Steffen Thomas
ANAVEX LIFE SCIENCESAbout Steffen Thomas
Steffen Thomas, PhD, age 59, is an independent director of Anavex Life Sciences (AVXL) with core credentials in intellectual property law for small molecule pharmaceuticals. He has practiced as a European patent attorney since September 2011 at Epping Hermann Fischer; previously he was in-house at Takeda and Nycomed Pharma. Education: MS and PhD in Chemistry from the University of Munich. Board tenure: served on the AVXL Board since June 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epping Hermann Fischer (IP law firm) | European patent attorney | Since Sep 2011 | Drafting, prosecuting, enforcing patents; opposition/appeal proceedings; chemistry focus |
| Takeda Pharmaceutical Company | In-house patent attorney | Not disclosed | Patent counsel in leading global pharma; small molecules expertise |
| Nycomed Pharma (acquired by Takeda 2011) | Patent attorney | Not disclosed | IP work prior to Takeda acquisition |
External Roles
| Organization | Role | Public Company? | Tenure/Notes |
|---|---|---|---|
| None disclosed | — | — | AVXL skills matrix does not indicate public company directorship experience for Thomas |
Board Governance
- Independence: The Board determined Steffen Thomas is independent under Nasdaq 5605(a)(2) and SEC rules .
- Committees: Member of Audit; Compensation; Nominating & Corporate Governance (NCG). All chaired by Claus van der Velden; Thomas is not a chair .
- Meetings: Board met 5 times in FY2024; Audit met 4; Compensation met 2; NCG met 1. Each incumbent director attended ≥75% of Board and relevant committee meetings in FY2024 .
- Board leadership: Independent Board Chair (Dr. Jiong Ma); separation of Chair and CEO roles emphasized for objective oversight .
- Anti-hedging/derivatives: Company policy prohibits short sales, puts/calls/derivatives, and financial instruments designed to hedge stock value decreases .
- Pledging: Insider trading policy prohibits pledging Company securities or purchasing on margin .
- Audit oversight: Audit Committee independence affirmed; van der Velden designated audit committee financial expert .
Fixed Compensation
| Director | Fiscal Year | Cash Retainer ($) | Chair/Membership Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Steffen Thomas | 2024 | 25,000 | 0 (not a chair) | 25,000 |
- Policy: Non-employee directors receive $25,000 per year, paid quarterly; Board Chair and committee chairs receive an additional $4,000 per quarter (Thomas does not receive these) .
Performance Compensation
| Director | Fiscal Year | Option Awards Grant Value ($) | Annual Grant (shares) | Vesting |
|---|---|---|---|---|
| Steffen Thomas | 2024 | 202,200 | 50,000 to each director (policy) | Annual awards typically vest in full on the first anniversary of grant date |
- Award mechanics: Non-employee directors regularly receive stock options; initial grants vest over three years; annual grants typically one-year cliff vest .
- Equity plan governance: 2022 Omnibus Plan features clawback, no repricing without shareholder approval, 10-year max term, no tax gross-ups, and minimum one-year vesting (Amendment proposed in 2025) .
Other Directorships & Interlocks
| Person | Other Public Boards | Committee Roles Elsewhere | Interlocks/Shared Directorships |
|---|---|---|---|
| Steffen Thomas | None disclosed | — | None disclosed in proxy |
Expertise & Qualifications
- Intellectual Property Law Expert; specialization in small molecule pharmaceuticals; extensive patent drafting, prosecution, enforcement, and opposition/appeal experience .
- Chemistry credentials: MS and PhD in Chemistry (University of Munich) .
- International background (Europe/Japan); prior roles at Takeda and Nycomed .
- Skills matrix confirms IP law expertise; independence; international background .
Equity Ownership
| As-of Date | Holder | Beneficial Ownership (shares) | Percent of Class |
|---|---|---|---|
| Apr 25, 2025 | Steffen Thomas (Director) | 393,833 | <1% |
| Metric | Detail |
|---|---|
| Options included in 60-day beneficial ownership | Includes options with strikes at $1.76, $3.28, $2.58, $2.96, $5.49, $18.11, $10.09, $8.57, and $5.36 that have vested or vest within 60 days . Excludes additional options that do not vest within 60 days, including blocks at $10.09, $8.57, $5.36, and $8.58 . |
| Outstanding director options (total) | 455,500 options as of Sep 30, 2024 (aggregate vested + unvested) . |
| Ownership guidelines | Company has no stock ownership guidelines for executives/directors . |
| Hedging/pledging | Prohibited by policy (anti-hedging and insider trading policy) . |
Governance Assessment
-
Strengths
- Independent director with specialized IP expertise relevant to AVXL’s small-molecule pipeline; supports oversight of patent strategy and risk .
- Full committee participation across Audit, Compensation, and NCG enhances board engagement; Board and committees met regularly in FY2024 .
- Anti-hedging and anti-pledging policies reduce alignment risks; equity plan has clawback and no repricing without shareholder approval .
- Independent Board Chair structure supports effective oversight, separation from management .
-
Alignment/Pay structure signals
- Director compensation mix is modest cash retainer ($25k) with equity options ($202.2k grant-date fair value in 2024); annual grant size 50,000 options with 1-year vest aligns with shareholder outcomes through equity at risk .
- Company does not maintain stock ownership guidelines—neutral to mild negative for long-term alignment in a pre-commercial biotech context .
-
Potential concerns and red flags
- No stock ownership guidelines or holding requirements for directors/executives (RED FLAG: weaker formal alignment standard, though equity awards help mitigate) .
- Section 16(a) compliance: the company disclosed certain delinquent Form 4 filings in FY2024, including one for Steffen Thomas on Feb 23, 2024 (administrative timeliness issue; typically minor but worth monitoring) .
- Attendance disclosure is aggregate (≥75% for all incumbents), not individual—limits visibility on personal attendance; only one director attended the 2024 Annual Meeting (names not disclosed) .
-
Conflicts/Related-party review
- Proxy reports no related-party transactions >$120,000 since Oct 1, 2023 involving directors/executives; transactions with related persons require Audit/NCG review under policy .
- No disclosed business dealings between AVXL and Epping Hermann Fischer or entities tied to Thomas; audit/NCG oversight frameworks in place .
-
Shareholder sentiment
- 2024 say-on-pay approval at 83.8% indicates acceptable investor support for compensation programs; Compensation Committee independent, no compensation consultants engaged in FY2024 .
Overall: Thomas brings deep IP law competency and broad committee participation; independence and anti-hedging/pledging policies are positives. Lack of ownership guidelines and a noted late Form 4 are minor governance drawbacks. No material conflicts disclosed.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Steffen Thomas | 25,000 | — | 202,200 | — | — | — | 227,200 |
- Annual policy notes: $25,000 cash retainer; annual options typically 50,000 shares, one-year cliff vest; Chair and committee chair fees $4,000 per quarter (Thomas does not receive these) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Skills matrix shows public company directorship experience not indicated for Thomas . |
Equity Ownership & Incentives (Breakdown)
| Category | Detail |
|---|---|
| Beneficial ownership (as of Apr 25, 2025) | 393,833 shares; less than 1% of outstanding (85,371,852 shares outstanding) . |
| Option position indicators | Included strikes vesting within 60 days (e.g., $1.76, $3.28, $2.58, $2.96, $5.49, $18.11, $10.09, $8.57, $5.36); excludes certain tranches not vesting within 60 days (e.g., $10.09, $8.57, $5.36, $8.58) . |
| Aggregate outstanding options (Sep 30, 2024) | 455,500 options held by Thomas (vested + unvested) . |
Governance Quality Snapshot
- Committee assignments: Audit, Compensation, NCG member; all committees chaired by van der Velden; Thomas not a chair .
- Independence/attendance: Independent; attended ≥75% of Board/committee meetings (aggregate disclosure) .
- Ownership alignment: No formal ownership guidelines; anti-hedging/pledging in place; recurring option grants for directors .
- Conflicts: No related-party transactions reported; policies require Audit/NCG review for any such transactions .
- Signals: Independent Chair; clawback policy on incentive comp; equity plan governance enhancements proposed in 2025 .
Insider Trades (Disclosure Notes)
| Item | Detail |
|---|---|
| Section 16(a) timeliness | Company cites a Form 4 filing on Feb 23, 2024 for Steffen Thomas among filings noted in its “Delinquent Section 16(a) Reports” list (administrative timeliness disclosure) . |
Compensation Committee Analysis
- Composition: Independent directors (van der Velden, Thomas, Donhauser); Thomas is a member. No committee interlocks; no members have served as Company officers .
- Consultants: None engaged in FY2024; committee retains authority to hire advisors; oversight of equity and incentive plans .
- Shareholder feedback: Say-on-pay approved by 83.8% in 2024; committee reviews outcomes and feedback when setting comp .
Related Party Transactions
- None reportable since Oct 1, 2023 involving directors/executives; formal review procedures in Audit/NCG charters; thresholds and factors disclosed .
Expertise & Qualifications
- IP law expert (chemistry/small molecules), seasoned patent practitioner across drafting, prosecution, enforcement, and proceedings; MS/PhD in Chemistry; international perspective .
Governance Assessment
- Net assessment: Positive board effectiveness signal via independence and committee coverage; IP specialty is strategically relevant to AVXL. Minor governance risks include absence of ownership guidelines and the noted late Section 16 filing. No disclosed conflicts or related-party exposure; policies mitigate hedging/pledging risks .