Patricia Martin
About Patricia Martin
Patricia (Patty) Martin, 64, has served as an independent director of AN2 Therapeutics (ANTX) since April 2021. She is former President & CEO of BioCrossroads (2019–Mar 2023) and spent 26 years at Eli Lilly, including roles as COO of Lilly Diabetes, Chief Diversity Officer, and Chief Alliance Officer. She holds a B.S. in Accounting from Indiana University (Kelley School of Business) and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioCrossroads | President & CEO | Jul 2019 – Mar 2023 | Led statewide life sciences cluster; oversaw seed fund activities via BC Initiative |
| BC Initiative, Inc. | Managing Partner | Overlapping with BioCrossroads | Supported seed fund investing in life sciences |
| Eli Lilly and Company | COO, Lilly Diabetes; Chief Diversity Officer; Chief Alliance Officer | Jun 1991 – Jun 2017 | Senior operating and governance roles across divisions |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Leap Therapeutics, Inc. (Nasdaq) | Director | Current |
| Indiana University Foundation | Director | Current |
| Indiana University – Simon Comprehensive Cancer Center | Director | Current |
| P2K Dynamics, Inc. | Director | Current |
| Regenstrief Institute | Director | Current |
Board Governance
- Committee assignments: Compensation Committee Chair; members include Dr. Marks and Dr. Spigelman .
- Independence: The Board determined all directors other than CEO Eric Easom are independent under Nasdaq rules .
- Attendance: Board met 10 times in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CEO Eric Easom is Board Chair; Margaret (Maggie) FitzPatrick serves as Lead Independent Director, presiding over executive sessions and liaising with management .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 43,750 | 50,000 | 54,384 |
| Option Awards ($) | 122,734 | 103,138 | 104,514 |
| Stock Awards ($) | — | — | 271 |
| Total ($) | 166,484 | 153,138 | 159,169 |
Policy references (Board-wide):
- Annual cash retainers: Board member $40,000; Board Chair +$30,000; Lead Independent Director +$25,000; Audit Chair +$15,000 (member +$7,500); Compensation Chair +$15,000 (member +$7,500); Nominating Chair +$8,000 (member +$4,000) .
- Non-employee director annual option grant policy $104,546 grant-date value; initial option grant $209,093 vesting monthly over 3 years; annual option vests in full by next annual meeting; change-in-control acceleration applies .
- Cap: Director cash + equity ≤ $750,000 per fiscal year (or $1,000,000 for first-year appointments) .
Performance Compensation
Directors do not receive performance-based pay; equity is time-based. The Board amended policy (Nov 21, 2024) to allow directors to elect fully vested RSUs in lieu of cash retainers at a 1.1x share conversion factor (30-day average price) and to defer RSU settlement to a fixed date, termination, or change-in-control .
| Equity Element | Grant Value/Count | Vesting | Acceleration |
|---|---|---|---|
| Initial Director Option | $209,093 grant-date value | Monthly over 3 years | Full acceleration on change-in-control |
| Annual Director Option | $104,546 grant-date value (or $52,273 for 3–6 months’ service) | Fully vest by next annual meeting | Full acceleration on change-in-control |
| RSU in lieu of Cash Retainer | Amount of retainer / 30-day avg price ×1.1x shares | Fully vested on grant (retainer replacement) | Settlement deferral allowed; CoC triggers distribution per election |
Other Directorships & Interlocks
- Current public company board: Leap Therapeutics (oncology), no disclosed interlocks with ANTX suppliers/customers/competitors .
- Compensation Committee interlocks: None; no member was an ANTX officer/employee; no Item 404 related person transactions involving committee members during FY2024 .
Expertise & Qualifications
- 25+ years senior operating experience in biopharma (Eli Lilly) across operations, alliances, and diversity leadership; recent life sciences cluster leadership (BioCrossroads); current immuno-oncology board experience (Leap Therapeutics) .
- Education: B.S. Accounting (Indiana University, Kelley School of Business); MBA (Harvard Business School) .
Equity Ownership
| Metric | As of Mar 15, 2023 | As of Mar 15/23, 2024 | As of Mar 24, 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 27,028 | 35,361 | 126,772 |
| Direct/Common Shares | — (not disclosed) | — (not disclosed) | 3,166 |
| Options Exercisable ≤60 days | 27,028 | 35,361 | 123,606 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Outstanding Director Options (12/31/2024) | — | — | 123,606 |
Policy alignment and risk controls:
- Hedging/derivatives and pledging/margin accounts prohibited for directors; short sales prohibited .
- Indemnification customary for directors and officers under Delaware law .
Governance Assessment
- Strengths: Independent director; Compensation Committee chaired by Martin met eight times in FY2024, indicating active oversight of exec pay and succession; Board attendance threshold met; robust prohibition on hedging/pledging; option awards primarily time-based, aligning with shareholder value creation via stock appreciation .
- Alignment: Increasing personal exposure to ANTX (options exercisable grew from 27,028 to 123,606 by 2025; addition of direct share ownership) supports “skin in the game” .
- Potential concerns: Significant external time commitments (multiple boards and organizations) warrant monitoring for bandwidth, but no disclosed related-party transactions involving Martin; Compensation consultant Aon engaged with independence considerations observed .
- Structural notes: As an emerging growth company, ANTX does not conduct say‑on‑pay votes, reducing direct shareholder feedback on executive compensation; mitigated by active committee workload and independent lead director structure .
RED FLAGS: None disclosed specific to Patricia Martin (no related-party transactions, no pledging/hedging, no attendance shortfalls, no compensation interlocks) .