Claudine Bruck

About Claudine Bruck

Independent director at Annovis Bio, Inc. since 2015; age 69 in 2025. Ph.D. in Biochemistry (University of Brussels), postdoctoral research at Harvard Medical School, Assistant Professor at Tufts Medical School. Deep biopharma R&D leadership across vaccines, oncology, immunology, and ophthalmology, including building GSK’s HIV vaccine program and leading the Ophthalmology R&D group (2008–2015). Tenure on ANVS board: 10 years as of 2025; current committees include Audit and Nominating (chair) .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE 303A.02 and SEC Rule 10A‑3 .
• Committee assignments:
  • Audit Committee member (2024–2025); Audit Committee members changed mid‑2024 (Mark White → Michael Hoffman); Reid McCarthy is chair .
  • Nominating & Corporate Governance Committee chair .
• Attendance: No director attended fewer than 75% of board and committee meetings in 2024; board held six meetings in 2024; executive sessions held at least annually. In 2023, no director <75%; board held seven meetings .
• Leadership: Chairman and CEO roles separated; no lead independent director; executive sessions at least annually .

Fixed Compensation

The proxy states non‑employee directors were paid only equity compensation in 2023 and 2024; no cash retainers or meeting fees are disclosed .

Performance Compensation

• Vesting, PSUs/RSUs, performance metrics: Not disclosed for directors; awards are stock options with fair‑value reporting under ASC 718 .
• Equity plan context: 2019 Equity Incentive Plan amended in 2024 to increase share reserve to 3,000,000 and annual individual cap to 400,000, supporting ongoing equity grants to directors and employees .

Other Directorships & Interlocks

• Compensation Committee interlocks: None reported in 2024 (and 2023) .

Expertise & Qualifications

• Deep R&D leadership across vaccines and ophthalmology; led programs from inception through clinical phases at GSK .
• Academic foundation with Ph.D., Harvard postdoc, Tufts faculty; course director at UPenn ITMAT, indicating ongoing translational medicine engagement .
• Board experience at biotech companies (Ophidion; prior Navidea) .

Equity Ownership

• Pledging/Hedging: No disclosure of shares pledged or hedging policies for directors in proxy .
• Section 16 compliance: One late Form 4 filing noted for Bruck and other directors in 2024 and 2023 (minor compliance red flag) .

Attempted to fetch Form 4 insider transactions programmatically for 2024–2025; request returned unauthorized. Ownership positions above rely on proxy disclosures .

Governance Assessment

• Board effectiveness: Bruck serves as Nominating Committee chair and Audit Committee member, reinforcing governance oversight and director pipeline quality; committee meeting cadence indicates active oversight (Audit met 4x; Comp 2x; Nom 1x in 2024) .
• Independence & engagement: Independent under NYSE/SEC rules, with multi‑sector R&D expertise and consistent attendance disclosures; separation of Chair/CEO enhances oversight although no lead independent director is designated .
• Alignment: Director pay is entirely equity via options (no cash retainers), creating stronger alignment but with option‑style risk asymmetry; annual grants and plan expansion support continued at‑risk pay .
• Ownership: Beneficial holdings and large option positions indicate skin‑in‑the‑game; no related‑party transactions >$120k in 2024 and no loans disclosed; 2023 insider participation in private placements (Bruck bought 500 shares at $12.61) is generally alignment‑positive rather than a conflict .
• RED FLAGS:
  • Repeated late Section 16 filings (administrative compliance) .
  • Heavy reliance on options vs RSUs may encourage risk preference; monitor any future repricing or award modifications (plan prohibits repricing without shareholder approval) .
• Signals for investors: Chair of Nominating suggests influence over board composition and governance standards; Audit membership supports financial oversight continuity; equity‑only director pay and insider purchasing in 2023 bolster alignment; no recent related‑party transactions reduces conflict risk .

Related-Party Transactions and Policies

• 2024: No related‑party transactions >$120,000 (besides standard compensation) .
• 2023: Two insider private placements; Bruck purchased 500 shares ($6,305) in April 2023; no Bruck participation in Nov 2023 tranche disclosed; Audit Committee oversees related‑party review per policy .
• Clawback policy: Applies to current/former executive officers for erroneous incentive comp post‑restatement; not indicated for directors .

Employment & Contracts (Director)

• Director roles are not governed by employment contracts; no disclosure of non‑compete/non‑solicit or severance for directors in proxy (skip) .

Performance & Track Record (Director)

• Stock performance during director tenure not disclosed in proxy; governance and committee leadership history summarized above .

Compensation Structure Analysis

• Year‑over‑year mix: Director comp remained equity‑only in 2023 and 2024 (no cash) .
• Award type: Options predominated; no RSUs/PSUs disclosed for directors .
• Repricing risk: Equity plan includes explicit prohibition on option repricing without shareholder approval .

Say‑on‑Pay & Shareholder Feedback

• Not specifically disclosed for director compensation; company‑level auditor ratification and equity plan amendments were submitted to shareholder vote in 2024/2025 .

Compensation Committee Analysis

• Members: Michael Hoffman (chair), Mark White; no interlocks or insider participation reported for 2024 (and 2023) .

Summary Implications

• Bruck’s governance footprint—Audit membership and Nominating chair—supports board process quality; independence and attendance disclosures bolster confidence .
• Option‑heavy director pay increases alignment but monitor grant sizing and plan usage; no cash fees reduces fixed cost burden .
• Low conflict profile: 2024 clean related‑party slate; minor Section 16 timeliness issues remain a soft compliance watch item .