Maria Maccecchini
Annovis BioAbout Maria Maccecchini
Founder, President, CEO and Director of Annovis Bio since May 2008; age 74 as of the 2025 proxy and 73 in the 2024 proxy . Ph.D. in biochemistry from the Biocenter of Basel; post-doctoral research at Caltech and the Roche Institute of Immunology; lecturer at Wharton since 2016 . Annovis is a late-stage, pre-revenue neurodegenerative disease company; 2024 full-year net loss per share was $2.02 basic and $2.31 diluted, with cash of $10.6 million at year-end (expanded to $22.2 million at March 31, 2025) supported by equity financings; shares outstanding rose from 14.1 million at 12/31/2024 to 19.5 million by 3/31/2025 . Founder beneficial ownership is significant: 11.0% as of April 28, 2025 (2,284,991 shares including 1,216,532 currently exercisable options) and 16.1% as of April 18, 2024 (1,896,573 shares including 798,114 currently exercisable options) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Symphony Pharmaceuticals/Annovis | Founder & CEO | 1992–2001 | Built biotech platform; company sold to Transgenomic in 2001 . |
| Bachem Bioscience (US subsidiary of Bachem AG) | General Manager | 1987–1991 | Led US operations for peptide/biotech supplier . |
| Mallinckrodt | Head of Molecular Biology | Pre-1987 | Led molecular biology; industry R&D leadership . |
| Robin Hood Ventures | Partner & Director | 2002–2009 | Early-stage investing; network building and capital access . |
| MidAtlantic Angel Group | Partner & Director | 2005–2009 | Angel investing; company formation support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wharton School of Business | Lecturer | 2016–present | Academic engagement and industry thought leadership . |
| Various biotechnology companies, entrepreneurship and women’s organizations | Director/Board member | Not disclosed | Network, governance contributions; specific entities not named . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus (Form of Payment) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 734,800 | Up to 50% per employment agreement | 100% of goals achieved; payout equal to 150% of base salary target percentage, taken in stock options; $474,773 option value included in “Option Awards” column . | 13,800 (401k match) . |
| 2023 | 668,000 | Up to 50% per employment agreement | Paid in stock options in lieu of cash; $548,520 option value included in “Option Awards” column . | 13,200 (401k match) . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Annual performance bonus | Not disclosed | Up to 50% of base salary | 2024 goals achieved at 100% | 150% of base salary target percentage, paid in options for 2024; options used in lieu of cash for 2023 and 2024 . | Options vest per award schedules below; no RSUs/PSUs disclosed . |
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | % of Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|
| April 28, 2025 | 2,284,991 | 11.0% | 1,216,532 | Ownership includes currently exercisable options; no pledging disclosed . |
| April 18, 2024 | 1,896,573 | 16.1% | 798,114 | Larger % due to fewer shares outstanding at the time . |
- Directors and officers owned 20.8% as a group as of April 28, 2025 .
- Company maintains a NYSE Rule-compliant clawback policy covering cash and equity incentive compensation (including vested and unvested equity) received on or after October 2, 2024, with recovery over the three completed fiscal years prior to a restatement trigger .
Key Options and Vesting Schedules (selected grants)
| Grant Date | Shares | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|
| 12/6/2024 | 209,107 | 6.00 | 12/6/2034 | 8 quarterly installments of 26,138 on Mar 6, Jun 6, Sep 6, Dec 6, 2025–2026 . |
| 11/17/2023 | 126,000 | 6.07 | 11/17/2033 | 8 quarterly installments of 15,750 on Feb 17, May 17, Aug 17, Nov 17, 2024–2025 . |
| 1/18/2023 | 21,312 | 13.17 | 1/18/2033 | 8 quarterly installments of 2,664 on Apr 18, Jul 18, Oct 18, Jan 18, 2023–2025 . |
| Legacy options (examples) | 300,000 (4/9/2020) at $3.13; 50,000 (4/6/2018) at $0.25; multiple 2021–2022 grants (see proxy table) | Various | Various | Fully or partially vested; see “Outstanding Equity Awards” table . |
- As of 12/31/2024, additional exercisable tranches include 108,800 options from 11/17/2023 and 91,850 options on 12/6/2024; full detail in proxy awards table .
- No RSUs/PSUs disclosed for Maccecchini; compensation is cash salary plus stock options; director compensation is also via stock options .
Employment Terms
- Current agreement: amended and restated May 10, 2019; second amended March 24, 2020 .
- Term: at-will with termination provisions (death/disability; for cause; resignation for good reason; without cause) .
- Severance: if terminated without cause or resigns for good reason, continuation of base salary for 12 months (paid lump-sum upon a change in control), subject to release; COBRA employer-share paid for up to 12 months or until covered elsewhere .
- Change-in-control: if termination occurs upon or within 12 months after a change in control, payment also includes an amount equal to the projected target annual bonus for that calendar year; equity plan allows the Board to accelerate, assume, cash-out, or terminate awards in a change-of-control scenario and prohibits option repricing without shareholder approval if listed on an exchange .
Board Governance and Dual-Role Implications
- Board composition (2025 proxy): five directors; Chairman Michael Hoffman (independent); Maccecchini serves as CEO and director; Board determined Hoffman, Bruck, McCarthy independent; White not listed as independent in 2025 table .
- Leadership structure: Chairman and CEO roles are separated; Board meets in executive session at least annually without management .
- Committees (2024–2025): Audit—Bruck, McCarthy, Hoffman (McCarthy Chair); Compensation—Hoffman (Chair), White; Nominating—Bruck (Chair), White; all committee members independent per NYSE rules .
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of meetings/committees; 2023 had seven meetings .
- Independence issues: Maccecchini is not independent and is not listed as a committee member; separation of Chair/CEO mitigates CEO-Chair dual-role risk .
Director Compensation (for context)
| Director | Year | Option Awards ($) | Notes |
|---|---|---|---|
| Michael Hoffman | 2024 | 161,991 | 31,339 options at $6.00 . |
| Reid McCarthy | 2024 | 118,013 | 22,831 options at $6.00 . |
| Mark White | 2024 | 118,013 | 22,831 options at $6.00; plus 20,000 consulting options (8,069 vested) valued at $87,940 . |
| Claudine Bruck | 2024 | 118,013 | 22,831 options at $6.00 . |
| Michael Hoffman | 2023 | 153,923 | Mix of options at $13.17 and $6.07 . |
| Reid McCarthy | 2023 | 143,916 | Mix of options at $13.17 and $6.07 . |
| Mark White | 2023 | 135,426 | Director options and consulting options . |
| Claudine Bruck | 2023 | 135,426 | Mix of options at $13.17 and $6.07 . |
Compensation Structure & Incentives
| Year | Salary ($) | Bonus (Cash/Equity) | Option Awards ($) | Total ($) | Mix Observations |
|---|---|---|---|---|---|
| 2024 | 734,800 | Equity-only; $474,773 option value in lieu of cash | 1,579,067 (includes bonus options) | 2,327,667 | High equity mix; CEO elected equity over cash bonus. |
| 2023 | 668,000 | Equity-only; $548,520 option value in lieu of cash | 2,107,638 (includes bonus options) | 2,788,838 | Equity-heavy; increased option value vs 2024. |
- Base salaries are reviewed annually and set using feedback from a compensation consultant; no RSUs/PSUs disclosed; options are predominant .
- Plan prohibits repricing without shareholder approval; 2019 Equity Incentive Plan share reserve increased to 3,000,000 in 2024 (subject to shareholder approval) to maintain competitive equity programs .
Related Party Transactions & Disclosures
- Private placements to insiders in April 7, 2023 ($12.61/sh; Maccecchini purchased 20,000 shares for $252,200) and November 27, 2023 ($6.10/sh; Maccecchini purchased 40,970 shares for $250,000) .
- Delinquent Section 16(a) reporting: certain directors, including Maccecchini, failed to timely file one report for one transaction in 2024 and 2023 .
- No related party transactions over $120,000 reported for 2024–2025 other than executive compensation and noted items; Audit Committee reviews related-party matters per policy .
Employment & Retention Risk Indicators
- Severance economics: 12 months base salary; double-trigger for target bonus if termination occurs on or within 12 months post-change-of-control; COBRA benefits up to 12 months .
- Clawback policy for incentive compensation post-October 2, 2024 across prior three years in case of restatement .
- Auditor transition (Withum to EY in 2023) and prior 2022 going concern explanatory paragraph noted historically; recent audit fees and independence confirmed .
Performance & Track Record Highlights
- Clinical progress: FDA clearance for pivotal Phase 3 in early AD (October 2024); first patients entered February 5, 2025; dual 6/18-month design with symptomatic readout targeted mid-2026 and disease-modifying readout mid-2027 .
- Financial stewardship: reduced R&D spend in 2024 vs 2023; cash increased via offerings ($21 million public offering Feb 2025; $6 million and $3.4 million registered directs Oct 2025) .
- Quarterly and annual results communicated via 8-K press releases; 2024 Q4 net loss per share improved vs prior year; 2025 Q1 cash increased and operating loss narrowed vs 2024 Q1 .
Board Service History and Roles (Director-specific)
- Director since 2008 .
- Committees: none; CEO is not on Audit/Compensation/Nominating committees; maintains governance separation .
- Independence: not independent; board maintains a separate independent Chair; executive sessions at least annually .
- Attendance: ≥75% attendance; board meetings per year noted above .
Equity Ownership & Vesting Pressure Calendar (trading signal watch)
- 11/17/2023 grant: 15,750 options vest on Feb 17, May 17, Aug 17, Nov 17, 2024–2025; the final vesting date Nov 17, 2025 may add 15,750 vested shares .
- 12/6/2024 grant: 26,138 options vest on Mar 6, Jun 6, Sep 6, Dec 6 in 2025–2026; upcoming 12/6/2025 vest adds 26,138 options; subsequent quarterly vests continue through Dec 6, 2026 .
- 1/18/2023 grant: final vesting occurred by Jan 18, 2025 (2,664 shares) .
Say-on-Pay, Ownership Guidelines, Hedging/Pledging
- No executive or director stock ownership guidelines disclosed; no hedging/pledging policy disclosure found in proxies; no pledges reported for Maccecchini .
- No say-on-pay vote results disclosed in the cited proxies .
Compensation Committee Analysis
- Compensation Committee: Michael Hoffman (Chair), Mark White; independent per NYSE; meets to review CEO compensation, administer equity plans, and engage compensation consultants; number of meetings in 2024: two .
- Consultant use noted in salary setting; consultant name not disclosed; no conflicts disclosed .
Investment Implications
- Alignment: Founder-CEO holds 11% of shares with substantial vested options; election to receive bonuses in options reinforces equity alignment and may dampen near-term cash burn, but option-heavy structure increases potential supply as large quarterly tranches vest .
- Dilution & financing risk: equity raises in 2025 increased share count and cash runway into Q4 2025; monitor additional financings tied to trial milestones; dilution can pressure TSR near financing windows .
- Retention & change-of-control economics: 12-month salary severance with double-trigger bonus suggests balanced retention without excessive parachute risk; plan-level repricing prohibition mitigates shareholder-unfriendly option resets .
- Trading signals: watch Form 4 filings around vest dates (Nov 17, Dec 6) and financing disclosures; 8-K cadence around quarterly updates provides catalysts; governance separation of Chair/CEO reduces dual-role concerns .