Michael Overdorf
About Michael Overdorf
Michael Overdorf, age 55 as of April 8, 2025, serves as Executive Vice President and Chief Business Officer at Annexon, Inc., a role he has held since July 2020 after nearly two decades at Eli Lilly & Company in corporate business development and strategy, commercial leadership, and global biologics program leadership. He holds a B.A. in Economics from Wabash College and an M.B.A. from Harvard Business School, and is an adjunct lecturer in Medicine in the Division of Clinical Pharmacology at the Indiana University School of Medicine . Annexon’s pay-versus-performance disclosures track shareholder return alongside executive compensation, but Overdorf was not a named executive officer (NEO) in 2024 and 2025; his most detailed compensation disclosure is in the 2023 proxy for fiscal 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly & Company | Various executive leadership roles including Corporate Business Development & Corporate Strategy; Global Biologics Platform Team Leader; COO, Bio-Medicines BU; CMO UK; GM Czech & Slovak Republics | 2001–2020 | Led development and execution of Lilly’s global strategy; led two Phase 3 biologics programs targeting autoimmune diseases; multiple commercial leadership roles across geographies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indiana University School of Medicine (Division of Clinical Pharmacology) | Adjunct Lecturer in Medicine | Ongoing (as disclosed) | Academic contribution to clinical pharmacology; enhances industry-academic linkage |
Fixed Compensation
| Metric | 2021 | 2022 |
|---|---|---|
| Base Salary ($) | $372,083 | $390,992 |
| Target Bonus (%) | 40% | 40% |
| Actual Non-Equity Incentive Plan Compensation ($) | $151,400 | $169,258 |
| Perquisites ($) | — | $20,219 (commuting reimbursements) |
Performance Compensation
Annual Cash Incentive Structure (2022)
| Metric | Weighting | Target | Actual Achievement | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate Goals (research, clinical development, business enabling) | 80% of bonus | 40% of base salary | 110% achievement | Included in $169,258 total NEIP payout | Cash; paid after year-end |
| Individual Goals | 20% of bonus | 40% of base salary | 100% achievement | Included in $169,258 total NEIP payout | Cash; paid after year-end |
2022 program allowed corporate goals up to 140% of target; CEO bonuses based solely on corporate goals; other NEOs weighted 80% corporate/20% individual .
Equity Awards Granted (Grant Detail)
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Feb 11, 2022 | Stock Options | 100,000 | Included in $692,813 (2022 option awards total) | 1/48 monthly from grant date |
| Feb 11, 2022 | RSUs | 12,500 | Included in $123,406 (2022 stock awards total) | 3 equal annual installments; fully vests at 3rd anniversary |
| Jul 11, 2022 | Stock Options | 75,000 | Included in $692,813 (2022 option awards total) | 1/36 monthly from grant date |
| Jul 11, 2022 | RSUs | 9,375 | Included in $123,406 (2022 stock awards total) | 3 equal annual installments; fully vests at 3rd anniversary |
Outstanding Equity Awards (as of Dec 31, 2022)
| Award | Vesting Commencement | Exercisable | Unexercisable | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|---|
| Options | Jul 23, 2020 | 146,754 | 96,151 | 17.00 | Jul 23, 2030 | — | — |
| Options | Feb 25, 2021 | 52,708 | 62,292 | 30.07 | Feb 25, 2031 | — | — |
| Options | Feb 11, 2022 | 20,833 | 79,167 | 6.94 | Feb 11, 2032 | — | — |
| RSUs | Feb 11, 2022 | — | — | — | — | 12,500 | $64,625 (at $5.17 close on 12/30/22) |
| Options | Jul 11, 2022 | 10,416 | 64,584 | 3.91 | Jul 11, 2032 | — | — |
| RSUs | Jul 11, 2022 | — | — | — | — | 9,375 | $48,469 (at $5.17 close on 12/30/22) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of April 10, 2023) | 305,383 shares; less than 1% of shares outstanding |
| Ownership Components | Includes shares and options/warrants exercisable within 60 days per SEC rules |
| Hedging/Pledging | Prohibited by insider trading policy; no hedging or pledging of company securities (including margin accounts) |
| Section 16(a) Compliance | Company disclosed late filings submitted Jan 23, 2024 for Overdorf and others related to RSU tax withholding sales; otherwise timely for FY2023 |
Employment Terms
- Base/Bonus/Equity: Employment agreement at commencement (July 2020) provided base salary, target bonus, initial option grants, and severance framework .
- Severance (no change-in-control window): If terminated without Cause or resigns for Good Reason, EVPs receive lump sum equal to 9 months’ base salary plus up to 9 months COBRA premium reimbursement; CEO receives 12 months .
- Change-in-Control (three months before to twelve months after): If terminated without Cause or resigns for Good Reason, EVPs receive 12 months’ base salary plus target bonus, 12 months COBRA, and full acceleration of all unvested equity; CEO receives 18 months’ base plus 1.5x target bonus, 18 months COBRA, and full acceleration .
- Definitions: “Cause” includes failure of duties after notice, dishonesty/fraud, law violations, confidentiality/invention assignment breaches, or crimes/acts of moral turpitude; “Good Reason” includes material reduction in salary/benefits, material diminution of duties (excluding mere title/reporting changes), or relocation >50 miles; cure and notice periods apply .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (June 5, 2025): Say‑on‑pay votes For 79,754,521; Against 3,796,829; Abstain 3,296,805; Broker Non‑Votes 11,334,985 .
- 2024 Annual Meeting (June 5, 2024): Say‑on‑pay votes For 77,548,918; Against 1,895,328; Abstain 72,250; Broker Non‑Votes 4,642,317 .
- Company noted “over 97%” approval in prior year’s say‑on‑pay (smaller reporting company disclosure context) .
Compensation Structure Analysis
- Mix shift and risk: 2022 awards combined time‑vested RSUs (three annual installments) with sizable option grants vesting monthly over 48 and 36 months—tilting toward longer‑term, at‑risk equity rather than guaranteed cash .
- Performance rigor: Corporate goals capped at 140% with 110% achievement in 2022; individual achievement at 100% for Overdorf, yielding a payout consistent with target math and aligning cash incentives to R&D and clinical milestones .
- Perquisites: Commuting reimbursements of $20,219 in 2022; limited perquisites otherwise—shareholder‑friendly posture .
- Governance protections: Strict anti‑hedging and anti‑pledging policy reduces misalignment and forced‑sale risks .
Investment Implications
- Alignment and retention: Multi‑year monthly vesting across multiple option tranches (2020–2022) and RSUs through 2025 helps retain Overdorf and aligns incentives with long‑term value creation milestones; full acceleration on double‑trigger change‑in‑control is standard for EVPs but can modestly lower retention post‑transaction .
- Selling pressure: RSU‑related tax withholding sales and timely Section 16 compliance (aside from one late filing batch) suggest mechanical selling rather than discretionary liquidation; anti‑pledging helps mitigate collateral‑driven sales risk .
- Pay‑for‑performance: Cash incentive structure tied to clinical and business enabling goals with achievement modestly above target (110%) supports a performance‑linked payout; option-heavy equity exposure keeps Overdorf leveraged to stock performance and clinical outcomes .
- Shareholder support: Strong say‑on‑pay outcomes in 2024 and 2025 indicate broad investor acceptance of the compensation framework, lowering governance overhang risk .