Stephen Prior
About Stephen Prior
Stephen Prior, Ph.D., age 67, is Chief Strategy Officer at AN2 Therapeutics (ANTX) since October 2024 after serving as Senior Vice President from September 2022 to October 2024; he holds a B.Sc. Hons. in microbiology from the University of Kent (UK) and a Ph.D. in microbiology from Warwick University (UK) . He previously served as President of Therax, Inc. advising on national security and health threats and as Executive Director at the National Center for Critical Incident Analysis (NDU) through December 2024, establishing deep expertise at the intersection of infectious disease, biodefense, and strategy . AN2’s 2024 cash bonus plan paid at 75% of target for named executive officers (NEOs), indicating moderate achievement of corporate objectives; specific pay outcomes for Dr. Prior were not disclosed as he is not an NEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AN2 Therapeutics | Chief Strategy Officer | Oct 2024–present | Senior role shaping corporate strategy post-Phase 2/3 program updates . |
| AN2 Therapeutics | Senior Vice President | Sep 2022–Oct 2024 | Executive leadership through clinical and strategic realignment periods . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Therax, Inc. | President | Jun 2009–present | Advised U.S. government as subject matter expert on emergent/man‑made disease threats . |
| National Center for Critical Incident Analysis (NDU) | Executive Director | Jan 2006–Dec 2024 | Led analysis on critical incidents with public health and national security implications . |
Fixed Compensation
- Not disclosed for Dr. Prior in the 2025 proxy because he is not a named executive officer; NEOs for 2024 were the CEO, CLO/COO, CFO, and former CMO .
Performance Compensation
| Plan Element | Metric/Design | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual Cash Bonus (Company-wide plan) | Corporate objectives (company-level goals) | Not disclosed for Dr. Prior | For 2024, NEOs received 75% of target; for 2023, NEOs received 120% of target . | Specific metrics and Dr. Prior’s individual payout/target not disclosed . |
Equity plan design: Long-term incentives granted under the 2022 Equity Incentive Plan; awards typically vest over four years with double-trigger acceleration protection under the Severance Plan and single-trigger acceleration if awards are not assumed in a “corporate transaction” under the 2022 Plan .
Equity Ownership & Alignment
| Date/Source | Total Beneficial Shares | Components/Breakdown | Notes |
|---|---|---|---|
| Nov 4, 2024 (Form 3) | 25,217 | Includes 17,500 RSUs vesting 1/16 quarterly from Jan 1, 2024 to Jan 1, 2028 . | Initial Section 16 statement upon appointment as CSO . |
| Mar 24, 2025 (Proxy) | 16,467 | Shares owned directly; plus options exercisable within 60 days: 72,396 shares . | Executive officer but not an NEO; reported in group footnote . |
| Equity Award | Amount (shares) | Vesting/Exercise Schedule | Expiration | Notes |
|---|---|---|---|---|
| RSUs | 17,500 | 1/16 quarterly 1/1/2024–1/1/2028 | n/a | Subject to continuous service . |
| Stock Option | 46,000 | 25% on 9/20/2023; then 1/48 monthly to 9/20/2026 | 10/13/2032 | Service-based vesting . |
| Stock Option | 29,200 | 1/48 monthly 1/1/2023–1/1/2027 | 02/14/2033 | Service-based vesting . |
| Stock Option | 35,000 | Continues normal vest through 12/31/2024; 1/3 of remaining on 1/1/2025; remainder on 1/1/2026 | 03/14/2034 | Modified vesting cadence subject to continued service . |
- Hedging and pledging: Company policy prohibits hedging, short sales, and pledging or margining of company stock by employees and directors, mitigating misalignment and leverage risks .
- Ownership guidelines: Not disclosed in the 2025 proxy for executives; no pledge activity reported for Dr. Prior .
- Insider selling pressure: Vesting cadence includes quarterly RSU settlements through 2028 and option vesting through 2026, creating periodic delivery events; actual sales (Form 4) not disclosed in the proxy materials reviewed .
Employment Terms
- Status and start in role: Appointed Chief Strategy Officer effective November 4, 2024 (Form 3 event date 11/04/2024) and listed as executive officer as of April 1, 2025 .
- Severance Plan (company-wide): For eligible participants (includes NEOs and certain other employees), outside a change-in-control period (3 months before and 12 months after), benefits include lump-sum salary (100% CEO; 75% others), earned but unpaid bonus, and COBRA premiums (12 months CEO; 9 months others) upon qualifying termination; within the change-in-control period and with qualifying termination, benefits increase to 150%/100% of salary and target bonus, COBRA (18/12 months), plus full vesting of outstanding awards at target for performance awards (double trigger) . The proxy does not explicitly list Dr. Prior’s participation status. |
- Equity acceleration on corporate transaction (plan-level): If awards are not assumed/continued/substituted in a “corporate transaction,” unvested awards vest in full prior to effectiveness; performance awards accelerate at 100% of target (plan-level single-trigger if not assumed) .
- 280G treatment: If CIC benefits would trigger 4999 excise tax, benefits are cut back to maximize net after-tax outcome for the participant .
Investment Implications
- Alignment and retention: Drip-vesting RSUs through 2028 and option schedules through 2026 create sustained retention hooks; company policy banning hedging/pledging supports alignment without leverage risk .
- Ownership scale: Reported direct holdings (16,467 shares) and near-term exercisable options (72,396) suggest meaningful but not controlling exposure; no pledge risk disclosed .
- Change-in-control economics: Standard small/mid-cap biotech structure with double-trigger severance and full acceleration for eligible participants; plan-level single-trigger acceleration applies if awards aren’t assumed, potentially increasing deal-related dilution but improving management continuity incentives .
- Execution context: Company-level bonus outcome of 75% of target for 2024 NEOs indicates moderate achievement; ongoing strategic realignment and clinical program next steps highlighted in late-2024 disclosures frame near-term strategy focus in which the CSO role is central .
Sources: ANTX DEF 14A (Apr 10, 2025) ; ANTX DEF 14A (Apr 26, 2024) ; Form 3 for Stephen D. Prior (filed Nov 5, 2024; event 11/04/2024) ; ANTX 8-K press release (Nov 13, 2024) .