Margaret FitzPatrick

About Margaret FitzPatrick

Margaret (Maggie) FitzPatrick, age 59, is an independent Class II director at ANTX (AN2 Therapeutics) and has served on the board since May 2022; she was appointed Lead Independent Director in June 2024 . She is Founder and Chief Executive Officer of FitzPatrick & Co. (since July 2020), and previously held senior corporate affairs and communications roles at Exelon (Chief Corporate Affairs Officer, 2016–2020), Johnson & Johnson (Chief Communications Officer and VP Public Affairs, 2013–2016), and Cigna (Chief Communications Officer and President of the Foundation, 2010–2013), after executive roles at APCO Worldwide . She holds a B.A. in English and Public Policy from Syracuse University, an M.A. in Public Policy from The George Washington University, completed the board directorship program at Harvard Business School, and is certified as a corporate director by the National Association of Corporate Directors .

Past Roles

External Roles

Board Governance

• Board role: Lead Independent Director; responsibilities include presiding at meetings when the chair is absent, presiding over executive sessions of independent directors, liaison with CEO/chair, consulting on agendas/schedules, and other functions delegated by the Board .
• Committee assignments: Member, Nominating & Corporate Governance Committee; the committee comprised Dr. Readnour (Chair), Ms. FitzPatrick, Ms. Wong, and Mr. Zakrzewski for FY2024 .
• Independence: The Board determined all non-employee directors (including Ms. FitzPatrick) are independent under Nasdaq rules; the CEO (Mr. Easom) is not independent .
• Attendance: The Board met 10 times in FY2024; each director attended at least 75% of combined board and committee meetings during their service period. All directors attended the 2024 annual meeting .
• Committee activity: Audit Committee met 4 times; Compensation Committee met 8 times; Nominating & Corporate Governance Committee met 3 times in FY2024 .

Fixed Compensation

• Policy mechanics: Non-employee directors receive cash retainers payable quarterly. Effective Nov. 21, 2024, directors may elect to convert all or part of annual board/committee retainers into fully vested RSUs using a 30‑day average price, multiplied by 1.1x, with optional deferral of RSU share issuance beginning in 2025 until a fixed date, termination of service, or change-in-control .
• Compensation cap: Aggregate annual director compensation (cash+equity under the 2022 Plan) capped at $750,000; $1,000,000 in year of initial appointment/election .

Performance Compensation

• Directors may elect RSUs in lieu of parts of cash retainers and option awards per policy updates (see Fixed Compensation). Director equity awards are not tied to operational performance metrics; vesting is time-based, with full acceleration upon change-in-control under the 2022 Plan definitions .

Other Directorships & Interlocks

• No shared directorships disclosed with core ANTX counterparties (customers/suppliers). No related-party transactions involving Ms. FitzPatrick reported in FY2023–FY2024 .

Expertise & Qualifications

• Recognized leader in corporate governance, board leadership, corporate affairs, marketing, and operations, with breadth of healthcare sector experience .
• Educational credentials: B.A. (Syracuse), M.A. (GWU); HBS board directorship program; NACD corporate director certification .
• Board qualification: Extensive C‑suite experience in healthcare companies and governance expertise cited by ANTX as reasons for board service .

Equity Ownership

• Outstanding option awards held (as of Dec. 31, 2024): 110,070 (non-employee director option count) .
• Hedging/pledging: Company insider trading policy prohibits hedging, margining, pledging, and short sales by directors and employees, reinforcing alignment and reducing risk of collateralized leverage on company shares .

Governance Assessment

• Board effectiveness: As Lead Independent Director, FitzPatrick enhances independent oversight—presiding over executive sessions, shaping agendas with the chair/CEO, and serving as liaison between independent directors and management. This structure mitigates single-point leadership risks given the CEO also serves as board chair .
• Independence and attendance: Clear independent status and ≥75% attendance in FY2024, with robust committee cadence (Audit 4x; Compensation 8x; Nominating 3x), supports active governance engagement .
• Incentives and alignment: Director pay mix skews toward equity (FY2024 option award $104,514 vs. cash $54,568), and policy caps total compensation; RSU conversion and deferral features add flexibility without introducing performance-based metrics for directors. Prohibitions on hedging/pledging further align director equity exposure with shareholder outcomes .
• Conflicts/related-party exposure: No related-party transactions disclosed for FitzPatrick; her external chair role at VistaGen appears sectorally distinct from ANTX’s infectious disease focus, reducing risk of competitive interlocks. Audit committee oversight of related party matters and policy pre-approval framework are in place .

Red Flags

• None specific to FitzPatrick disclosed: no pledging/hedging, no related-party transactions, and no independence exceptions. Continued monitoring warranted for any future interlocks with infectious disease peers or advisory clients through FitzPatrick & Co. .