Dennis Fenton
ANAPTYSBIOAbout Dennis Fenton
Dennis Fenton, Ph.D. (age 73) is an independent Class I director of AnaptysBio (ANAB), serving since March 2018. He holds a B.S. in Biology (Manhattan College) and a Ph.D. in Microbiology (Rutgers University), and previously served as Executive Vice President at Amgen, with earlier roles at Pfizer and Rutgers. He is currently chair of ANAB’s Compensation Committee and is deemed independent by the Board under Nasdaq and SEC rules. Attendance met the 75%+ threshold in 2024; the Board met 8 times, and the Compensation Committee met 4 times.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen, Inc. | Executive Vice President (previously SVP Operations; SVP Sales, Marketing & Process Dev.) | EVP 2000–2008; SVP 1992–2000 | Senior operating leadership at a large-cap biotech; commercial and operations oversight |
| Pfizer, Inc. | Senior Research Scientist | Prior to Amgen | Early R&D experience |
| Rutgers University | Research associate and graduate student | Early career | Academic research foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sienna Biopharmaceuticals, Inc. | Director (past 5 years) | Not specified | Former public co. directorship |
| Portola Pharmaceuticals, Inc. | Director (past 5 years) | Not specified | Former public co. directorship |
| Pfenex Inc. | Director (past 5 years) | Not specified | Former public co. directorship |
No current public-company directorships for Dr. Fenton are disclosed.
Board Governance
- Independence: The Board determined Dr. Fenton is independent under Nasdaq/SEC standards.
- Committee assignments: Chair, Compensation Committee; member listing confirms he serves on Compensation.
- Attendance: No director attended fewer than 75% of Board and committee meetings in 2024; Board met 8x; Compensation Committee met 4x.
- Board leadership: Independent non-executive Chair (John Orwin); CEO and Chair roles separated.
- Executive sessions: Independent directors meet separately on a regular basis.
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash (Fenton) | $65,000 |
Director compensation policy components for 2024:
- Annual cash retainer: $40,000; Compensation Committee Chair fee: $15,000; Compensation Committee Member fee: $6,750; Audit Member: $10,000; Nominating Chair: $10,000; Member: $5,000; Non-Executive Chair: $35,000.
Performance Compensation
| Equity Element | Metric | Value/Terms |
|---|---|---|
| Option Awards (Fenton, 2024) | Grant date fair value (ASC 718) | $248,918 |
| Stock Awards (Fenton, 2024) | Grant date fair value (ASC 718) | $127,776 |
| Standard annual director equity | Annual option and RSU amounts | Option to purchase 16,510 shares; 6,030 RSUs; options vest monthly over 1 year; RSUs vest at next annual meeting, subject to service |
| Change-in-control (director equity) | Acceleration | All equity awards held by non-employee directors accelerate in full upon a change in control |
Fenton’s total 2024 director compensation: $441,694 (cash + equity grant-date fair values).
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed for 2024.
- Related party transactions: None exceeding the lesser of $120,000 or 1% of average total assets during the covered period.
Expertise & Qualifications
- Deep large-cap biotech operating experience (Amgen EVP), commercial and operations background.
- Scientific training (Ph.D. Microbiology), prior R&D roles at Pfizer and Rutgers.
- Governance: Chairs Compensation Committee; committee uses independent compensation consultants (Compensia through Sept-2024; Alpine Rewards thereafter).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of Apr 1, 2025) | 83,270 (<1% of outstanding) |
| Of which: directly held shares | 1,950 |
| Options exercisable within 60 days (as of Apr 1, 2025) | 81,320 |
| Outstanding equity at 12/31/2024 | Options to purchase 75,817 shares; 6,030 RSUs |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Ownership guidelines for directors are not disclosed in the proxy.
Governance Assessment
-
Positives
- Independent director with substantial operating experience; chairs Compensation Committee; committee engages independent advisors, supports robust pay governance.
- Strong engagement/attendance (≥75% threshold met); appropriate separation of Chair and CEO roles.
- Equity-heavy director pay aligns incentives; hedging/pledging prohibitions reinforce alignment; no related-party transactions.
- Say-on-Pay support was ~87% in 2024, indicating constructive shareholder sentiment toward compensation oversight.
-
Watch items
- Director equity fully accelerates on change-in-control, a practice some investors view as less shareholder-friendly.
- Large principal shareholder with board representation (EcoR1 at ~26%) warrants ongoing monitoring of board dynamics, though Fenton remains independent.
-
No red flags observed regarding attendance, interlocks, related-party exposure, or pledging/hedging.
Overall, Dr. Fenton’s profile and roles indicate a seasoned, independent operator leading pay governance with strong meeting engagement, clear independence, and equity-aligned compensation structure.