Stephanie Wong
About Stephanie Wong
Stephanie Wong (age 51) has served as an independent director of AN2 Therapeutics (ANTX) since April 2021. She is the Audit Committee chair and the Board-designated “audit committee financial expert,” reflecting deep finance and accounting credentials including a B.S. in Business Administration from UC Berkeley and inactive CPA status in California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calithera Biosciences, Inc. | Chief Financial Officer; Corporate Secretary | CFO: Jan 2021–Feb 2024; Secretary: Jan 2017–Feb 2024 | Public company CFO experience; governance exposure through secretary role |
| Calithera Biosciences, Inc. | SVP Finance; VP Finance | SVP: Jan 2018–Dec 2020; VP: Apr 2014–Dec 2016 | Built finance function at a high-growth biotech |
| SciClone Pharmaceuticals, Inc. | VP Finance & Controller | 2009–2013 | Public pharma finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of Bioscience Financial Officers (Northern California Chapter) | Board of Directors | Since Dec 2016 | Industry network role; not a public company directorship |
- No current public company directorships disclosed for Ms. Wong beyond ANTX .
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; designated “financial expert”; Board determined independence; committee met 4 times in FY2024 .
- Nominating & Corporate Governance Committee: Member .
- Independence: Board determined Ms. Wong is independent under Nasdaq/SEC standards .
- Attendance: Board met 10 times in FY2024; each director attended 75% or more of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership context: Lead Independent Director is Margaret FitzPatrick; executive sessions led by LID .
Fixed Compensation
| Component | Policy Terms (Annual) | Notes |
|---|---|---|
| Board retainer (cash) | $40,000 | Paid quarterly |
| Audit Committee chair | +$15,000 | Chair receives chair fee only (not member fee) |
| Nominating & Corporate Governance member | +$4,000 | Member fee; chair fee is $8,000 if applicable |
| Other roles (for context) | Board Chair +$30,000; Lead Independent Director +$25,000; Compensation Committee chair +$15,000/member +$7,500; Audit Committee member +$7,500 | Policy revised Mar 28, 2024 and Nov 21, 2024 |
| Director | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| Stephanie Wong | 54,000 | FY2024 actual cash fees |
Performance Compensation
| Equity Element | Grant Value | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| Initial Director Option | $209,093 | Monthly over 3 years (continuous service) | Full acceleration upon change in control (prior to termination of service) | Non-statutory options under 2022 Plan |
| Annual Director Option | $104,546 (or $52,273 if initial grant 3–6 months prior) | Vests in full on earlier of 1-year anniversary or next annual meeting | Full acceleration upon change in control | Granted at each annual meeting |
| RSU election (retainers/annual grant) | Converted at 1.1× share multiplier | Fully vested RSUs in lieu of cash/equity; optional deferral of issuance starting 2025 | — | Policy amended Nov 21, 2024; deferral to fixed date, termination, or change in control |
| Director | Option Awards ($, FY2024) | Stock Awards ($, FY2024) | Total Equity ($, FY2024) |
|---|---|---|---|
| Stephanie Wong | 104,514 | — | 104,514 |
| Director | Outstanding Option Awards (count, 12/31/2024) |
|---|---|
| Stephanie Wong | 123,606 |
Signal assessment: ANTX director pay mix is equity-heavy (Wong’s FY2024: ~$104.5k equity vs $54.0k cash), aligning directors with shareholders. The RSU election/deferral introduced in late 2024 may increase fixed equity and tax-efficient deferrals in 2025—watch the mix shift and potential dilution management via fixed-share grants .
Other Directorships & Interlocks
| Type | Entity | Role | Overlap/Interlock |
|---|---|---|---|
| Current public company boards | — | — | None disclosed |
| Prior public company boards | — | — | None disclosed |
| Industry associations | ABFO (Northern CA Chapter) | Director | Networking; no supplier/customer interlock noted |
- No related-party directorships or disclosed interlocks involving ANTX counterparties for Ms. Wong .
Expertise & Qualifications
- Finance/accounting: Former public company CFO; inactive CPA; audit committee “financial expert” designation and financial sophistication under Nasdaq rules .
- Biopharma domain: >15 years in publicly traded biotech/pharma finance roles (Calithera, SciClone) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Methodology Notes |
|---|---|---|---|
| Stephanie Wong | 123,606 | <1% | Beneficial ownership as of Mar 24, 2025; includes options exercisable within 60 days per SEC rules; outstanding shares = 30,098,720 |
- Hedging/pledging: Directors are prohibited from hedging, short sales, holding in margin accounts, or pledging ANTX stock—reduces misalignment and risk from collateral calls .
Governance Assessment
-
Strengths
- Independence confirmed; serves as Audit Committee chair and SEC-defined financial expert, enhancing oversight of financial reporting, internal controls, and auditor engagement .
- Attendance: Met at least the 75% threshold; Board met 10 times and Audit Committee met 4 times in FY2024—signals engagement cadence is reasonable for a development-stage biotech .
- Alignment: Equity-heavy compensation and prohibition on hedging/pledging support skin-in-the-game and alignment with shareholders .
- Conflicts control: Related person transactions must be approved in advance by the Audit Committee under a formal policy; Wong’s committee reviews such items, mitigating conflict risk .
-
Watch items / potential red flags
- Equity acceleration: Single-trigger full acceleration of director option awards upon change in control may be viewed as shareholder-unfriendly and could affect transaction dynamics; monitor any future shifts to double-trigger structures .
- RSU program expansion: 1.1× RSU conversion multiplier and deferral features introduced in Nov 2024 could raise guaranteed equity elements and reduce pay-at-risk if heavily utilized; watch 2025 adoption and share pool management (Board anticipates moving to fixed-share grants) .
- Concentration of oversight: As Audit Committee chair and financial expert, Wong’s role is pivotal; ensure continued auditor independence and robust related-party screening are documented in Audit Committee reports .
-
Additional signals
- No delinquent Section 16 filings in FY2024 for directors/officers—procedural compliance supports governance quality .
- Lead Independent Director framework in place with executive sessions—supports independent board processes even with CEO as Chair since June 2024 .
Overall: Wong’s finance expertise and independent status strengthen board effectiveness at ANTX, with solid attendance and alignment features. Monitor compensation structure evolution (RSUs, acceleration terms) and continued rigor in audit/related-party oversight for investor confidence .