Muneer Satter
About Muneer A. Satter
Independent Class I director at Annexon since December 2014 (current term to 2027); age 64 as of April 8, 2025. Founder and Managing Partner of Satter Medical Technology Partners; former Goldman Sachs partner and Global Head of the Mezzanine Group, where he raised/managed >$30B and chaired the Risk Committee. Education: BA (Northwestern), JD (Harvard Law School), MBA (Harvard Business School). Board has designated him an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner; Global Head, Mezzanine Group; senior member Merchant Banking Investment Committee | 24 years (prior to Satter Investment Management) | Raised/managed >$30B; chaired firm Risk Committee |
| Aerpio Pharmaceuticals (public) | Director | Oct 2013–Jun 2020 | Board member |
| Akebia Therapeutics (public) | Director; Chair of Board | May 2013–Dec 2018 | Board leadership (Chair) |
| Vital Therapies (public) | Director | Oct 2012–Oct 2018 | Board member |
External Roles
| Organization | Role | Status |
|---|---|---|
| Goldman Sachs Foundation; GS Gives | Vice Chair; Chair of Investment Committee | Current |
| Accelerate Institute | Board of Advisors | Current |
| Navy SEAL Foundation | Director | Current |
| Northwestern Medical Group | Director | Current |
| Northwestern University | Trustee; former Chair of Finance Committee | Current/Former |
| World Business Chicago; The Nature Conservancy | Former board member | Former |
Board Governance
- Committees: Audit Committee member (Chair: William D. Waddill) and designated Audit Committee financial expert; Nominating & Corporate Governance Committee Chair. Audit Committee met 4 times in 2024; Nominating & Corporate Governance met 2 times in 2024 .
- Independence: Board has determined all directors except CEO are independent under Nasdaq rules; Satter is independent .
- Attendance: Board met 6 times in 2024; all directors attended ≥85% of Board and committee meetings; all directors attended 2024 annual meeting .
Fixed Compensation
| Component | 2024 Actual (Satter) | Notes |
|---|---|---|
| Cash fees | $58,875 | Includes annual retainer and committee fees |
| Total cash vs. total comp | Cash $58,875 of total $298,113 | Total includes option grant fair value |
| 2025 Non‑Employee Director Compensation Program (Amended Apr 2025) | Amount | Applicability to Satter |
|---|---|---|
| Annual cash retainer (director) | $40,000 | Applies |
| Audit Committee member (non‑chair) | $10,000 | Applies |
| Nominating & Corporate Governance Committee chair | $10,000 | Applies (chair) |
| Non‑executive Board chair add’l retainer | $35,000 | Not applicable to Satter (not chair) |
| Science & Technology Committee member (non‑chair) | $6,000 | Not applicable |
| Compensation Committee member (non‑chair) | $6,000 | Not applicable |
Performance Compensation
| Equity Component | 2024 Option Awards (Grant‑date FV) | Vesting/Terms |
|---|---|---|
| Annual director option grant | $239,238 | Annual grants vest by next AGM or first anniversary; full vest on change‑in‑control |
| Annual grant size (shares) | 55,000 options (post‑amendment) | Annual grant each AGM; Initial grant 110,000 options |
| Vesting schedules | Initial grant monthly over 3 years; Annual grant by next AGM/1 year | Continued service required; CIC full acceleration |
| Options Outstanding (as of Dec 31, 2024) | Count |
|---|---|
| Total options (exercisable + unexercisable) | 102,000 |
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Conflict |
|---|---|---|---|
| Aerpio Pharmaceuticals | Director | 2013–2020 | None disclosed with current Annexon relationships |
| Akebia Therapeutics | Director; Chair | 2013–2018 | None disclosed with current Annexon relationships |
| Vital Therapies | Director | 2012–2018 | None disclosed with current Annexon relationships |
Expertise & Qualifications
- Finance and private equity expertise; extensive capital allocation and risk oversight experience (Audit Committee financial expert) .
- Prior board leadership (chair) in biopharma; deep sector knowledge relevant to Annexon’s stage and risks .
- Legal and business training (JD/MBA) enhances governance, compliance, and strategic oversight capabilities .
Equity Ownership
| Holder/Entity (Affiliated with M. Satter) | Shares | Warrants | Options (≤60 days) | Notes |
|---|---|---|---|---|
| Muneer A. Satter Revocable Trust | 240,000 | — | — | Sole voting/dispositive power as trustee |
| Various trusts/entities (trustee/advisor/manager) | 567,240 | — | — | Sole voting/dispositive power |
| Satter Medical Technology Partners, L.P. | 1,147,738 | 613,497 | — | Sole voting/dispositive power |
| Alerce Medical Technology Partners, L.P. | 5,451,046 | — | — | Sole voting/dispositive power; warrant blocker max 19.99% ownership with 61‑day notice to change |
| Stock options (Mr. Satter) | — | — | 58,000 | Options exercisable within 60 days |
| Total beneficial ownership (trusts/entities affiliated with M. Satter) | 8,077,521 | — | — | 7.32% of 109,714,404 shares outstanding as of Mar 31, 2025 |
Note: Beneficial ownership determined under SEC rules; options/warrants exercisable within 60 days deemed outstanding for holder . Company anti‑hedging and anti‑pledging policy applies to directors; pledging is prohibited .
Related‑Party Transactions (Conflicts/Support Signals)
| Date/Transaction | Affiliate | Terms | Governance Treatment |
|---|---|---|---|
| Feb 2023 ATM purchase | Alerce Medical Technology Partners, L.P. | 2,646,458 shares at $6.80; ~$17.5M net proceeds to Annexon | Approved by Audit Committee per related person policy |
| Dec 2023 financing | Alerce Medical Technology Partners, L.P. | 350,000 shares at $2.880; ~$1.0M aggregate | Approved by Audit Committee |
| Investors’ Rights Agreement | Holders >5% and director‑affiliated entities | Registration rights; ROFR (terminated at IPO) | Ongoing governance disclosure; rights noted |
Insider Trades
| Reference | Filing Date | Note |
|---|---|---|
| Form 4 referenced in proxy footnote (ownership breakdown) | Dec 28, 2023 | Basis for detailed affiliated holdings breakdown |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; Audit Committee financial expert; strong attendance culture (≥85% at Board/committees); independent comp consultant (Alpine) supports pay governance; clawback policy adopted Nov 2023; anti‑hedging/anti‑pledging policy reduces misalignment risk .
- Alignment: Large long‑term beneficial ownership (7.32%) and equity‑heavy director pay (options) align incentives with shareholders; 2024 director comp mix for Satter—cash $58,875; options $239,238; total $298,113 .
- Potential conflicts/RED FLAGS: Affiliates (Alerce) participated in Annexon financings while Satter serves on Audit Committee that approves related‑party transactions—requires rigorous recusal and transparency; existence of investors’ rights agreement with director‑affiliated entities. Transactions were approved per policy, but continued monitoring is warranted .
- Shareholder sentiment: Prior say‑on‑pay (executive comp) had >97% approval—signals general investor confidence in pay governance (context for overall governance culture) .
Executive sessions held regularly by independent directors; Board charters and governance guidelines posted publicly—positive transparency indicators .
Director Compensation Structure Analysis (Year‑over‑Year)
- Program evolution: Annual option grants increased from 24,000 (pre‑2025) to 55,000 post‑amendment; initial grants 48,000 historically vs 110,000 in amended program—higher equity exposure for directors, increasing alignment but also potential dilution considerations .
- Committee fees increased modestly (e.g., Nominating & Corporate Governance chair $8,000 → $10,000; Audit member $7,500 → $10,000), reflecting expanded governance workload and market benchmarking via Alpine .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $58,875 |
| Option Awards ($) | $239,238 |
| Total ($) | $298,113 |
| Options Outstanding (#, FY‑end) | 102,000 |
Equity Grant Mechanics (Directors)
| Grant Type | Shares | Vesting | CIC Treatment |
|---|---|---|---|
| Initial Grant | 110,000 | Monthly over 3 years | Full acceleration |
| Annual Grant | 55,000 | Earlier of first anniversary or next AGM | Full acceleration |
Board Effectiveness Signals
- Audit quality oversight documented (PCAOB/SEC discussions; independence confirmations; KPMG ratification proposal) .
- Risk oversight distributed across Board and committees; Audit covers financial/cyber risks and related‑party approvals; Comp Committee monitors risk in pay; Nominating oversees independence/composition .
Policies Limiting Misalignment
- Clawback (2023) compliant with Dodd‑Frank/Nasdaq .
- Anti‑hedging and anti‑pledging for all directors (no margin accounts permitted) .
Notes
- Shares outstanding baseline for ownership percentages: 109,714,404 as of March 31, 2025 .
- Class I director cohort includes Satter; term continues to 2027 .