Anne Phillips
About Anne M. Phillips
Anne M. Phillips, MD, is an independent, non‑executive director of Barinthus Biotherapeutics plc (BRNS), serving since February 2021 and currently a Class II director with a term expiring at the 2026 AGM . She is 71 years old and brings deep clinical, medical, regulatory, and outcomes research leadership from prior senior roles at Novo Nordisk (SVP, Clinical, Medical & Regulatory Affairs, North America, 2013–2022) and GlaxoSmithKline (Medicine Development Leader, 1998–2010) . Dr. Phillips holds a BSc in Zoology from the University of Western Ontario and an MD from the University of Toronto, with postgraduate training in Internal Medicine, Medical Microbiology, and Infectious Diseases . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novo Nordisk Inc. | Senior Vice President, Clinical, Medical & Regulatory Affairs, North America Operations | 2013–2022 | Led drug development, clinical operations, medical, regulatory, HEOR, and safety teams |
| GlaxoSmithKline | Vice President, Medicine Development Leader | 1998–2010 | Senior medicine development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sagimet Biosciences | Director | Since Aug 2024 | Public company board appointment |
| vTv Therapeutics | Director | Since Mar 2024 | Public company board appointment |
| Trevena Corporation | Director | 2014–Dec 2024 | Public company; tenure ended Dec 2024 |
| Carmot Therapeutics | Director (private) | 2022–Dec 2023 | Private biopharma board service |
| AMAG Pharmaceuticals | Director | 2019–2020 | Public company board service |
| Biotechnology Innovation Organization (BIO) | Director (non‑profit) | 2017–2018 | Industry trade association |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (per Nasdaq rules) |
| Board class and term | Class II; term expires at 2026 AGM |
| Committee assignments | Compensation Committee (Chair); not listed on Audit or Nominating committees |
| Committee meeting cadence (2024) | Compensation Committee met 3 times; Phillips attended 3/3 |
| Board meeting cadence (2024) | Board held 7 full meetings; all directors attended at least nine board+committee meetings in aggregate |
| Executive sessions | Independent directors hold regularly scheduled executive sessions |
| Say‑on‑pay and policy votes (2025 AGM) | Directors’ Remuneration Policy approved (For 23,535,233; Against 34,344; Withheld 7,228; Broker non‑votes 3,416,211). UK directors’ compensation report approved on advisory basis (For 23,557,140; Against 16,651; Withheld 4,029; Broker non‑votes 3,415,196) |
Fixed Compensation
| Component | Amount | Currency | Period | Notes |
|---|---|---|---|---|
| Fees paid in cash (Phillips) | $53,681 | USD | FY2024 | Converted from GBP at average 2024 rate; methodology disclosed |
| Annual board retainer | £32,000 | GBP | Policy in effect | Non‑executive director base fee |
| Compensation Committee Chair retainer | £10,000 | GBP | Policy in effect | Additional chair fee |
| Meeting fees | Not disclosed | — | — | Company uses retainers; no separate meeting fees table disclosed |
Performance Compensation
| Grant Date | Instrument | Number of Options/Units | Exercise Price | Vesting | Valuation |
|---|---|---|---|---|---|
| May 10, 2024 | Stock options | 19,516 | $2.34 | 100% vests at one year (or next AGM) with continued service | Face value $46,000 (UK report) |
| 2024 annual director grant (accounting view) | Stock options | Not separately enumerated in proxy table for Phillips | — | As per annual grant policy | ASC 718 grant‑date fair value $38,250 (Phillips) |
Additional structure:
- Initial grant upon election equals 0.10% of outstanding shares; annual grant equals 0.05%, with service‑based vesting and full acceleration upon sale of the company .
- Compensation Committee oversees adoption of compensation recovery (clawback) policy; company adopted recovery policy on Nov 9, 2023 per executive/plan disclosures .
Other Directorships & Interlocks
| Company | Relationship to BRNS | Potential Interlocks/Conflicts |
|---|---|---|
| Sagimet Biosciences; vTv Therapeutics; Trevena; Carmot; AMAG; BIO | External boards | No related‑party transactions with directors/5% holders reported for 2023–proxy date; license revenue noted with OUI/AstraZeneca unrelated to Phillips |
Expertise & Qualifications
- Clinical, regulatory, medical affairs leadership across late‑stage development, operations, safety, HEOR from Novo Nordisk and GSK .
- Medical training (MD, University of Toronto) and scientific foundation (BSc Zoology, University of Western Ontario); postgraduate training in Internal Medicine, Medical Microbiology, Infectious Diseases .
Equity Ownership
| Category | Shares/Options | Status | As of |
|---|---|---|---|
| Ordinary shares owned directly | 3,000 | Shares outstanding | Dec 31, 2024 |
| Options exercisable within 60 days | 91,645 | Exercisable | Apr 14, 2025 |
| Unvested options | 22,613 | Unvested | Dec 31, 2024 |
| Vested but unexercised options | 69,032 | Vested, unexercised | Dec 31, 2024 |
| Total beneficial ownership | 94,645 | Less than 1% of outstanding | Apr 14, 2025 |
Policy on hedging/pledging:
- Pledging of company securities by directors/officers is only permitted upon approval by the Audit Committee; policy describes heightened risks and controls. No pledging by Dr. Phillips is disclosed in the proxy .
Governance Assessment
- Strengths: Independent director with deep clinical/regulatory expertise; chairs Compensation Committee; full committee attendance; Board independence maintained; independent consultant (Aon) retained with no conflicts found; say‑on‑pay and remuneration policy approvals support investor confidence .
- Alignment: Receives annual equity options under standardized director policy (service‑based vesting), creating ownership alignment; holds vested and unvested options and a modest direct share position (<1%) .
- Oversight quality: Compensation Committee responsibilities include CEO goals/compensation, executive pay, equity grant policies, and adoption of compensation recovery policy; meeting cadence and attendance indicate active engagement .
- Conflicts/related‑party: Company reports no related‑party transactions involving directors/5% holders during 2023 through proxy date; legal proceedings for directors are noted as none material. Multiple external public boards may raise bandwidth considerations but no disclosed conflicts with BRNS .
- RED FLAGS: None explicitly disclosed for Phillips. The company allows pledging only with Audit Committee approval, mitigating alignment risk; no pledging by Phillips is disclosed. Director equity awards are service‑based without performance conditions, which is common for non‑execs but offers limited pay‑for‑performance linkage .