Stephanie Monaghan O’Brien

About Stephanie Monaghan O’Brien

Independent director at Apellis since 2013; age 66. She chairs the Compensation Committee and serves on the Nominating & Corporate Governance and Compliance Committees. Professionally, she is an attorney at Morningside Technology Advisory, LLC (since 1997), and holds a J.D. from NYU School of Law and an A.B. cum laude from Harvard College . The board determined in Feb/Apr 2025 that all directors except the CEO are independent under Nasdaq and SEC rules; directors (including O’Brien) attended at least 75% of board and applicable committee meetings in 2024, and all directors attended the 2024 annual meeting; independent directors held five executive sessions in 2024 .

Past Roles

External Roles

Board Governance

• Board classification: eight directors in three staggered classes; O’Brien is Class I (term expires 2027) .
• Independence: Board determined all non-employee directors (incl. O’Brien) are independent under Nasdaq Rule 5605, SEC Rules 10A-3/10C-1 .
• Committees and meeting cadence:
  • Compensation (Chair; 6 meetings in 2024; Walbert joined Mar-2025) .
  • Compliance (Member; 4 meetings in 2024; Fonteyne Chair; Walbert joined, Dunlop left in Mar-2025) .
  • Nominating & Corporate Governance (Member; 1 meeting in 2024; Chan Chair; Walbert joined Mar-2025) .
  • Audit Committee met 4 times in 2024 (O’Brien is not a member) .
• Attendance and engagement: Board met 7 times in 2024; each director attended ≥75% of board and committee meetings; independent directors held 5 executive sessions; all directors attended the 2024 annual meeting .
• Board leadership: Independent Chair (Gerald Chan); no Lead Independent Director given independent Chair; CEO/Chair roles separated .
• Risk oversight: Compensation Committee oversees pay-for-performance and HCM risk; Compliance Committee oversees healthcare compliance; Nom/Gov oversees board composition, conflicts, ESG, succession .

Fixed Compensation

Performance Compensation

Director awards are time-based; no performance metrics are attached to director equity grants. All non-employee director awards vest in full upon a change in control .

Other Directorships & Interlocks

• Prior public board: Aduro Biotech Inc. (2011–2020) .
• Morningside affiliation: O’Brien (Morningside Technology Advisory) and Apellis Chair Gerald Chan (Co-Founder, Morningside Group) serve concurrently on Apellis’ board .
• 10% holder: Morningside Venture Investments, Ltd. beneficially owns ~10.2% of Apellis as of Mar 31, 2025 .
• Related-party procedures: Audit Committee must approve/ratify related-person transactions ≥$120,000; criteria include arms-length terms and company best interests .

Expertise & Qualifications

• Legal/investment professional with 25+ years building early-stage life science and technology companies; extensive public/private board service .
• Education: J.D. (NYU), A.B. cum laude (Harvard) .

Equity Ownership

Insider Trades (Form 4)

Compensation Committee Analysis

• Committee leadership: O’Brien serves as Chair (2024 and 2025) and signed the Compensation Committee report .
• Use of independent consultant: Pay Governance engaged; independence assessed—no conflicts; supports peer benchmarking and program design .
• Peer group oversight: 2024 peer group included 14 biopharmas; 2025 peer group adjusted (removed Exelixis, Sarepta, United Therapeutics; added Axsome, Biocryst, Madrigal) .
• Say-on-pay signal: 2024 say-on-pay passed with 89.9% support, indicating shareholder endorsement of compensation oversight .

Governance Assessment

• Strengths

  • Independent director with deep governance experience; chairs Compensation Committee; active participation across committees .
  • Clear pay structure for directors with balanced cash/equity; equity aligns with shareholder outcomes; change-in-control treatment disclosed .
  • Strong attendance and engagement; board uses executive sessions and maintains independent chair separation from CEO .
  • Robust related-party and insider trading policies; clawback framework (executives) and stock ownership guidelines met by all directors as of 2024 .

• Potential conflicts / monitoring items

  • Morningside interlocks: O’Brien’s Morningside affiliation and Morningside’s ~10.2% ownership alongside an independent Chair who co-founded Morningside heighten related-party oversight needs; Audit Committee policy mitigates but warrants continued monitoring .
  • Pledging risk: Company allows Audit Committee exceptions; a 2024 exception was granted to another director (Machiels); no exception disclosed for O’Brien, but policy underscores the need for continued vigilance .
  • Director equity grants increased share counts in 2025 vs 2024 (consistent with fixed grant-value policy); ensure grant-sizing remains aligned with governance best practices and market norms .

Overall, O’Brien presents as a seasoned, independent governance leader with strong committee influence, particularly in compensation design and shareholder alignment. Interlocks with Morningside require ongoing transparency and strict adherence to related-party controls to maintain investor confidence .

Appendix: Director Compensation (2024)