Athanasios Skarpelos
ANAVEX LIFE SCIENCESAbout Athanasios (Tom) Skarpelos
Athanasios (Tom) Skarpelos, age 58, is an independent director of Anavex Life Sciences Corp. and a founder of the company; he has served on the Board since January 2013 . He is a self‑employed investor with over 20 years of experience focused on biotechnology companies involved in drug discovery and development, with relationships across academic institutes in Europe and North America; education not disclosed in the proxy . The Board has affirmatively determined he is independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anavex Life Sciences Corp. | Founder; Director | Founder; Director since Jan 2013 | Founder status disclosed; independent director |
| Self‑employed (biotech focus) | Investor | 20+ years experience | Focus on drug discovery/development; relationships with academic researchers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or external board roles disclosed in the proxy biography |
Board Governance
- Independence: Board determined Skarpelos (and four other directors) are independent; CEO Missling is not independent .
- Board leadership: Independent Board Chair (Jiong Ma) with authority to set agendas and preside over meetings; Chair and CEO roles separated .
- Committee memberships: Skarpelos is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees; current members are:
- Audit: Claus van der Velden (Chair), Steffen Thomas, Jiong Ma
- Compensation: Claus van der Velden (Chair), Steffen Thomas, Peter Donhauser
- Nominating & Corporate Governance: Claus van der Velden (Chair), Steffen Thomas, Peter Donhauser
- Attendance: The Board met five times in fiscal 2024; each incumbent director attended at least 75% of Board and relevant committee meetings during their service period .
- Anti‑hedging/pledging: Insider trading policy prohibits short sales, derivative transactions, margin purchases, borrowing against company securities, and pledging without advance clearance; hedging instruments expressly prohibited .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $25,000 | FY2024 | Paid quarterly |
| Chair fees (Board) | $0 (not Chair) | FY2024 | Board Chair receives $4,000 per quarter (Ma); not applicable to Skarpelos |
| Committee chair fees | $0 (not chair) | FY2024 | Committee chair receives $4,000 per quarter (van der Velden); not applicable to Skarpelos |
| Meeting fees | Not disclosed | FY2024 | No separate meeting fees disclosed |
| Total cash fees (Skarpelos) | $25,000 | FY2024 | As reported in Director Compensation table |
Performance Compensation
| Component | Grant Date | Number of Options | Exercise Price | Grant‑date Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| Annual director option award | 2024 (date not specified) | 50,000 (each director) | $8.58 (series noted as not vesting within 60 days) | Included in $202,200 total option awards for Skarpelos | Annual awards typically vest in full on first anniversary of grant |
| Total option awards (Skarpelos) | — | — | — | $202,200 (FY2024) | Time‑based per director program |
- Plan features that affect directors: No repricing without stockholder approval; 10‑year term cap; no tax gross‑ups; automatic vesting of non‑employee director awards upon change in control; minimum one‑year vesting introduced via 2025 amendment with limited exceptions .
- Performance metrics tied to director compensation: None disclosed for non‑employee directors; director awards are predominantly time‑based options .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards or shared directorships disclosed; no interlocks identified in proxy |
Expertise & Qualifications
- Biotech investor with >20 years’ experience in drug discovery/development projects; founder relationships with academic researchers in Europe and North America .
- Founder of Anavex; continuous Board service since 2013, providing long‑tenure knowledge of company programs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Athanasios Skarpelos | 1,645,291 | 1.9% | Based on 85,371,852 shares outstanding as of Apr 25, 2025 |
Breakdown of option holdings reported (vested or vesting within 60 days vs. not within 60 days):
| Option Series | Shares | Exercise Price | Vested/Vesting within 60 days? |
|---|---|---|---|
| Options | 100,000 | $3.28 | Yes (within 60 days) |
| Options | 45,500 | $2.58 | Yes (within 60 days) |
| Options | 50,000 | $2.96 | Yes (within 60 days) |
| Options | 35,000 | $5.49 | Yes (within 60 days) |
| Options | 25,000 | $18.11 | Yes (within 60 days) |
| Options | 33,333 | $10.09 | Yes (within 60 days) |
| Options | 33,333 | $8.57 | Yes (within 60 days) |
| Options | 16,667 | $5.36 | Yes (within 60 days) |
| Options | 16,667 | $10.09 | No (outside 60 days) |
| Options | 16,667 | $8.57 | No (outside 60 days) |
| Options | 33,333 | $5.36 | No (outside 60 days) |
| Options | 50,000 | $8.58 | No (outside 60 days) |
- Hedging/pledging: Company policy prohibits hedging and, for insiders, pledging without pre‑clearance; margin purchases and borrowing against company securities are prohibited .
- Stock ownership guidelines: None; company discloses no stock ownership guidelines or holding requirements .
Insider Trades
| Filing Type | Filing Date | Note |
|---|---|---|
| Form 4 | Feb 23, 2024 | Listed under “Delinquent Section 16(a) Reports” (timing issue noted across several insiders) |
Governance Assessment
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Positives:
- Independent director under Nasdaq; independent Board Chair; majority‑independent Board with formal committee charters .
- Anti‑hedging and anti‑pledging features strengthen alignment and reduce risk; clawback policy in place for incentive compensation and plan awards .
- Attendance threshold met (≥75% for all incumbents), indicating baseline engagement .
- Meaningful personal ownership (~1.9% of shares outstanding), supporting alignment with shareholders .
- Equity awards for non‑employee directors accelerate on change in control, aligning directors with strategic outcomes; no repricing without shareholder approval; no tax gross‑ups .
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Areas to watch / RED FLAGS:
- No stock ownership guidelines—common governance expectation for alignment; company explicitly discloses none .
- Founder status while serving as “independent” can create perceived conflicts; Board affirms independence under rules, but investors may scrutinize transactional impartiality .
- Not currently serving on Board committees—limits direct oversight involvement in audit, compensation, and governance processes .
- Section 16(a) delinquent filing reported (Form 4 timing) for Skarpelos among other insiders—generally minor but a compliance signal .
- Director compensation mix skewed toward options ($202,200 options vs. $25,000 cash in FY2024), increasing pay‑for‑stock performance exposure but can raise dilution concerns; annual grant size 50,000 options per director .
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Related‑party transactions: Company reports none since Oct 1, 2023 meeting SEC thresholds; formal review policy in place .
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Say‑on‑pay context: 2024 advisory approval of executive compensation at 83.8%—supportive of compensation governance; while aimed at executives, it informs broader investor confidence .