William Carson
About William H. Carson, M.D.
Independent director of Annexon (ANNX); age 66; on the Board since February 2021. Former President & CEO of Otsuka America Pharmaceutical (2010–2019), board chair of Otsuka Pharmaceutical Development & Commercialization (2020–March 2023). Education: B.A. in History & Science (Harvard), M.D. (Case Western Reserve), psychiatry residency at Tufts/New England Medical Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otsuka Pharmaceutical Development & Commercialization, Inc. | Board Chair | Jan 2020–Mar 2023 | Oversight of development/commercial operations |
| Otsuka America Pharmaceutical | President & CEO | 2010–2019 | Led U.S. operations; senior executive leadership |
| Bristol Myers Squibb – Pharmaceutical Research Institute | Executive roles | 1998–2002 | R&D leadership |
| Medical University of South Carolina | Faculty, Psychiatry & Behavioral Sciences | 1988–1998 | Academic leadership |
| Decibel Therapeutics, Inc. | Board Chair | Jun 2021–Sep 2023 (acquired by Regeneron) | Governance through acquisition |
External Roles
| Organization | Role | Status |
|---|---|---|
| Excision Biotherapeutics, Inc. | Director | Current |
| Lutron Electronics | Director | Current |
| Artis Ventures | Advisor | Current |
| Sozosei Foundation (Otsuka America Pharmaceutical) | Chair | Current |
| Sphinx Organization | Board Chair Emeritus | Current |
| Saama Technologies, Inc. | Director | Prior |
| Prevail Therapeutics, Inc. | Director | Prior (acquired by Eli Lilly) |
| Internet2 | Director | Prior |
Board Governance
- Committee assignments: Compensation Committee member; Science & Technology Committee Chair .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Carson is independent .
- Engagement: Board met 6 times in 2024; each director attended ≥85% of Board and committee meetings, and all attended the 2024 annual meeting. Independent directors met regularly in executive sessions in 2024 .
- Committee activity: Compensation Committee met 4 times; Science & Technology Committee met 5 times in 2024 .
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| William H. Carson, M.D. | 2024 | 57,250 | 239,238 | 296,488 |
- Program structure (amended April 2025): Annual director cash retainer $40,000; non-executive chair retainer $35,000; Audit chair/member $20,000/$10,000; Compensation chair/member $12,000/$6,000; Nominating & Corporate Governance chair/member $10,000/$5,000; Science & Technology chair/member $12,000/$6,000 .
Performance Compensation
| Element | Metric/Value | Terms |
|---|---|---|
| Initial Grant | 110,000 options | Vests in substantially equal monthly installments over 3 years; accelerates on change in control |
| Annual Grant | 55,000 options per annual meeting | Vests on earlier of first anniversary or next annual meeting; accelerates on change in control |
| 2024 Equity Award (Carson) | $239,238 grant-date fair value | Option award; ASC 718 valuation |
| Options Outstanding (Carson) | 122,000 options at FY-end | None of the non-employee directors held stock awards at FY-end 2024 |
No director performance metrics (TSR, EBITDA, ESG) are tied to director compensation; equity is time-vested per program terms .
Other Directorships & Interlocks
| Company/Entity | Relationship to ANNX | Potential Conflict/Interlock |
|---|---|---|
| Excision Biotherapeutics, Lutron Electronics, Sozosei Foundation, Artis Ventures | External roles only | No related-party transactions involving Carson disclosed |
| Saama Technologies, Prevail Therapeutics, Internet2 | Prior board roles | No related-party transactions involving Carson disclosed |
- Related-party transactions: Transactions disclosed involve Alerce Medical Technology Partners (affiliated with director Muneer Satter), Redmile Group, Logos Funds; none involve Carson .
Expertise & Qualifications
- Medical and biotechnology leadership spanning academia, big pharma (BMS), and senior executive roles at Otsuka .
- Governance experience as board chair (Decibel; Otsuka PD&C) and chair of Annexon’s Science & Technology Committee, indicating strong R&D oversight capability .
- Education and clinical training in psychiatry complement oversight of neuro/autoimmune programs .
Equity Ownership
| Holder | Shares Owned (Direct) | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| William H. Carson, M.D. | 25,600 | 78,000 | 103,600 | <1% |
- Options outstanding as of FY-end: 122,000 (exercisable and unexercisable) .
- Alignment policies: Company prohibits hedging and pledging of company stock for directors, officers, employees, and consultants .
Governance Assessment
- Independence and committee leadership: Carson is independent and chairs the Science & Technology Committee; also serves on the Compensation Committee—positions aligned with his scientific and leadership background .
- Attendance and engagement: Meets the ≥85% attendance threshold; participates in committees with active meeting cadence (Comp: 4; S&T: 5) and regular independent executive sessions—positive engagement signal .
- Pay structure: Cash fees modest relative to option-heavy equity compensation, which time-vests and accelerates only upon change in control—alignment with shareholder value through equity exposure; no director RSUs outstanding at FY-end 2024 .
- Risk controls: Anti-hedging/anti-pledging and 2023-adopted clawback policy strengthen governance posture .
- Conflicts/related party: No related-party transactions involving Carson disclosed; external roles are diversified across private, non-profit, and prior public boards—no interlocks identified with Annexon counterparties .
- Shareholder sentiment: 97% say-on-pay approval in prior year indicates broad investor support for compensation governance (executive program), reflecting overall governance confidence; while not director-specific, it contributes to governance quality perception .
Insider Trades
| Year | Reported Transactions | Notes |
|---|---|---|
| 2024 | None disclosed in proxy | Company states all Section 16 filings were timely in 2024 |
For transaction-level Form 4s, refer to SEC filings; the proxy confirms timely compliance rather than listing individual trades .