Jennifer Lew
About Jennifer Lew
Executive Vice President and Chief Financial Officer of Annexon since June 2019; age 52. Prior roles include CFO of Aduro Biotech (Jan 2018–May 2019), VP Finance and Principal Accounting Officer at Dynavax (2004–Oct 2013), and earlier finance roles at QRS and Ernst & Young. Education: B.A. in Economics/Accounting and Government (Claremont McKenna College); Certified Public Accountant (inactive). Company performance context during her tenure reflects persistent negative net income and EBITDA in FY 2021–2024 (pre-commercial stage), which frames pay-for-performance alignment for finance leadership. Values retrieved from S&P Global .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aduro Biotech, Inc. | Chief Financial Officer | Jan 2018–May 2019 | Led finance function as public-company CFO |
| Dynavax Technologies | VP Finance & Principal Accounting Officer | 2004–Oct 2013 | Oversaw accounting and finance operations |
| QRS Corporation | Assistant Controller; Director of Finance | 2000–2004 | Led corporate accounting/finance for public tech firm |
| Ernst & Young LLP | Audit Practice | 1994–1999 | Audit experience foundational to public-company finance |
External Roles
| Organization | Role | Years |
|---|---|---|
| Boundless Bio, Inc. | Director | Since Jan 2022 |
Fixed Compensation
| Metric | FY 2021 | FY 2022 |
|---|---|---|
| Salary ($) | 404,567 | 435,325 |
| Base salary rate (effective Feb) ($) | — | 437,200 |
| All Other Compensation ($) | — | — |
Notes:
- Base salary rate was increased to $437,200 in February 2022 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY 2022) | Corporate goals (R&D, clinical development, business enabling) | 80% | 100% | 110% | 188,870 |
| Annual Cash Bonus (FY 2022) | Individual goals | 20% | 100% | 100% | Included above |
| Bonus Target % | Target bonus as % of base | — | 40% | — | — |
Equity awards (grant detail and vesting):
| Grant Date | Type | Shares/Units | Strike ($) | Vesting |
|---|---|---|---|---|
| 2/11/2022 | Stock Options | 100,000 | 6.94 | 1/48 monthly from grant |
| 2/11/2022 | RSUs | 12,500 | — | 3 equal annual installments |
| 7/11/2022 | Stock Options | 75,000 | 3.91 | 1/36 monthly from grant |
| 7/11/2022 | RSUs | 9,375 | — | 3 equal annual installments |
Outstanding equity (as of Dec 31, 2022):
| Vesting Commencement | Options Exercisable | Options Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 6/21/2019 | 124,318 | 19,475 | 7.49 | 6/21/2029 |
| 6/29/2020 | 42,565 | 25,539 | 13.30 | 6/29/2030 |
| 2/25/2021 | 52,708 | 62,292 | 30.07 | 2/25/2031 |
| 2/11/2022 | 20,833 | 79,167 | 6.94 | 2/11/2032 |
| 7/11/2022 | 10,416 | 64,584 | 3.91 | 7/11/2032 |
Unvested RSUs (as of Dec 31, 2022):
| Grant Date | Unvested RSUs | Market Value ($) |
|---|---|---|
| 2/11/2022 | 12,500 | 64,625 |
| 7/11/2022 | 9,375 | 48,469 |
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Of Record | Options Exercisable within 60 Days |
|---|---|---|---|---|
| April 10, 2023 | 328,778 | <1% | 13,741 | 315,037 |
Policies impacting alignment:
- Anti-hedging and anti-pledging: Directors/officers prohibited from hedging and pledging company securities .
- Clawback: Compensation recovery policy adopted Nov 2023 (Nasdaq-compliant) .
Employment Terms
| Provision | Terms (Executive Vice President/CFO) |
|---|---|
| Severance (no change-in-control) | If terminated without Cause or resign for Good Reason: 9 months base salary lump sum + 9 months COBRA reimbursement |
| Change-in-control (double-trigger) | If terminated without Cause or resign for Good Reason within 3 months before to 12 months after a change in control: 12 months base salary + target annual bonus + 12 months COBRA + full acceleration of all unvested equity awards |
| Definitions | Cause and Good Reason defined (including material reduction in salary/benefits, material diminution in duties, >50-mile relocation) |
| Section 16 compliance | All filings timely in 2024; note: late filings were submitted Jan 23, 2024 for RSU tax-withholding sales by certain officers including Ms. Lew, per 2024 proxy |
Performance & Track Record
Company financial context (USD):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income - (IS) ($) | -130,323,000* | -141,947,000* | -134,237,000* | -138,200,000* |
| EBITDA ($) | -128,572,000* | -143,493,000* | -141,575,000* | -151,923,000* |
Values retrieved from S&P Global.
Say-on-pay shareholder support:
- 2023 meeting: over 99% approval for say-on-pay .
- 2024 meeting: over 97% approval for say-on-pay .
TSR (initial $100 investment, pay-versus-performance disclosure):
- 2022: 20.7; 2023: 18.1; 2024: 20.5 .
Compensation Structure Analysis
- Shift toward equity: RSUs introduced (12,500 and 9,375 in 2022) alongside options, aligning long-term incentives with shareholder outcomes .
- At-risk pay: Bonus targets at 40% of base with corporate/individual weighting (80/20); FY 2022 payout reflected 110% corporate achievement .
- Governance features: Double-trigger change-in-control acceleration and adopted clawback strengthen alignment and mitigate windfall risks .
Investment Implications
- Alignment: Prohibition on hedging/pledging and equity-heavy mix (options vesting monthly; RSUs over 3 years) indicate strong long-term ownership alignment .
- Retention: Severance and double-trigger change-in-control terms (12 months base + target bonus + full equity acceleration) reduce near-term retention risk but could incentivize stability through potential strategic events .
- Selling pressure: Disclosed late Section 16 filings were limited to tax-withholding on RSU vesting; no pledging permitted—minimal structural selling pressure .
- Execution risk: Company remains pre-commercial with sustained negative EBITDA and net losses; finance leadership’s public-company experience (Aduro, Dynavax) is relevant to capital allocation and commercialization readiness * [GetFinancials table above].
- Shareholder sentiment: High say-on-pay support (97–99%) suggests investor acceptance of the compensation framework for Annexon’s stage .