Melvin Spigelman
About Melvin Spigelman, M.D.
Independent Class II director at AN2 Therapeutics (ANTX) since February 2022; age 76. Current role: member of the Compensation Committee; independent status affirmed by the Board (all non-Easom directors) . Education and credentials: B.A. in Engineering (Brown University) and M.D. (Mount Sinai School of Medicine); long tenure in drug development leadership (Knoll Pharmaceuticals VP R&D; TB Alliance President & CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Alliance for TB Drug Development (TB Alliance) | President & CEO | Jan 2009–present | Leads non-profit drug development; prior Director of R&D (2003–2008) |
| Hudson-Douglas Ltd | President | 2001–2003 | Consulting leadership |
| Knoll Pharmaceuticals (BASF unit) | VP, Global Clinical Centers; VP, R&D | 1992–2001 | Advanced clinical/R&D programs |
| The Medicines Company | Director | 2005–2018 | Public-company governance |
| Synergy Pharmaceuticals Inc. | Director | 2005–2019 | Public-company governance |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| TB Alliance | President & CEO | 2009–present |
Board Governance
- Committee assignments: Compensation Committee member (with Patricia Martin—Chair, and Lynn Marks); committee met 8 times in FY 2024 .
- Independence: Board determined all non-Easom directors are independent under Nasdaq rules; Spigelman is independent .
- Attendance and engagement: Board met 10 times in FY 2024; every director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director is Margaret FitzPatrick; Board chaired by CEO Eric Easom, with LID duties defined (executive sessions, agendas, liaison role) .
Fixed Compensation (Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 42,500 | 42,500 |
| Option Awards ($) | 103,138 | 104,514 |
| Stock Awards ($) | — | — |
| Total ($) | 145,638 | 147,014 |
Policy details:
- Annual cash retainers (as amended): Board member $40,000; Audit Chair $15,000/Audit Member $7,500; Compensation Chair $15,000/Member $7,500; Nominating Chair $8,000/Member $4,000; additional $30,000 for Board Chair; $25,000 for Lead Independent Director .
- Equity compensation: Initial option grant with $209,093 grant-date value (monthly vesting over 3 years); Annual option grant with $104,546 grant-date value (vests by next annual meeting). Full acceleration upon change in control .
Performance Compensation (Director)
Directors are not paid performance bonuses; equity awards are time-based (not performance-conditioned).
| Component | Structure | Vesting Terms |
|---|---|---|
| Initial Option Grant | Non-statutory stock option ($209,093 grant-date value) | Monthly over 3 years, subject to continuous service |
| Annual Option Grant | Non-statutory stock option ($104,546 grant-date value) | Full vest on earlier of one-year anniversary or next annual meeting |
| RSU alternatives | Directors may elect fully vested RSUs in lieu of cash retainers (1.1x share multiplier on 30-day average price); starting 2025, RSU deferral allowed | Fully vested at grant; optional issuance deferral per policy |
Other Directorships & Interlocks
| Company | Type | Role | Status/Years |
|---|---|---|---|
| The Medicines Company | Public | Director | 2005–2018 |
| Synergy Pharmaceuticals Inc. | Public | Director | 2005–2019 |
No disclosed current interlocks involving ANTX competitors/suppliers; related-person transaction reviews are overseen by the Audit Committee .
Expertise & Qualifications
- Drug development leadership (Knoll/BASF; TB Alliance), clinical/R&D management .
- Technical training: Engineering (Brown), Medicine (Mount Sinai) .
- Public-company governance experience (The Medicines Company; Synergy Pharmaceuticals) .
Equity Ownership
| Metric | March 15, 2023 | March 15, 2024 | March 24, 2025 |
|---|---|---|---|
| Beneficial Ownership (# shares) | 17,420 (options exercisable within 60 days) | 23,067 (options exercisable within 60 days) | 115,548 (options exercisable within 60 days) |
| % of Outstanding Shares | <1% | <1% | <1% |
| Outstanding Director Option Awards (count) | 51,045 (as of 12/31/2023) | 115,548 (as of 12/31/2024) | — |
Policies:
- Hedging/pledging prohibited (no derivatives, no margin/pledge, no short sales) for directors and employees .
- Indemnification agreements in place for directors .
Governance Assessment
- Committee role: Serving on the Compensation Committee signals involvement in executive pay design; independence criteria satisfied; use of independent consultant (Aon) and active committee cadence (8 meetings in FY 2024) supports robust oversight .
- Alignment: Director pay is modest and equity-heavy (repeat annual option grants), with no performance-linked metrics; time-based vesting aligns tenure but not specific outcomes. RSU election and deferral features add flexibility without altering at-risk character .
- Engagement: Attendance thresholds met; participation at annual meeting suggests baseline engagement .
- Conflicts/related-party exposure: No Spigelman-specific related-person transactions disclosed; audit committee reviews related-party matters; company discloses a CFO spouse employment and legacy investor agreements unrelated to Spigelman .
- Investor signals: 2025 shareholder vote showed routine ratification of auditor; Class III director votes (not Spigelman) had notable withholds for two nominees, but not directly indicative of Spigelman’s standing; he was not up for election in 2025 .
- RED FLAGS: None disclosed specific to Spigelman (no pledging/hedging; no related-party transactions; independent status maintained) .
Appendices (Policy References)
- Director Compensation Policy (updated Mar 28 and Nov 21, 2024): cash retainers, option grants, RSU election/deferral .
- Corporate governance and code of ethics framework; risk oversight structure .
- Indemnification and limitation of liability provisions; D&O insurance .
Shareholder Voting Reference (Context)
- 2025 Annual Meeting results (Class III): Votes for Easom/Wong/Zakrzewski; auditor ratification passed overwhelmingly. Spigelman’s seat (Class II) is not on the 2025 ballot .