Joseph Zakrzewski
About Joseph Zakrzewski
Independent director at AN2 Therapeutics (ANTX), age 62, co‑founder of the company (director since May 2017; former Board Chair Apr 2021–Jun 2024). Education: B.S. Chemical Engineering and M.S. Biochemical Engineering (Drexel University), MBA in Finance (Indiana University). Extensive biotech/pharma board and CEO experience, including Amarin Corporation (Chairman & CEO 2009–2013; director 2009–2022) and current Chair of Cyteir Therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amarin Corporation | Chairman & CEO | Dec 2009–Dec 2013 | Led company operations and strategy |
| Amarin Corporation | Director | Dec 2009–Jun 2022 | Board oversight for >12 years |
| SiteOne Therapeutics | Director | 2014–2020 | Board governance for private pharma |
| Sangamo Therapeutics | Director | Not disclosed | Public biotech board experience |
| Acceleron Pharma | Director | Not disclosed | Public biotech board experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Cyteir Therapeutics, Inc. | Chairman of the Board | Current (public biotech) |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member .
- Chairs: Audit Committee chaired by Stephanie Wong; Nominating & Corporate Governance chaired by Rob Readnour .
- Independence: Board determined all non‑employee directors (including Zakrzewski) are independent under Nasdaq and SEC rules .
- Attendance: Board met 10 times in FY2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit (4 meetings), Compensation (8), Nominating & Governance (3) in FY2024 .
- Board leadership: CEO (Eric Easom) is Board Chair; Lead Independent Director is Margaret FitzPatrick with defined responsibilities (executive sessions, agendas, liaison) .
Fixed Compensation
| Component | Policy Amounts (Annual) | 2024 Actual – Zakrzewski |
|---|---|---|
| Board member cash retainer | $40,000 | $64,577 fees earned/paid in cash |
| Audit Committee member | +$7,500 | Included in cash total (breakout not disclosed) |
| Nominating & Governance member | +$4,000 | Included in cash total (breakout not disclosed) |
| Board Chair | +$30,000 (when serving) | Former Chair through Jun 2024 (portion may be reflected in actual) |
| Lead Independent Director | +$25,000 | Not applicable (role held by M. FitzPatrick) |
Notes: Directors may elect to receive fully vested RSUs in lieu of retainers; “Stock Awards” column reflects incremental fair value over cash retainer replaced .
Performance Compensation
| Equity Element | 2024 Grant/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Director Annual Option Grant | $104,514 aggregate grant‑date fair value (ANTX grant accounting) | Annual Director options generally vest in full by next annual meeting or 1‑year anniversary | None disclosed; time‑based vesting (no revenue/EBITDA/TSR metrics) |
| Elective RSUs in lieu of retainers | $841 incremental fair value (Q4 conversion) | Fully vested RSUs issued per policy; optional deferral (2025 onward) | None; conversion uses 30‑day avg price × 1.1x multiplier |
| Outstanding options (as of 12/31/24) | 198,606 options held | Change‑in‑control: option/RSU awards accelerate per 2022 Plan; director grants fully accelerate on change‑in‑control | None; acceleration at target applies to performance‑based awards under plan terms |
No director performance scorecard is disclosed; director equity is predominantly time‑based and not tied to explicit operational/ESG/TSR metrics .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Cyteir Therapeutics | Chairman | None disclosed with ANTX counterparties |
| Sangamo Therapeutics | Former Director | None disclosed |
| Acceleron Pharma | Former Director | None disclosed |
| SiteOne Therapeutics | Former Director | None disclosed |
| Amarin Corporation | Former Chairman/CEO; Director | None disclosed |
- Related‑party transactions: No transactions disclosed involving Zakrzewski; CFO spouse employment was reviewed/ratified by Audit Committee (for context) .
Expertise & Qualifications
- 25+ years executive and board leadership in biotech/pharma; prior CEO/Chair experience (Amarin) .
- Technical training in chemical/biochemical engineering plus finance MBA; suitable for audit and governance committee service .
- Independent status affirmed; contributes to audit oversight and board nominee evaluation and governance policies .
Equity Ownership
| Holding Detail | Amount |
|---|---|
| Total beneficial ownership | 739,501 shares (2.44% of outstanding) |
| Direct/Trust holdings | 405,880 (Z3 Trust) + 135,015 (direct) shares |
| Options exercisable within 60 days | 198,606 shares |
| Shares pledged as collateral | Prohibited by company policy; none disclosed |
| Hedging/short sales | Prohibited by insider trading policy |
Governance Assessment
- Independence and engagement: Independent director with material time commitment across audit and nom/gov committees; ≥75% attendance and participation in 2024 meetings supports engagement .
- Alignment: Meaningful ownership (2.44%) and option‑heavy director compensation aligns incentives with stock price appreciation; equity awards are time‑based rather than KPI‑based .
- Committee effectiveness: Audit Committee met 4× in 2024; Nominating & Governance met 3×; presence on both committees enhances oversight of financial reporting and board composition .
- Pay structure controls: Director pay capped at $750,000 per fiscal year under 2022 Plan; RSU conversion/deferral program exists with 1.1× share multiplier for retainers, and Board plans to manage share pool via fixed‑share grants in 2025 (dilution control) .
- Board leadership balance: Transition from Zakrzewski as prior Chair to CEO Chair with Lead Independent Director structure provides counterbalance via defined independent leadership duties .
- RED FLAGS: None disclosed specific to Zakrzewski (no related‑party transactions, pledging, or hedging). Company notes CFO spouse employment was reviewed/ratified by Audit Committee; not attributable to Zakrzewski .