Rob Readnour
About Rob Readnour
Rob Readnour, Ph.D., age 61, is an independent Class I director of ANTX and has served on the Board since November 2019. He is Managing Director at Mountain Group Partners and previously held senior leadership roles at Elanco Animal Health (1990–2018), with deep product-development and commercialization experience. He holds a Ph.D. in Analytical Chemistry (University of Illinois) and a B.S. in Chemistry (Southeast Missouri State University) . ANTX’s Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elanco Animal Health Incorporated | Senior Director, Product Development; Senior Advisor & Chief Scientific Officer, Elanco Alternative Innovation | Oct 1990 – Jun 2018 | Led product development and alternative innovation initiatives . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mountain Group Partners | Managing Director | Since Jul 2018 | Venture capital—early-stage science/agtech/tech . |
| In the Bowl Animal Health, Inc. | Chairman | Not disclosed | Animal health company; chair role . |
| Borah | Executive Chairman | Not disclosed | Animal health discovery company . |
| Advanced Animal Diagnostics | Board/visitation rights | Not disclosed | Diagnostics across human/animal applications . |
| Targan | Board/visitation rights | Not disclosed | Bio-systems (animal health) . |
| Vytelle; Verility | Board/visitation rights | Not disclosed | Animal health fertility companies . |
| Velo-1 | Board/visitation rights | Not disclosed | Companion animal prescription medicines . |
| Skyline Vet Pharma | Board/visitation rights | Not disclosed | Veterinary pharmaceuticals . |
| Exubrion Therapeutics | Board/visitation rights | Not disclosed | Radiotherapeutic veterinary device company . |
| Appello Pharmaceuticals | Board observer (2024 proxy) | Not disclosed | Drug development (observer role) . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside FitzPatrick, Wong, and Zakrzewski; met 3 times in FY2024 .
- Not on Audit or Compensation Committees; Audit met 4x; Compensation met 8x in FY2024 .
- Attendance and engagement: Board met 10 times in FY2024; each director attended ≥75% of Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Independence: Board determined all non-employee directors are independent under Nasdaq rules .
- Lead Independent Director: Margaret FitzPatrick (appointed June 2024); presides executive sessions, liaison duties .
| Committee | Role | FY2024 Meetings | Core Oversight |
|---|---|---|---|
| Nominating & Corporate Governance | Chair (Readnour) | 3 | Board composition, director evaluation, governance guidelines . |
| Audit | Not a member | 4 | Financial reporting, external auditor oversight, related-person transactions . |
| Compensation | Not a member | 8 | Exec/director pay, equity plans, succession . |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $43,000 | $44,859 |
| Option Awards (Grant-date fair value) | $103,138 | $104,514 |
| Stock Awards (in lieu of Q4 cash retainers, if elected) | — | $778 |
| Total | $146,138 | $150,151 |
- Director compensation policy (structure): Cash retainers—$40,000 Board member; $30,000 Board chair; $25,000 Lead Independent; $15,000 Audit/Comp chairs; $8,000 Nominating chair; $7,500 committee member for Audit/Comp; $4,000 Nominating member (effective Mar 28 & Nov 21, 2024 updates) . Prior policy in 2024 listed $35,000 Board member and similar committee fees; lead independent retainer added Feb 26, 2024 .
Performance Compensation
| Award Type | Policy Grant-Value | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Director Initial Grant (non-employee director) | $209,093 option value | Monthly over 3 years (continuous service) | Full acceleration upon change-in-control . |
| Director Annual Grant | $104,546 option value | Vests in full by next annual meeting or 1-year anniversary | Full acceleration upon change-in-control . |
| RSU elections (retain ers in RSUs) | Retainer converted using 30-day avg price ×1.1x shares (from Nov 21, 2024); deferral allowed starting 2025 . | Fully vested RSUs for retainer conversions | Same plan rules; subject to 2022 Plan . |
| Annual director compensation cap | Max $750,000 (or $1,000,000 in first year) per fiscal year | — | — |
Note: ANTX does not disclose performance metrics (TSR/revenue/EBITDA) tied to director awards; equity is time-based with option/RSU structures .
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| MGC Venture Partners 2018, LP; MGC Venture Partners QP 2018, LP | Managing partner of GP; shared voting/dispositive power; holds ANTX shares; Readnour disclaims beneficial ownership except pecuniary interest | 582,288 shares (MGC 2018 LP) and 652,573 shares (MGC 2018 QP) as of Mar 24, 2025 . |
| Investors’ Rights Agreement participants | Registration rights for certain holders incl. entities affiliated with MGC Venture Partners | Standard rights for holders; Readnour’s affiliated entities included . |
| March 2022 IPO participation | MGC 2018 LP (70,716 shares); MGC 2018 QP (82,618 shares) | Disclosed; Readnour is managing partner of GP . |
Expertise & Qualifications
- 30+ years in product development and commercialization in animal health; leadership roles at Elanco .
- Ph.D. Analytical Chemistry (University of Illinois); B.S. Chemistry (Southeast Missouri State University) .
- Venture investing and multiple board/observer roles in diagnostics and animal health technologies .
Equity Ownership
| Metric | Mar 15, 2024 | Mar 24, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 914,252 | 1,352,907 |
| Ownership % of shares outstanding | 3.07% | 4.48% |
| Direct/common shares | 14,391 (options exercisable within 60 days) & fund holdings; see breakdown | 9,077 common; 108,969 options exercisable within 60 days; fund holdings; see breakdown |
| Breakdown notes | 485,073 (MGC 2018 QP) + 414,788 (MGC 2018 LP); disclaimer of beneficial ownership except pecuniary interest | 652,573 (MGC 2018 QP) + 582,288 (MGC 2018 LP); disclaimer of beneficial ownership except pecuniary interest |
| Options Outstanding (Non-Employee Director) | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Readnour option count | 44,466 | 108,969 |
Policies impacting alignment:
- Hedging/pledging prohibited; margin accounts and short sales disallowed—applies to directors .
- Indemnification agreements in place for directors .
- Certificate includes corporate opportunity renunciation for non-employee directors, reducing obligation to present certain opportunities to ANTX unless acquired solely through Board service .
Governance Assessment
- Strengths: Independence affirmed; chairs Nominating & Corporate Governance, indicating central role in board composition, evaluations, and governance policies; consistent meeting attendance; equity-heavy director compensation supports alignment; hedging/pledging bans reduce misalignment risk .
- Potential conflicts and mitigants: Significant share exposure via funds (MGC 2018 LP/QP) with shared voting power; disclosed and disclaimed beneficial ownership except pecuniary interest; related-person transactions subject to Audit Committee review; investor registration rights standard for holders .
- Policy signal to note: Corporate opportunity waiver for non-employee directors may present perception risk on information flow, though common in Delaware charters; balanced by independence determinations and committee oversight .
- Director compensation evolution: Introduction of RSU elections and deferral in 2024/2025 increases flexibility and could enhance tax-efficient alignment; annual grant remains option-based with time vesting—no disclosed performance metrics for director pay .
RED FLAGS: None related-party transactions involving Readnour beyond disclosed fund holdings/rights; no pledging; independence affirmed. Monitor potential fund-related voting influences and any future transactions involving Mountain Group Partners entities with ANTX .