Andrew Moin
About Andrew Moin
Andrew Moin is an independent Class II director of SAB Biotherapeutics (joined October 2023), a Partner and Analyst at Sessa Capital since 2012, and previously an associate in the Tax Group at Sullivan & Cromwell (2008–2012). He holds a B.A. in Economics with distinction from Amherst College and a J.D., magna cum laude, from Harvard Law School; he was age 40 as of May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sessa Capital (Master) L.P. | Partner and Analyst | 2012–present | Investor representative designated to SABS Board via Board Designation Agreement (Sept 29, 2023) |
| Sullivan & Cromwell LLP (Tax Group) | Associate | 2008–2012 | Advised corporate clients on transactions |
| JDRF NYC Chapter (Young Leadership Committee) | Member | Not disclosed | Non-profit engagement in T1D community |
| Great Neck Community School | Chair of Board of Trustees | Not disclosed | Non-profit governance leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy filings . |
Related party context: Sessa Capital obtained a Board Designation Agreement; Moin was appointed to the SABS Board in Oct 2023 .
Board Governance
- Classification and tenure: Class II director; Class II terms expire immediately following the annual meeting for the calendar year ended Dec 31, 2026 .
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair is David Link; members include Scott Giberson and Jay Skyler; all are independent .
- Independence: Board determined Moin is an “independent director” under Nasdaq rules .
- Attendance: In 2023, each director attended at least 75% of Board and applicable committee meetings; independent directors held six executive sessions .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (Board) | $30,000 | For each non-employee director |
| Committee member fee (Nominating – non-chair) | $4,000 | Annual; non-chair members |
| Committee chair fees | $6,000 (Nominating), $8,000 (Audit), $7,000 (Compensation) | Annual chair fees by committee |
| Meeting fees | Not disclosed | No meeting fees disclosed in policy |
Note: Amounts reflect May 2024 Director Compensation Policy. Individual director-level payouts are not itemized in the proxy .
Performance Compensation
| Equity Award | Grant Size | Vesting | Terms/Notes |
|---|---|---|---|
| One-time option grant upon appointment | 35,000 options (pro rata from June 1) | Over 3 years | For each non-employee director upon Board appointment |
| Annual option grant | 20,000 options | Over 2 years | For each non-employee director annually |
| Annual director award cap | $1,000,000 FMV | — | Non-Employee Director awards may not exceed $1,000,000 FMV per calendar year |
| Plan performance awards framework | Committee-set goals (Performance Units/Shares) | Per award agreement | Performance units/shares payable in cash/shares based on goals; RSUs/deferred stock available; dividend equivalents permitted per plan |
No director-specific performance metrics disclosed for Moin; awards follow plan terms administered by the Compensation Committee and Board for non-employee directors .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Sessa Capital (Master) L.P. and affiliates | Significant investor; beneficial owner of SABS securities; Moin is Partner/Analyst; Board designation agreement appointed Moin (Sept 29, 2023) | Investor representative on Board; Moin disclaims beneficial ownership except to extent of pecuniary interest; Sessa subject to 4.99% blocker on Series A/B Preferred |
Expertise & Qualifications
- Investment and governance: 12+ years at Sessa Capital (idea generation, research, implementation) .
- Legal/technical: Tax transactions experience at Sullivan & Cromwell (2008–2012) .
- Education: B.A. Economics, Amherst; J.D., Harvard Law School (magna cum laude) .
- Board independence affirmed by SABS; diverse Board composition with emphasis on governance guidelines .
Equity Ownership
As of August 1, 2025:
| Holder | Common Shares | % of Common | Series A-2 Preferred Shares | % of A-2 | Series B Preferred Shares | % of B | % of Total Voting Power |
|---|---|---|---|---|---|---|---|
| Andrew Moin | 458,457 | 4.40% | 28,380 | 81.16% | 228,500 | 22.85% | 14.56% |
- Footnote clarifies beneficial ownership is reported by Sessa Capital entities; Moin disclaims beneficial ownership except pecuniary interest; Sessa subject to a 4.99% blocker on Series A and Series B Preferred .
- Beneficial ownership percentages computed per SEC rules; outstanding shares base described in the proxy’s ownership section .
Governance Assessment
- Alignment: Director pay skews to equity options with multi-year vesting; policy-based cash retainer modest ($30k) and committee fees small, supporting long-term alignment .
- Independence and engagement: Board determined Moin independent; attended at least 75% of meetings in 2023; independent directors met in executive session six times—indicates ongoing engagement .
- Committees: Seat on Nominating & Corporate Governance aligns with his investment/governance background; not on Audit/Compensation, limiting direct influence over financial reporting or pay decisions .
- Related-party exposure: Board designation via Sessa; substantial beneficial holdings via Sessa and significant voting power upon conversion create potential investor-representative dynamics—mitigated by independence determination and beneficial ownership blockers .
- Policies: Hedging prohibited by insider trading policy; clawback policy for executive officers noted—good governance signals, though director stock ownership guidelines are not disclosed .
RED FLAGS
- Investor-representative seat: Sessa’s designation and large preferred holdings may create perceived conflicts or influence on strategic/financing decisions; active monitoring of recusals on related matters advisable .
- Capital structure complexity: Series B conversion/change-of-control and plan share increases indicate heavy reliance on equity financing; directors should balance dilution vs. incentivization for stakeholders .
Additional notes
- No legal proceedings requiring disclosure for directors/officers; no compensation committee interlocks in 2023 .
- Audit committee finance expertise resides with other directors (Lucera, Spragens); Audit committee held nine meetings in 2023 .