Michael Hoffman
Annovis BioAbout Michael Hoffman
Michael B. Hoffman, age 74, has served on Annovis Bio’s board since 2014 and is the independent Chairman of the Board. He is a seasoned investor and M&A leader (Blackstone, Riverstone), founder/partner of Stone Capital Partners (renewable energy), and formerly CIO at Coalition for Green Capital; he is currently CEO of Translational Development Acquisition Corporation and affiliated with Rockefeller University. He holds BA and MA from Northwestern University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverstone Holdings LLC | Partner; led power/renewable investments | 2003–2018 | Principal investment committee; executive committee (transaction leadership) |
| The Blackstone Group L.P. | Senior Managing Director; Head of M&A advisory | Prior to Riverstone (pre‑2003) | Served on principal group investment committee and executive committee (deal governance) |
| Smith Barney, Harris Upham & Co. | Managing Director; Co‑Head of M&A | Prior to Blackstone | M&A leadership (transaction execution) |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Stone Capital Partners | Founder & Partner | Since 2018 | Renewable energy PE focus (capital allocation expertise) |
| Coalition for Green Capital | Chief Investment Officer | Current/recent (2024–2025) | Federal Green Bank program management (public finance) |
| Translational Development Acquisition Corp. | Chief Executive Officer | Current (2025) | SPAC leadership (capital markets) |
| Rockefeller University | Non‑profit board affiliation | Ongoing | Academic governance exposure |
| Northern Genesis III | President | Listed in 2024 proxy | Prior SPAC role |
Board Governance
| Attribute | FY2024 | FY2025 |
|---|---|---|
| Independence (NYSE 303A.02) | Independent | Independent |
| Board Role | Chairman of the Board | Chairman of the Board |
| Committees | Compensation (member & Chair) ; Audit (not listed in committee table for early 2024) | Compensation (member & Chair) ; Audit (member after June 28, 2024) |
| Nominating & Corporate Governance | Not listed for Hoffman | Not listed for Hoffman |
| Attendance | No director <75%; Board met 7 times (2023 context), all participated virtually at 2023 AGM ; Board met 6 times in 2024; no director <75%; all participated virtually at 2024 AGM | Executive sessions at least annually |
| Executive Sessions | Held at least annually | Held at least annually |
| Compensation Committee Interlocks | None (no interlocks/insider participation) | None (no interlocks/insider participation) |
Committee Structures and Independence
- Audit: FY2024 Audit Committee chaired by Reid McCarthy; members Bruck, McCarthy, White (Jan 1–Jun 28, 2024); then Bruck, McCarthy, Hoffman (after June 28, 2024); McCarthy qualifies as “audit committee financial expert” .
- Compensation: Members Hoffman (Chair) and Mark White; met two times in 2024 .
- Nominating: Members Bruck (Chair) and White; met once in 2024 .
- Director independence confirmed; Audit and Compensation committee independence affirmed under NYSE and SEC rules .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair/Member Fees | Meeting Fees | Equity Compensation (Grant-Date Fair Value) | Equity Grant Details |
|---|---|---|---|---|---|
| 2023 | $0 (historically equity-only) | $0 (not disclosed; equity-only) | $0 (not disclosed; equity-only) | $153,923 | 6,820 options @ $13.17 and 14,800 options @ $6.07 |
| 2024 | $0 (equity-only) | $0 (not disclosed; equity-only) | $0 (not disclosed; equity-only) | $161,991 | 31,339 options @ $6.00 |
Notes: Equity values are aggregate grant-date fair values under ASC 718 and may not reflect realizable value; the company states non-employee directors historically receive equity options only .
Performance Compensation
| Performance Metric | FY2023 | FY2024 |
|---|---|---|
| Director performance metrics tied to pay (e.g., TSR, revenue, ESG) | Not disclosed; director compensation is equity options only | Not disclosed; director compensation is equity options only |
The proxy does not disclose performance-based metrics for director pay; directors received equity option grants without cash retainers or meeting fees .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Translational Development Acquisition Corp. | CEO | Not disclosed | No disclosed interlocks with Annovis’ counterparties |
| Stone Capital Partners | Founder & Partner | Not disclosed | Private equity in renewables; no Annovis related-party transactions disclosed |
| Coalition for Green Capital | CIO | Not disclosed | Public finance; no Annovis related-party transactions disclosed |
| Rockefeller University | Board affiliation | Not disclosed | Non-profit; no conflicts disclosed |
Expertise & Qualifications
- Senior M&A leadership (Blackstone; Smith Barney) and energy investing (Riverstone; Stone Capital) — transaction execution, capital allocation, strategic oversight .
- CEO/SPAC experience (Translational Development Acquisition Corp.; prior President of Northern Genesis III) — capital markets fluency .
- Education: BA/MA Northwestern; MBA Harvard — strong financial credentials .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Options Exercisable within 60 days | Indirect/Trust Holdings | Notes |
|---|---|---|---|---|---|
| April 18, 2024 | 1,672,202 | 15.1% | 32,562 | 223,357 Trust Shares (2018 Jane & Michael Hoffman Descendants Trust); Hoffman may be deemed beneficial owner; disclaims beneficial ownership | 11,011,299 shares outstanding at record date |
| April 28, 2025 | 1,720,899 | 8.8% | 81,259 | 223,357 Trust Shares (same as above); disclaims beneficial ownership | 19,486,231 shares outstanding at record date |
Insider Purchases (Director-Related Transactions)
| Date | Shares Purchased | Price per Share | Aggregate Amount |
|---|---|---|---|
| April 7, 2023 (Private Placement) | 59,477 | $12.61 | $750,005 |
| November 27, 2023 (Private Placement) | 163,880 | $6.10 | $1,000,002 |
Related party transactions policy assigns oversight to the Audit Committee; since January 1, 2024, no related person transactions >$120,000 were disclosed beyond executive arrangements . Company repurchased no securities in 2024 .
Governance Assessment
- Board leadership: Independent Chair (Hoffman) with separated CEO/Chair roles; executive sessions at least annually — positive for oversight and independence .
- Committee roles: Hoffman chairs Compensation Committee and serves on Audit (post‑June 28, 2024), with overall committee independence affirmed — supports governance quality, though combining Chair and Comp Chair concentrates influence .
- Attendance/engagement: No director below 75% attendance; Board met six times in 2024 and all directors participated virtually at the 2024 AGM — acceptable engagement .
- Director pay structure: Equity‑only compensation (no cash retainers/meeting fees) promotes alignment; grants sized via ASC 718 values — alignment positive, but options can incentivize risk if heavily out‑of‑the‑money .
- Ownership alignment: Significant “skin‑in‑the‑game” — 8.8% beneficial ownership as of April 28, 2025 (including 81,259 options exercisable); trust holdings disclosed with disclaimer — strong alignment signal .
- RED FLAGS: Directors (including Hoffman) missed one timely Section 16(a) filing in each of 2023 and 2024 — minor compliance lapse .
- Conflicts/interlocks: Compensation Committee interlocks absent; no related‑party transactions >$120k since Jan 1, 2024; director private placements in 2023 reflect capital support rather than conflict (approved under policy) — no material conflicts disclosed .
Additional context: Audit Committee chair identified as “financial expert”; audit and compensation committee independence confirmed under NYSE and SEC rules . Clawback policy applies to executive officers under NYSE rules (not specific to directors) .