Lucy Day
About Lucy Day
Lucy Day is Chief Financial Officer of AN2 Therapeutics and has served in this role since November 2019; she previously held senior finance and administrative leadership positions at Anacor (initial CFO, VP Finance, and VP HR & Finance) and has prior experience at Centaur Pharmaceuticals (CFO), Bank of America, Sohio Petroleum Company, and Ernst & Young; she holds a B.A. in Political Economies from UC Berkeley and is a CPA (inactive). As of April 1, 2024, she was age 65; the company’s proxy biographies confirm her tenure and credentials.
There are no explicit disclosures of TSR, revenue growth, or EBITDA growth tied to Ms. Day’s performance; company context includes recent quarterly net loss and cash balances disclosed in 8-Ks.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anacor | Initial CFO; VP Finance; VP HR & Finance | 2002–2016 | Senior finance and administrative leadership (specific impact not disclosed) |
| Centaur Pharmaceuticals | Chief Financial Officer | Not disclosed | Not disclosed |
| Bank of America | Finance/administration roles | Not disclosed | Not disclosed |
| Sohio Petroleum Company | Finance/administration roles | Not disclosed | Not disclosed |
| Ernst & Young LLP | Audit/finance roles | Not disclosed | Not disclosed |
External Roles
No public company directorships or external board roles are disclosed for Ms. Day.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 430,000 | 447,200 |
| All Other Compensation ($) | — | 7,500 (401(k) match) |
Performance Compensation
Annual Cash Incentive
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Bonus (% of base) | 40% | 40% |
| Actual Payout (% of target) | 120% | 75% |
| Bonus Paid ($) | 206,400 | 134,160 |
| Performance Metrics | Corporate objectives (specific metrics/weightings not disclosed) | |
| Vesting | Cash (N/A) |
Stock Options (Outstanding as of 12/31/2024)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 01/23/2020 | 05/21/2019 | 36,578 | — | 0.42 | 01/22/2030 |
| 10/05/2020 | 10/05/2020 | 8,837 | — | 0.42 | 09/23/2030 |
| 12/09/2020 | 12/01/2020 | 22,588 | — | 0.42 | 12/08/2030 |
| 04/30/2021 | 04/30/2021 | 67,526 | 6,139 | 6.60 | 04/29/2031 |
| 05/12/2022 | 03/25/2022 | 45,375 | 20,625 | 17.28 | 05/11/2032 |
| 02/15/2023 | 01/01/2023 | 39,435 | 42,865 | 14.29 | 02/14/2033 |
| 03/15/2024 | 01/01/2024 | 12,604 | 42,396 | 3.00 | 03/14/2034 |
Vesting schedules: options generally vest 1/48th monthly from the commencement date; some older grants vest 25% after one year and monthly thereafter.
Restricted Stock Units (Outstanding as of 12/31/2024)
| Grant Date | Vesting Commencement | Unvested RSUs (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 03/15/2024 | 01/01/2024 | 27,500 | 37,950 | 25% annually on each anniversary, subject to continuous employment |
Equity Grant Practices
The company states it does not time awards around material nonpublic information; hedging and pledging in company securities are prohibited for executives and directors.
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (#) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| March 15, 2024 | 192,769 | <1% | Includes options exercisable within 60 days (company methodology) |
| March 24, 2025 | 281,636 | <1% | 15,002 common shares; 266,634 options exercisable within 60 days |
Vested vs. Unvested (as of 12/31/2024)
| Category | Count |
|---|---|
| Options Exercisable (aggregate across grants) | 233, - see grant-level counts above (company presents per-grant; aggregate not explicitly disclosed) |
| Options Unexercisable (aggregate across grants) | 134, - see grant-level counts above (company presents per-grant; aggregate not explicitly disclosed) |
| Unvested RSUs | 27,500 |
Alignment Policies
- Insider Trading Policy prohibits hedging, short sales, and pledging/margining of company stock.
- Ownership guidelines for executives are not disclosed; compliance status not disclosed.
Employment Terms
Employment Arrangement
- Offer letter dated November 19, 2019; at-will employment; sets initial base salary, annual bonus opportunity, and initial stock option grant.
Severance and Change-in-Control (CIC) Economics
| Scenario | Cash Multiple | COBRA | Equity Treatment |
|---|---|---|---|
| Termination without cause (outside CIC period) | 75% of base salary; plus earned but unpaid bonus | 9 months for named executive officers (CEO: 12 months) | No acceleration |
| Termination without cause or resignation for good reason within CIC period | 100% of base salary + 100% of target bonus; plus earned but unpaid bonus | 12 months for named executive officers (CEO: 18 months) | Full accelerated vesting; performance awards deemed satisfied at target unless otherwise provided |
CIC period defined as starting three months before and ending 12 months after a change in control.
Clawback, Non-Compete, Non-Solicit
- Clawback and restrictive covenant details are not disclosed in the proxy excerpts reviewed; non-compete/non-solicit specifics not disclosed.
Related Party Transactions and Governance
- Ms. Day’s spouse is Senior Director, IT & Operations; compensation was approximately $330,000 in 2023 and $320,000 in 2024; the relationship was ratified by the audit committee.
- Indemnification agreements in place for directors and executive officers; Section 16(a) filings were timely for FY 2024.
Compensation Structure Analysis
- Mix shift: Option awards granted to Ms. Day declined from $888,058 in 2023 to $141,339 in 2024, while 2024 introduced RSUs valued at $82,500—indicative of a move toward time-based equity and potentially lower risk compensation.
- Annual bonus outcomes aligned to corporate objectives: 120% of target paid for 2023 vs. 75% of target for 2024, reflecting variability tied to company performance assessments.
- The company generally does not provide perquisites to named executive officers.
Investment Implications
- Alignment: Hedging/pledging prohibited and a sizable portion of Ms. Day’s compensation is equity-based (options vest monthly, RSUs annually), supporting pay-at-risk and alignment; however, her beneficial ownership remains under 1% and primarily reflects options exercisable within 60 days, limiting outright share ownership alignment.
- Retention risk: Outside CIC severance provides 75% of base salary and limited benefits; CIC protection with full equity acceleration and 100% base+bonus could reduce friction in change-of-control scenarios but may soften retention incentives post-transaction.
- Selling pressure: Monthly option vesting across multiple grants and annual RSU vesting dates can create predictable windows for potential Form 4 activity; while specific trading is not disclosed here, the vesting cadence increases the likelihood of periodic liquidity events.
- Governance watchpoint: The related-party employment of Ms. Day’s spouse is disclosed and audit-committee-ratified; continued monitoring is prudent though current disclosure indicates mitigating oversight.
- Compensation trend: The shift from large option grants in 2023 to smaller options plus RSUs in 2024 suggests increased use of time-based equity, potentially indicating a more conservative compensation posture amid operational transitions.