Michael O’Donnell
CASSAVA SCIENCESAbout Michael J. O’Donnell
Independent director of Cassava Sciences since 1998; age 66. Partner at Orrick, Herrington & Sutcliffe LLP (since June 2021), with a career as corporate counsel to numerous biopharma and life sciences companies. Education: JD, cum laude, Harvard; BA, summa cum laude, Bucknell. The Board has determined he is independent under Nasdaq rules despite his firm providing legal services to the company; payments to Orrick were <1% of the firm’s revenue and did not constitute a related-party transaction under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orrick, Herrington & Sutcliffe LLP | Partner | Jun 2021–Present | Provides legal counsel to public/private biopharma and life sciences companies . |
| Morrison & Foerster LLP | Member | 2011–2021 | Corporate counsel to numerous biopharma/life sciences companies . |
| Wilson Sonsini Goodrich & Rosati | Member | Not disclosed | Corporate counsel background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orrick, Herrington & Sutcliffe LLP | Partner | Jun 2021–Present | Orrick provided legal services to Cassava; Company paid $2,343,000 in 2024 . |
Board Governance
- Current committee assignments: None. Audit (Gravier chair, Gussin, Anderson), Compensation (Nicaise chair, Gussin), Nominating & Governance (Anderson chair, Nicaise). O’Donnell is independent but not listed on any standing committee .
- Independence status: Independent under Nasdaq; Board considered Orrick fee relationship and determined independence (fees <1% of Orrick revenue; not a related-party transaction under SEC rules) .
- Attendance: Board held 10 meetings and independent directors met twice in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Board leadership: CEO and Chair roles are separated; Chair is independent (Claude Nicaise, M.D.) .
- Executive sessions: Two meetings of independent directors in 2024 .
- Tenure: Director since 1998 .
- 2025 proposals: Declassify Board from three to two classes (requires 66 2/3% of outstanding shares) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $10,000 | Non-employee director cash retainer; no additional meeting fees disclosed . |
| Committee cash fees (2024) | — | No committee service; existing program had no committee cash fees . |
| Proposed program (subject to shareholder approval, effective May 23, 2025) | $40,000 annual retainer; Board Chair +$30,000; Committee Chairs: Audit $15,000; Comp $10,000; Nom/Gov $8,000; Members: Audit $7,500; Comp $5,000; Nom/Gov $4,000 | Pearl Meyer benchmarked; proposal brings cash/equity to ~median of biotech peers . |
Performance Compensation
| Metric | Value | Instrument/Terms | Vesting/Term |
|---|---|---|---|
| Option awards fair value (2024) | $202,913 | Non-qualified stock options (director grant) . | Program: annual grants vest monthly over 12 months; options have 10-year term; strike at FMV on grant date . |
| Outstanding options (12/31/2024) | 101,426 | Total options outstanding held as director . | Standard plan terms under 2018 Omnibus Incentive Plan . |
| Director equity program (pre-2025 amendment) | Annual 10,000 options; Committee options 2,500 (one committee) or 5,000 (two+) | Automatic grants per program . | Annual grants vest monthly over 12 months; initial director grants vest over 36 months . |
| Proposed 2025 amendment (subject to approval) | Annual 26,500 options; Initial 53,000 options for new directors | Eliminates committee option grants; shifts to cash for committee service . | Annual vest monthly over 12 months; initial vest monthly over 36 months; 10-year term . |
Note: Director pay is equity-heavy; in 2024 O’Donnell’s compensation was predominantly option-based ($202,913 vs $10,000 cash), which increases alignment but introduces optics given the company’s volatile TSR profile .
Other Directorships & Interlocks
- Public company boards: None disclosed for O’Donnell in the proxy .
- Interlocks/relationships: Partner at Orrick, which provided $2,343,000 of legal services to Cassava in 2024; Board deemed independence and not a related-party transaction under SEC rules (fees <1% of Orrick revenue) .
Expertise & Qualifications
- Legal and governance expertise as corporate counsel to numerous biopharma and life sciences companies; extensive experience across leading law firms (Orrick; Morrison & Foerster; Wilson Sonsini) .
- Education: JD, cum laude (Harvard); BA, summa cum laude (Bucknell) .
- Board qualifications highlighted by the Board: experience advising public/private biopharma companies .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|
| Michael J. O’Donnell, Esq. | 101,632 | <1% | 94,759 | Beneficial ownership as of Mar 27, 2025; percentages rounded; options within 60 days per SEC rules . |
| Options outstanding (12/31/2024) | 101,426 | — | — | Director-level options outstanding; program grants under 2018 plan . |
- Shares pledged/hedging: Company policy prohibits hedging and pledging (margin/pledge requires written approval) .
- Stock ownership guidelines: Company has no stock ownership guidelines for officers/directors; insider trading policy and clawback policy in place .
Governance Assessment
- Independence and conflicts: While Orrick’s paid relationship is a potential conflict optic, Board scrutiny concluded independence (fees <1% of Orrick revenue; not an SEC related-party transaction). Monitor continued use of Orrick and fee scale for perceived conflicts; recommend periodic RFPs or rotation to mitigate optics. RED FLAG (monitoring) .
- Board effectiveness: O’Donnell’s long tenure (since 1998) brings institutional knowledge; however, lack of current committee roles limits direct governance influence. Attendance met thresholds; independent Chair structure is a positive .
- Compensation alignment: Director pay heavily equity-based in 2024 ($202,913 options vs $10,000 cash), increasing alignment. Proposed 2025 changes shift some compensation to cash for committee work and boost equity grant size; investor scrutiny warranted on pay escalation vs company stage and TSR .
- Board structure/Shareholder rights: Proposal to reduce Board classes (three to two) improves accountability; requires 66 2/3% outstanding shares—a high hurdle given fragmented shareholder base .
- Shareholder sentiment: 2024 say-on-pay approval at 83% suggests generally supportive compensation practices, but pay-for-performance narrative hinges on non-financial clinical milestones; consider engagement disclosures post-2025 vote .
- Risk controls: No stock ownership guidelines is a governance gap; clawback policy adopted pursuant to Nasdaq/Exchange Act rules mitigates some risk .
Director Compensation (Detail)
| Year | Cash Fees | Option Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $10,000 | $202,913 | $212,913 |
| Notes | — | Options granted under 2018 plan; non-qualified, 10-year term | — |
Related Party & Red Flags
- Legal services: Orrick (partner O’Donnell) received $2,343,000 in 2024; treated as ordinary course, <1% of Orrick revenue, reviewed under Audit Committee policy. RED FLAG (optics) but mitigated by independence determination .
- Hedging/pledging: Prohibited by policy; reduces misalignment risk .
- Ownership guidelines: None; alignment relies on option exposure rather than mandatory holding requirements .
- Board continuity: Passing of long-term director Sanford Robertson in Aug 2024 led to committee reshuffling; O’Donnell not assigned to committees post-change .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 83% in favor for 2023 NEO compensation; annual advisory votes maintained .
Compensation Peer Group (Directors)
- Pearl Meyer advised in Feb 2025 that Cassava’s director compensation lagged peers; recommended amendments to achieve ~50th percentile for biotech peers ($50–$500mm market cap) .
Summary Signals for Investors
- Positive: Independent chair; proposed declassification; independent determination despite legal services; attendance met thresholds .
- Watch items: Extensive tenure without committee roles; significant legal fee relationship with director’s firm; proposed director pay increases (cash and equity) warrant monitoring relative to performance and governance best practices. RED FLAG (optics) on related-party legal services; ensure continued Audit Committee oversight and benchmarking .