Daniel Faga
ANAPTYSBIOAbout Daniel Faga
Daniel Faga is President & CEO of AnaptysBio and a Class I director, age 45, serving as Interim CEO from March 21, 2022 through August 2, 2023 and as CEO since August 3, 2023; he joined the Board in November 2021 . He holds a B.S. in Engineering from Cornell University and an MBA in Health Care Management from The Wharton School (University of Pennsylvania), with prior senior roles at Mirati Therapeutics (COO), Spark Therapeutics (Chief Business Officer), Centerview Partners, Merrill Lynch, and PRTM . Pay-versus-performance disclosures show cumulative TSR translating a hypothetical $100 investment to $89 in 2022, $62 in 2023, and $38 in 2024 alongside net losses of $128.7M (2022), $163.6M (2023), and $145.2M (2024), illustrating challenging shareholder returns in his tenure-to-date for a pre-commercial biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirati Therapeutics | Chief Operating Officer | 2020–2021 | Led corporate strategy, finance, legal and operations |
| Spark Therapeutics | Chief Business Officer | 2016–2019 | Led corporate strategy, portfolio planning, BD, program mgmt, corporate comms |
| Centerview Partners | Managing Director (founding member of healthcare advisory) | 2009–2016 | Built healthcare advisory practice; strategic M&A advisory |
| Merrill Lynch | Healthcare Investment Banking | N/A | Investment banking coverage; transaction execution |
| PRTM | Management Consultant, Life Sciences Practice | N/A | Operations/strategy advisory in life sciences |
External Roles
No current public-company board roles disclosed for Mr. Faga in ANAB’s proxy biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 640,605 | 685,448 |
| Target Bonus (% of base) | 55% | 60% |
| Actual Bonus Paid ($) | 352,333 | 308,452 (funded at 75% of target) |
Performance Compensation
Long-term incentive awards and vesting terms:
| Award | Grant Date | Shares/Units | Key Terms |
|---|---|---|---|
| Stock Options | Jan 3, 2024 | 379,620 | Exercise price $21.19; 10-year term to Jan 2, 2034; 25% vests on Jan 3, 2025, remainder monthly thereafter |
| RSUs | Jan 3, 2024 | 138,710 | Vests in equal annual installments over 4 years beginning Jan 3, 2025 |
| PSUs (Share-Price) | Jul 22, 2024 | 160,000 | Three tranches tied to $50 / $75 / $100 60-trading-day avg share-price hurdles; once achieved, 50% vests 1-year from service vesting commencement (≥ Jul 1, 2025), remaining 50% at 2 years; none achieved by Apr 1, 2025 |
| RSUs (CEO inducement) | Mar 21, 2022 | 887,043 | New-hire RSUs vested in full on Mar 21, 2024 |
2024 Annual Cash Bonus Plan metrics included milestones across rosnilimab Phase 2 RA/UC execution, ANB032 Phase 2 AD readout, portfolio advancement (ANB033/ANB101), finance (budget/runway/biz dev), and talent/culture. Corporate goals were approved in Dec 2023 and assessed at 75% for funding; category weightings were not disclosed .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 1, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 699,219 (2.3%) | 2.3% of 30,332,693 shares outstanding |
| Directly Held Shares | 436,466 | Common stock held directly |
| Issuable within 60 days (options/RSUs) | 262,753 | Options/RSUs exercisable/vesting within 60 days |
| Hedging/Pledging | Prohibited | Company Insider Trading Policy bans hedging, margin purchases, and pledging |
Ownership guidelines for executives were not disclosed; director guidelines were not discussed for executives.
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | CEO agreement effective Aug 3, 2023; one-time $1.5M transition bonus paid (subject to pro-rata clawback if termination for cause or resignation without good reason before Aug 4, 2025); excise-tax gross-up eligibility ceased Mar 21, 2024 |
| Severance (without cause / good reason) | 12 months salary continuation; 12 months COBRA premiums; 12 months accelerated vesting of equity awards (except PSUs, of which only 50% of Eligible PSUs vest) upon qualifying termination; release required |
| Change-in-Control (Plan mechanics) | Awards may be assumed/replaced; if not, Board may accelerate vesting; non-employee director awards accelerate at CoC; treatment may vary by award |
| Clawback | Company-wide clawback policy applies to incentive compensation and equity awards |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Class I director since Nov 2021 |
| Committee Roles | None (CEO not on audit/comp/nom-gov committees) |
| Independence | Not independent due to CEO role |
| Chair/CEO Structure | Roles separated; John Orwin serves as Chairman |
| Board Meetings | In 2024, Board held eight meetings; no director attended fewer than 75% of aggregate meetings and committee meetings served |
Dual-role implications: As CEO and a director, Mr. Faga is a management director and not independent, though separation of Chairman and CEO mitigates concentration of power and enhances independent oversight .
Director Compensation
Mr. Faga receives no fees or equity for Board service separate from his CEO compensation .
Compensation Peer Group and Governance
- 2024 peer group for benchmarking included: Allakos, Alector, ALX Oncology Holding, Atara Biotherapeutics, Avidity Biosciences, Crinetics, Celldex, Gossamer Bio, IGM Biosciences, iTeos, Kodiak, Kura, Mersana, NGM, RAPT, Sangamo, Syndax, Xencor .
- Governance improvements: Removed evergreen share-pool increase in 2024; prohibited option/SAR repricing without stockholder approval; sought additional shares to support talent retention .
Say-on-Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2023 | ~68% approval; investor feedback noted concerns on new-hire grant and 280G gross-up; company ceased excise-tax gross-up eligibility as of Mar 21, 2024 |
| 2024 | ~87% approval; ongoing investor engagement disclosed |
Risk Indicators & Red Flags
- Hedging/pledging of company stock prohibited, reducing misalignment risk .
- Clawback policy applies to incentive comp and equity .
- Option/SAR repricing prohibited absent stockholder approval .
- Earlier excise-tax gross-up eligibility was removed in 2024, addressing a shareholder-unfriendly feature .
- Equity overhang and burn rates disclosed with shareholder authorization sought for incremental shares to manage dilution (2025 proposal for +1,650,000 shares) .
Investment Implications
- Pay-for-performance alignment improved in 2024: bonus tied to clinical and financial milestones funded at 75% vs 100% in 2023, and introduction of multi-year PSUs with high share-price hurdles ($50/$75/$100) that require sustained performance; none have vested yet—dampening near-term insider selling pressure from PSUs .
- Vesting exposure: 2024 RSUs and options began vesting in 2025 and continue via annual and monthly schedules, potentially creating periodic selling windows; hedging/pledging bans limit leverage-based dispositions .
- Retention calculus: Robust severance and equity acceleration (12 months for most equity, partial for PSUs) provide downside protection, but sustained equity upside depends on clinical execution across rosnilimab, ANB032, and early portfolio milestones, with TSR and net income trends highlighting ongoing execution risk typical of pre-commercial biotech .
- Governance strengths include separation of Chair/CEO, independent committees, and enhanced equity plan governance post-2024; prior concerns on excise-tax gross-ups addressed, and Say-on-Pay support increased to 87% in 2024, signaling improved investor acceptance of the compensation framework .