Reid McCarthy
Annovis BioAbout Reid McCarthy
Independent director since April 2021; age 71. Career CFO and financing specialist with experience across bank, bond, and equity financings; designated by the Board as an “audit committee financial expert.” Education: BA in International Relations (University of New Hampshire) and MBA in International Finance (NYU). Tenure on ANVS Board started April 2021, with audit oversight leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JJ Haines & Company, Inc. | Chief Financial Officer | 2016–2019 | Led finance at $400M revenue distributor; retired from role |
| Life sciences companies (multiple) | Consulting CFO | 2011–2016 (and beyond as consulting services since 2011) | Financing support across emerging biopharma |
| Topaz Pharmaceuticals, Inc. | Chief Financial Officer | 2007–2011 | Arranged >$34M capital; supported FDA approval; company sold to Sanofi Pasteur |
| Trinity Capital Corporation | Vice President of Financing | Not disclosed | Project financing expertise |
| ASEA Brown Boveri, Inc. | Director – Project Financing | Not disclosed | Infrastructure/project finance |
| J.P. Morgan Chase and other NY money-center banks | Officer | Not disclosed | Banking and capital markets roles |
External Roles
- No current public company directorships disclosed in the proxy biography for McCarthy.
Board Governance
- Committee assignments: Audit Committee member and Chair; committee composition in 2024 shifted from Bruck/McCarthy/White to Bruck/McCarthy/Hoffman, with McCarthy chair throughout 2024; current listing shows Audit Committee: Bruck, Hoffman, and McCarthy (Chair).
- Independence: Board determined McCarthy is independent under NYSE 303A.02 and Rule 10A‑3; also meets additional independence tests for Audit Committee members.
- Attendance and engagement: Board held 6 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting virtually.
- Executive sessions: Board meets periodically, and at least annually, in executive session without management.
- Lead Independent Director: No lead independent director (Chair and CEO roles were separated during 2024, but no lead director designated).
- Audit Committee activity: Audit Committee met 4 times in 2024; McCarthy designated an “audit committee financial expert.”
Fixed Compensation
| Component (Directors) | 2024 Amount |
|---|---|
| Annual retainer (cash) | $0 (equity-only director compensation in 2024) |
| Committee membership fees | $0 (equity-only) |
| Committee chair fees | $0 (equity-only) |
| Meeting fees | $0 (equity-only) |
The proxy states non‑employee directors historically have not received compensation other than stock options, and for fiscal year 2024 the Company paid only equity compensation to directors.
Performance Compensation
| Name | Year | Award Type | Grant Size | Exercise Price | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|---|
| Reid McCarthy | 2024 | Stock Options | 22,831 options | $6.00 | $118,013 | Not disclosed in proxy | None disclosed for director equity (no revenue/EBITDA/TSR metrics referenced) |
Notes: The amounts reflect grant-date fair value under ASC 718; proxy does not disclose vesting terms for the director grants.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | — |
- Board composition note: Mark White serves as both director and Chief Business Officer (non‑independent), which can affect committee composition dynamics; however, McCarthy’s Audit role remains independent.
Expertise & Qualifications
- Audit committee financial expert as defined by Item 407(d)(5) of Regulation S‑K; financial sophistication consistent with NYSE requirements.
- Specialist in corporate financing (bank, bond, equity) and operating/CFO roles across healthcare and industrial contexts.
- Demonstrated transaction experience (capital raises, FDA approval financing, company sale to Sanofi Pasteur).
- MBA in International Finance (NYU) and undergraduate degree in International Relations (UNH).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notable Components |
|---|---|---|---|
| Reid McCarthy (Director) | 77,703 | <1% | Includes 70,398 options exercisable within 60 days; shares outstanding base: 19,486,231 (as of Apr 28, 2025) |
The Company indicates beneficial ownership calculations include options exercisable within 60 days.
Governance Assessment
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Positive signals:
- Independence and qualification: McCarthy is independent and serves as Audit Chair; designated audit committee financial expert, supporting effective financial oversight.
- Engagement: Board met 6 times in 2024; no director below 75% attendance; Audit Committee met 4 times, indicating active oversight cadence.
- Alignment: Directors compensated solely with equity in 2024 (no cash retainer), which can align interests with shareholders.
-
Neutral/Context:
- Ownership: McCarthy’s beneficial ownership is <1%, typical for non‑employee directors at small-cap biopharma, with most exposure through options.
- Executive sessions occur at least annually, which meets baseline governance practice.
-
RED FLAGS / watch items:
- No Lead Independent Director, which can reduce independent oversight leverage when the Chair and CEO roles evolve; Board asserts flexibility but absence of a lead can be viewed as a governance gap by some investors.
- Related parties: None over $120,000 since Jan 1, 2024 (good), but note that fellow director Mark White received additional option grants for consulting services ($87,940 total compensation for those awards), which warrants monitoring for independence/role clarity—no such issues are disclosed for McCarthy.
-
Conflicts/Related-party exposure:
- The Audit Committee reviews/approves related‑person transactions; the proxy reports none exceeding $120,000 since Jan 1, 2024.
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Committee effectiveness:
- McCarthy’s chair role on Audit and status as financial expert are positive for audit quality; Audit charter responsibilities include oversight of internal control over financial reporting, risk management discussions, related‑party review, and complaint procedures.
- Compensation Committee met twice in 2024; director compensation decisions reflect an equity‑only approach.
Overall, McCarthy’s independence, audit expertise, and chair role support investor confidence in financial oversight; monitoring is advised for broader board structure (absence of Lead Independent Director) and any evolving consulting roles among other directors (not McCarthy).