Mark White

About Mark White

Mark White is Annovis Bio’s Chief Business Officer (since 2024) and a director (since 2016); he is 69 and holds a B.A. and M.A. from the University of Missouri and an MBA from the University of Chicago Booth School of Business . His background includes senior commercial leadership at Pfizer, where he led major launches (Lyrica, Xeljanz) and global marketing for Enbrel and Celebrex, as well as roles at Bracco Diagnostics, Abbott, Bayer, and Ortho‑McNeil . The company’s proxy filings do not disclose TSR, revenue or EBITDA growth outcomes tied to his tenure; Annovis lists only the CEO as a named executive officer in compensation tables, so executive performance metrics for White are not provided in proxies .

Past Roles

External Roles

No additional public company directorships or external board roles for White are disclosed in the 2024 or 2025 proxies .

Fixed Compensation

Director equity compensation (Mark White):

Notes:

• Directors who are employees do not receive additional cash for board service; the company paid only equity to non‑employee directors in 2023 and 2024 .

Performance Compensation

• No executive bonus, PSU/RSU, or performance cash details are disclosed for White in proxies; only the CEO’s bonus determinations are discussed (White is not listed as a named executive officer) .
• Director equity awards are options (no performance metrics disclosed for director equity) .

Equity Ownership & Alignment

Additional alignment/signals:

• Insider purchases in company private placements:
  • Apr 7, 2023: purchased 3,000 shares at $12.61 ($37,830) .
  • Nov 27, 2023: purchased 1,990 shares at $6.10 ($12,140) .
• No footnote disclosure of pledged shares for White in 2024/2025 beneficial ownership tables (footnotes for White list only options exercisable within 60 days) .
• Section 16 compliance: the company reports that directors (including White) each failed to timely file one report for one transaction in the relevant year (administrative timing issue) .

Employment Terms

• No employment agreement, target bonus, severance multiple, or change‑in‑control terms for White are disclosed in the 2024 or 2025 proxies (the company summarizes only the CEO’s contract and, formerly, the CFO’s offer letter) .
• Company‑wide clawback: NYSE‑compliant policy requiring recovery of incentive compensation (cash/equity, including vested) for restatements; lookback covers three completed fiscal years prior to restatement determination (policy updated to reflect NYSE timing) .
• Equity Plan terms prohibit option repricing without shareholder approval when listed on an exchange .

Board Governance

• Current board/committee roles:
  • 2025 proxy: Board nominees include White; committees: Compensation (member), Nominating (member). Audit composition changed mid‑2024 (White served Jan 1–Jun 28, 2024; then replaced by Hoffman to maintain independence) .
  • 2024 proxy (covering 2023 year): White served on Audit, Compensation, and Nominating; board determined him independent for NYSE purposes at that time .
• Leadership/attendance: Board held six meetings in 2024; no director attended fewer than 75% of board and committee meetings; executive sessions held without management . In 2023, board held seven meetings; no director under 75% attendance; executive sessions held .
• Dual‑role implications: White became Chief Business Officer in 2024 while remaining a director. Audit membership was adjusted mid‑year 2024, and committee independence is affirmed under NYSE standards in the 2025 proxy; the board states Hoffman and White meet the additional independence test for compensation committee members .

Compensation Structure Analysis

• Director pay mix is 100% equity (stock options), with no cash retainers, aligning directors with shareholders but potentially increasing dilution; White also received option grants for consulting services in 2023 and 2024 .
• The equity plan was amended in 2024 to increase the share reserve to 3,000,000 and the per‑individual annual limit to 400,000, to sustain equity‑based compensation (subject to shareholder approval in 2024) .
• The plan includes anti‑repricing protections without shareholder approval for exchange‑listed status, mitigating a key governance red flag .

Related Party Transactions

• 2023 private placements: directors and officers, including White, bought shares on market terms; White purchased 3,000 shares (April) and 1,990 shares (November) as noted above .
• The company reports no other related‑party transactions over $120,000 involving directors/executives in 2023–2024 outside of disclosed compensation and these private placements .

Performance & Track Record

• Biography highlights: As Pfizer marketing leader, White led successful global launches (Lyrica, Xeljanz) and global marketing for Enbrel and Celebrex, indicating deep expertise in commercializing CNS/immunology assets—a relevant skillset for Annovis’ late‑stage programs .
• No proxy‑disclosed TSR or operational performance metrics are attributed specifically to White; the company’s proxies do not provide executive performance scorecards for him .

Compensation Committee Analysis

• Committee composition: White and Hoffman comprised the Compensation Committee in 2023 and 2024 (Hoffman, Chair) .
• Independence: The board states Compensation Committee members meet NYSE independence standards, including the additional compensation committee test .
• Use of consultants: The company notes base salary decisions for named executive officers were informed by feedback from a compensation consultant; however, detailed consultant engagement specifics are not disclosed in proxies .

Equity Vesting and Potential Insider Selling Pressure

• Recent option grants to White as director were struck at $13.17 (Jan 2023) and $6.07 (Nov 2023), and $6.00 (Dec 2024), with vesting schedules disclosed generally for executives in plan examples; for White, proxies disclose the size and strike, but not detailed vesting schedules for director grants (8,069 of his 2024 consulting options vested during 2024) .
• Beneficial ownership tables show an increase in options exercisable within 60 days from 74,323 (2024) to 120,561 (2025), indicating more near‑term exercisable equity that could translate into sellable shares upon exercise, depending on trading windows and personal decisions .

Employment Terms (Severance/Change‑of‑Control) — White

• Not disclosed in proxies. The CEO’s agreement (and prior CFO offer letter) are summarized, but there is no specific disclosure for White’s CBO terms regarding severance multiples, CIC triggers, or restrictive covenants .

Board Service History, Committees, Independence

Director Compensation (Detail)

Say‑on‑Pay & Shareholder Feedback

Annovis’ 2024 and 2025 proxies do not include an advisory say‑on‑pay proposal; the company is an emerging growth company and provides scaled executive compensation disclosures .

Expertise & Qualifications

• Education: B.A. and M.A. (University of Missouri); MBA (University of Chicago Booth) .
• Domain expertise: Commercial strategy and global launches in CNS/immunology, diagnostics; early‑stage CEO experience .

Equity Plan and Clawback Context (Company Level)

• Amended 2019 Equity Incentive Plan: increased share reserve and individual annual caps to sustain equity‑based compensation, supporting retention but with potential dilution .
• Clawback: NYSE‑compliant policy requiring recovery of incentive pay (including vested equity) after restatements; applies to current/former executive officers .
• Anti‑repricing: No option repricing without shareholder approval while listed .

Investment Implications

• Alignment: White’s compensation for board service is 100% equity, and he made direct share purchases in 2023 private placements, indicating alignment, though his ownership is <1% of shares outstanding as of April 2025 (181,728 shares; 120,561 options exercisable within 60 days) .
• Independence/oversight: Transition to an executive role in 2024 while remaining on the board required mid‑year committee changes (removal from Audit), but he continues to serve on Compensation and Nominating, with the board asserting NYSE independence compliance for committee service—an area for governance monitoring given dual roles .
• Liquidity/overhang: Increased near‑term exercisable options (from 74,323 to 120,561) may create incremental selling capacity, depending on exercise economics and trading windows; however, proxies do not provide Form 4‑level trading cadence for White .
• Retention risk/contract clarity: Absence of disclosed employment terms (salary, target bonus, severance/CIC) for the CBO limits visibility into retention incentives; investors should watch for 8‑K Item 5.02 filings if a formal agreement is executed .
• Process rigor: Minor Section 16 filing timeliness issues were noted for all directors (including White), but no related‑party transactions outside disclosed private placements; plan governance includes anti‑repricing protections .