Stephen Brannan
About Stephen Brannan
Independent Class I director (age 68) appointed to Serina Therapeutics’ board on May 22, 2025; current term expires at the 2027 annual meeting. Background includes three decades of CNS drug development leadership, most recently as Chief Medical Officer at Karuna Therapeutics, leading KarXT to approval and a 2024 acquisition by Bristol Myers Squibb; education includes an A.B. from Harvard and M.D. from UT Southwestern, with residency/fellowship in psychiatry and neuroimaging. The 2025 proxy confirms his independence under NYSE American standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karuna Therapeutics | Chief Medical Officer; led clinical strategy for KarXT | Not disclosed (most recent before 2024 acquisition) | First new MOA in schizophrenia in 30+ years; BMS acquisition in 2024 ($14B) |
| Takeda | Senior leadership in CNS programs; late-stage turnarounds | Not disclosed | Led turnaround advancing multiple late-stage CNS programs |
| Novartis | Senior leadership in CNS development | Not disclosed | Directed clinical development programs |
| Cyberonics (now LivaNova) | Leadership role in neuro devices/epilepsy | Not disclosed | Directed treatment-resistant epilepsy programs |
| Eli Lilly | Directed CNS development (depression, Alzheimer’s, schizophrenia) | Not disclosed | Led major CNS programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNS Summit Leadership Council | Founding member | Not disclosed | Ongoing influence on CNS trial standards and methodologies |
| ISCTM (Intl. Society for CNS Clinical Trials & Methodology) | Executive Committee member | Not disclosed | Shaped evolving standards/methodologies in CNS trials |
Board Governance
| Item | Detail |
|---|---|
| Board class | Class I director |
| Director since | May 22, 2025 |
| Current term expires | 2027 annual meeting |
| Independence | Independent under NYSE American Section 803(A) |
| Committees | Compensation Committee – Member |
| Committee chair roles | None disclosed for Brannan |
- Board met eight times in FY2024; none of the directors serving that year attended fewer than 75% of board/committee meetings (Brannan joined in 2025).
- Non-management directors meet periodically in executive session without company officers present.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $40,000 | Director Compensation Policy (effective April 1, 2024) |
| Compensation Committee member fee | $2,500 | Annual; paid to members (not chairs) |
| Payment terms | — | Paid quarterly in arrears; prorated by actual days served |
Performance Compensation
| Award Type | Shares/Options | Vesting | Grant Timing | Notes |
|---|---|---|---|---|
| Initial Award (non-employee director) | Options to purchase 40,000 shares | Equal yearly installments over 3 years, subject to continued board service | Automatically on first trading day on/after Initial Start Date | Applies to directors who did not receive a Transition Award |
| Annual Award (continuing non-employee director) | Options to purchase 10,000 shares | Vests on earlier of day before next annual meeting or one-year anniversary | Granted at close of business on each annual meeting date | Directors with 2024 Transition Awards did not receive 2024 Annual Award |
- No director RSUs/PSUs or performance-conditional metrics disclosed for directors; awards are time-vested options under the Director Compensation Policy.
Other Directorships & Interlocks
- No current public-company directorships for Brannan are disclosed in SER’s filings.
- Compensation Committee currently comprises Karen J. Wilson (Chair), Gregory H. Bailey, M.D., and Stephen Brannan, M.D. (note: Bailey is executive chairman of Juvenescence, a >5% stockholder).
Expertise & Qualifications
- Education: A.B. (Harvard University); M.D. (UT Southwestern); residency/fellowship in psychiatry and neuroimaging.
- Technical expertise: Neuroscience and neuropsychiatry drug development; clinical strategy and trial design from early development to approval/commercialization.
- Industry experience: Senior roles across big pharma and neuro device; leadership through approval and major M&A outcomes.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Sept 17, 2025) | — |
| Ownership % of outstanding | <1% |
| Shares outstanding used for calculation | 10,537,181 |
- No related-party transactions for Brannan reportable under Item 404(a) at appointment.
Governance Assessment
- Positive signals: Independent director with deep CNS development expertise; appointed to Compensation Committee, enhancing scientific perspective in pay decisions; no related-party transactions disclosed at appointment.
- Alignment: Director pay structured as cash retainer plus time-vested stock options; beneficial ownership reported as <1%, indicating limited current “skin in the game” (policy-driven option grants may build alignment over time).
- Board/committee context: Compensation Committee includes Gregory H. Bailey, M.D., who is executive chairman of Juvenescence, a >5% stockholder—committee independence is asserted as compliant, but investor-affiliation on comp committee is a governance consideration for oversight optics.
- Risk indicators: No red flags disclosed for Brannan (no hedging/pledging, legal proceedings, or related-party transactions noted); company maintains a clawback policy applicable to executive officers’ incentive-based compensation.