Alec Machiels

About Alec Machiels

Independent director of Apellis since 2009; age 52 as of April 2025. Founding Managing Partner at CoLift LLC (2019–present); prior Partner at Pegasus Capital Advisors (2006–2019; joined 2002). Education: MBA Harvard Business School; License in Law (KU Leuven); MA International Economics (Konstanz University). Designated by the Board as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Board classification: Class II director; nominated for re‑election at the 2025 Annual Meeting (term to 2028 if elected) .
• Committees: Audit (Chair), Compensation (Member), Compliance (Member) .
• Audit committee financial expert designation; committee independence affirmed under Nasdaq/SEC rules .
• Independence: Board determined all non‑employee directors, including Machiels, are independent (Feb–Apr 2025 review) .
• Attendance: Board met 7 times in 2024; each director attended ≥75% of board and committee meetings served; independent directors held 5 executive sessions in 2024 .
• Board leadership: Independent Chair (Gerald Chan); no Lead Independent Director given Chair independence .

Fixed Compensation

• Director fee structure (2024 program—unchanged for 2025): Board member $50,000; Audit member $12,500 + Audit Chair add’l $12,500; Compensation member $10,000; Compliance member $7,500; Nominating & Governance member $7,500; board chair add’l $33,750 (not applicable to Machiels) .
• 2024 amounts earned by Machiels:

Performance Compensation

• Annual non‑employee director equity program:
  • Jan 2024 grants to each eligible director: Options 5,748; RSUs 3,341; options vest in four quarterly installments within the year (and next Jan 1) and have a 7‑year term; RSUs vest at 1‑year anniversary; change in control vests awards in full .
  • Jan 2025 grants to each eligible director: Options 11,199; RSUs 6,267; same vesting terms; no program changes for 2025 .

• Outstanding awards (as of Dec 31, 2024): Options 216,417; RSUs 6,606 .

Other Directorships & Interlocks

• Prior board service: “several public and private companies” (not named) .
• Voting proxy over CEO‑related trust shares: Holds voting proxy for 234,411 shares in The Francois‑DuBois Educational Trust (also listed within CEO’s beneficial ownership), creating an interlock in voting authority with management holdings .
• Committee interlocks: None disclosed; compensation committee interlocks section indicates no officer/committee cross‑appointments with external entities .

Expertise & Qualifications

• Financial, legal, and investment background; board experience across public/private companies .
• Education: MBA (Harvard), License in Law (KU Leuven), MA International Economics (Konstanz) .
• Audit committee financial expert designation; financial sophistication per Nasdaq rules .

Equity Ownership

• Beneficial ownership (as of March 31, 2025): 1,229,732 shares (≈1.0% of outstanding); includes:
  • 598,566 shares directly;
  • 250,000 shares held by Bauhaus 1, LLC (wholly owned by a trust of which Machiels is investment trustee);
  • 161,950 shares held by affiliates;
  • 234,411 shares in The Francois‑DuBois Educational Trust (voting proxy held by Machiels);
  • 219,216 shares issuable upon exercise of options exercisable within 60 days .
• Stock ownership guidelines: Directors must hold ≥3x annual cash retainer; all directors met guidelines at implementation and as of Dec 31, 2024 .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay support: 89.9% approval of executive compensation .
• 2023 say‑on‑pay support: >93% approval .

Governance Assessment

• Strengths

  • Long‑tenured independent director with deep finance/investment background; designated audit committee financial expert; chairs audit committee overseeing financial reporting, risk, compliance, related‑party transactions, and cybersecurity .
  • Independence affirmed; board has independent Chair; regular executive sessions; attendance met board standard (≥75%) .
  • Ownership alignment: meaningful beneficial stake; directors meet stock ownership guidelines .

• Watch items / RED FLAGS

  • Pledging of Apellis stock: Audit Committee permitted Machiels in 2024 to pledge Company securities as part of a broader collateral package for an extension of credit—pledging is generally discouraged in governance best practice due to potential forced sale risk; monitor scope and any updates to pledging exceptions .
  • Voting proxy interlock: Machiels holds voting proxy over 234,411 shares in a trust associated with CEO’s beneficial ownership, which could create perceived influence over management‑associated votes; monitor for any related‑party considerations or recusal practices .
  • Single‑trigger vesting on change in control for director equity awards (accelerates vesting), which can be viewed as shareholder‑unfriendly by some investors; this is the standard under the director program .

• Compensation Committee analysis

  • Composition: O’Brien (Chair), Fonteyne, Machiels; Walbert added in March 2025; met six times in 2024 .
  • Consultant: Pay Governance serves as independent compensation consultant; committee assessed independence and found no conflicts, though management also engaged them for broader employee compensation work at committee direction .
  • Director pay: Mixed cash + equity; no meeting fees; annual grants in options and RSUs; program unchanged for 2025 .

• Related‑party transactions

  • Company maintains formal RPT policy with audit committee review; no director‑specific RPTs disclosed beyond voting proxy note; indemnification agreements standard for directors .

Overall, Machiels brings strong financial oversight as Audit Chair and significant ownership alignment. The 2024 pledge approval and voting proxy over CEO‑related trust shares are notable governance sensitivities; continued transparency and adherence to independence and RPT policies mitigate risk if monitored appropriately.