Jamie Dananberg
About Jamie Dananberg
Executive Vice President and Chief Medical Officer at Annexon, Inc. since July 27, 2023; age 67; B.S. and M.D. from Tufts University. Prior roles include Chief Medical Officer at UNITY Biotechnology (2016–2023), Executive Vice President at Takeda, and 16 years at Eli Lilly leading >100 programs from discovery to development and supporting multiple commercial launches; earlier, practiced endocrinology and ran a basic science lab at the University of Michigan . Annexon’s pay-versus-performance disclosure shows cumulative TSR index values of 20.7 (2022), 18.1 (2023), and 20.5 (2024), with net losses of $142M, $134M, and $138M, respectively, during these years . EBITDA has been negative over 2022–2024, consistent with a late-stage biotech investing in R&D.*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR Index (Value of $100 Investment) | 20.7 | 18.1 | 20.5 |
| Net Income (Loss) ($USD Millions) | (142) | (134) | (138) |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($USD) | -143,493,000* | -141,575,000* | -151,923,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Annexon, Inc. | EVP & Chief Medical Officer | Since Jul 27, 2023 | Leads clinical development; named NEO in 2024 |
| UNITY Biotechnology, Inc. | Chief Medical Officer | 2016–Apr 2023 | Built medical and broader development organization |
| Takeda Pharmaceutical Company Limited | Executive Vice President | Not disclosed | Led and supported efforts through all phases of development |
| Eli Lilly & Company | R&D leadership; >100 programs from discovery to development | 16 years | Supported multiple commercial product launches |
| University of Michigan | Endocrinology practice; ran basic science lab | Not disclosed | Academic research leadership in endocrinology/metabolism |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external directorships disclosed for Dr. Dananberg in the 2025 proxy . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $514,583 |
| Target Bonus (%) | 40% of base salary |
| Actual Bonus Paid ($) | $196,650 |
Performance Compensation
2024 annual cash bonus was based on corporate goals (research, clinical development, and business enabling activities) and individual performance. For non-CEO NEOs, corporate achievement was weighted 80% and individual achievement 20%; corporate achievement was approved at 100%, and Dr. Dananberg’s individual achievement was assessed at 75%, resulting in a payout equal to 95% of target ($196,650) .
| Component | Weighting | Performance Achieved | Contribution to Payout |
|---|---|---|---|
| Corporate Goals | 80% | 100% | 0.80 × target bonus |
| Individual Goals | 20% | 75% | 0.15 × target bonus |
| Total | — | — | 0.95 × target = $196,650 |
Equity Ownership & Alignment
- Insider trading policy prohibits hedging and pledging; directors, officers, employees, and consultants may not pledge company securities or engage in hedging transactions .
- Annexon adopted a Dodd-Frank/Nasdaq-compliant clawback policy in November 2023 .
| Category | Amount | Notes |
|---|---|---|
| Shares owned directly | 7,479 | |
| Options exercisable within 60 days (as of Mar 31, 2025) | 190,304 | |
| Options unexercisable (as of Dec 31, 2024) | 304,272 | |
| RSUs unvested (as of Dec 31, 2024) | 39,000 | |
| Beneficial ownership (%) | <1% | |
| Hedging/Pledging | Prohibited by policy |
Key Equity Grants and Vesting
| Grant Type | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| Stock Option | 8/1/2023 | 97,395 | 177,605 | 3.54 | 8/1/2033 | 25% on first anniversary, then 36 equal monthly installments |
| Stock Option | 2/16/2024 | 33,333 | 126,667 | 5.13 | 2/16/2034 | 48 equal monthly installments from grant date |
| RSUs | 2/16/2024 | — | 39,000 | — | — | 3 equal annual installments; fully vested on third anniversary (i.e., 2/16/2027) |
| RSUs Fair Value | 2/16/2024 | — | $200,070 | — | — | ASC 718 grant-date fair value |
Employment Terms
| Scenario | Cash Severance | Bonus | COBRA | Equity Acceleration | Trigger Type |
|---|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason (outside CoC window) | 9 months base salary | — | 9 months | — | Single-trigger severance |
| Termination without Cause or resignation for Good Reason (within 3 months prior to or 12 months post change in control) | 12 months base salary | Target annual bonus | 12 months | Full acceleration of all unvested equity | Double-trigger |
Definitions of “Cause” and “Good Reason” (material reduction, material diminution of duties, or relocation >50 miles, subject to notice and cure) are set forth in employment agreements .
Investment Implications
- Strong alignment features: anti-hedging/anti-pledging policy and a clawback framework reduce misalignment and mitigate governance risk; beneficial ownership includes meaningful vested options and RSUs, but overall stake is <1% .
- Bonus design tied to R&D and clinical milestones with balanced corporate (80%) and individual (20%) weighting; 2024 payouts at 95% of target indicate performance at plan without discretionary uplift .
- Retention/M&A dynamics: double-trigger CoC with full equity acceleration (plus 12 months base and target bonus) supports deal certainty but can heighten post-close retention risk, typical for EVPs in biotech .
- Execution backdrop: persistent negative EBITDA and net losses reflect investment stage; TSR index oscillated over 2022–2024, underscoring market sensitivity to clinical/regulatory progress rather than financial metrics alone .
References:
Values retrieved from S&P Global.