J. Anthony Ware
ANAPTYSBIOAbout J. Anthony Ware
J. Anthony Ware, M.D., age 72, has served as an independent director of AnaptysBio since August 2017. He is a member of the Audit Committee and the Nominating & Corporate Governance Committee; he is financially literate, and the board has determined he is independent under Nasdaq and SEC rules. Dr. Ware’s background includes senior R&D leadership at Eli Lilly, prior academic posts at Albert Einstein College of Medicine/Montefiore and Harvard/Beth Israel, and board certification in internal medicine and cardiovascular disease. The board cites his extensive academic and industry experience and scientific expertise as core credentials for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President of Product Development, Lilly Bio-Medicines; Interim President, Lilly Bio-Medicines | SVP Oct 2009–Jan 2018; Interim President Jan–Apr 2017 | Led product development; executive leadership in biopharma unit |
| Albert Einstein College of Medicine / Montefiore Medical Center | Professor of Medicine & Molecular Pharmacology; Chief of Cardiology (Montefiore) | 1996–2001 | Academic leadership, clinical oversight |
| Harvard Medical School / Beth Israel Hospital | Faculty; Senior Physician; Director, Coronary Care Unit | 1984–1996 | Clinical leadership, academic medicine |
External Roles
- No current public company directorships or committee roles for Dr. Ware are disclosed in the proxy.
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Audit Committee chair is John P. Schmid; Schmid is designated as the “audit committee financial expert.” All three audit members, including Dr. Ware, meet Nasdaq/SEC independence requirements and are financially literate.
- Independence: Board determined Dr. Ware is independent under SEC and Nasdaq rules.
- Attendance and engagement: In 2024, the Board met 8 times; Audit 4; Compensation 4; Nominating & Corporate Governance 3. No director attended fewer than 75% of the aggregate Board and committee meetings on which they served. Nine directors attended the 2024 annual meeting.
- Election status: Class II director; nominated for a new three-year term expiring at the 2028 annual meeting.
- Risk oversight: Audit Committee oversees cybersecurity risk management, internal control over financial reporting, and related-party transactions approval.
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
- Director cash fee schedule (policy): Annual retainer $40,000; Audit Committee member $10,000; Nominating & Corporate Governance Committee member $5,000; other chair/member fees as listed below.
| Cash Fee Schedule | 2023 | 2024 |
|---|---|---|
| Retainer | $40,000 | $40,000 |
| Audit Committee Chair | $20,000 | $20,000 |
| Audit Committee Member | $9,000 | $10,000 |
| Compensation Committee Chair | $12,500 | $15,000 |
| Compensation Committee Member | $6,000 | $6,750 |
| Nomination & Governance Chair | $8,000 | $10,000 |
| Nomination & Governance Member | $5,000 | $5,000 |
| R&D Committee Chair | $15,000 | $15,000 |
| R&D Committee Member | $10,000 | $10,000 |
| Non-Executive Chair | $32,500 | $35,000 |
Performance Compensation
| Component | 2024 Grant-Date Fair Value |
|---|---|
| Option Awards | $248,918 |
| Stock Awards (RSUs) | $127,776 |
- Equity structure and vesting: Annual grants to non-employee directors generally consist of options to purchase 16,510 shares (vesting monthly over one year) and 6,030 RSUs (vesting at next annual meeting), subject to continued service. New director grants vest over 3 years (options monthly; RSUs annual). All director equity awards accelerate in full upon a change in control.
- In-lieu election: Directors may elect to receive annual retainer/meeting fees in the form of equity awards under the plan.
Other Directorships & Interlocks
- No other public company boards for Dr. Ware are disclosed.
- Board/shareholder concentration context: Oleg Nodelman (EcoR1 Capital) is a director and, together with EcoR1 entities, beneficially owns ~26.0% of ANAB’s outstanding shares, indicating significant shareholder representation on the board. Dr. Ware serves with Mr. Nodelman on the Nominating & Corporate Governance Committee.
Expertise & Qualifications
- Medical and scientific credentials: M.D. (University of Kansas); B.S. (Washburn University); internships/residency at UT Houston/Baylor (Chief Resident); fellowships at Baylor and Harvard; board-certified in internal medicine and cardiovascular disease.
- Corporate/biopharma leadership: Senior executive at Eli Lilly (Product Development SVP; interim business unit president).
- Financial literacy: Determination by board; Audit Committee service.
Equity Ownership
| Holder | As of Date | Direct Shares | Options/RSUs Counted in Beneficial Ownership | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| J. Anthony Ware, M.D. | April 1, 2025 | 7,500 | 115,078 options exercisable within 60 days | 122,578 | <1% |
- Shares outstanding reference: 30,332,693 shares as of April 1, 2025 (basis for beneficial ownership percentages).
- Outstanding director equity: As of December 31, 2024, Dr. Ware held options to purchase 109,575 shares and 6,030 RSUs (time-based).
- Hedging/pledging: Company policy prohibits hedging/monetization transactions and pledging/margin purchases by directors.
Governance Assessment
- Independence and committee work: Ware is independent and engaged on two core governance committees (Audit; Nominating & Corporate Governance), supporting board effectiveness in financial oversight, cybersecurity, and board evaluation.
- Attendance signal: No directors fell below 75% attendance across Board and committees in 2024; Board and committees met regularly, indicating active oversight cadence.
- Pay mix and alignment: Director compensation is largely equity-based (options and RSUs) with service-based vesting; annual equity cadence in January and change-in-control single-trigger acceleration are notable design elements.
- Ownership alignment: Beneficial ownership is modest (<1%), but prohibitions on hedging/pledging support alignment; no pledging identified.
- Potential conflict indicators: Significant board representation by a 26% shareholder (EcoR1/Nodelman) can concentrate influence; Ware’s presence on the Nominating & Corporate Governance Committee with that shareholder is a context to monitor for balanced governance processes.
- RED FLAGS to monitor: Single-trigger full acceleration of director equity upon change-in-control may be viewed as shareholder-unfriendly by some investors; continued scrutiny of related-party transactions is appropriate (Audit Committee reviews such transactions).