Ann Hanham
SCYNEXISAbout Ann F. Hanham, Ph.D.
Ann F. Hanham, age 72, has served on the SCYNEXIS Board since December 2008 and is currently an independent director under Nasdaq rules, chairing the Nominating & Corporate Governance Committee and serving on the Audit Committee . She holds a Ph.D. from the University of British Columbia, an MSc from Simon Fraser University, and a BSc from the University of Toronto; she was Board Certified in Toxicology in 1986 . Her background spans clinical and regulatory leadership and life-sciences venture capital, including founding partner and managing director roles at BAR Capital Management since December 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAR Capital Management | Founding Partner & Managing Director | Dec 2013–present | Life-sciences VC leadership |
| Burrill & Company | General Partner | 2000–2013 | Life sciences venture capital |
| InterMune, Inc. | Co-founder & VP, Clinical & Regulatory Affairs | 1998–2000 | Built clinical/regulatory function |
| Otsuka Pharmaceuticals | Senior Director, Oncology Product Development | 1995–1998 | Oncology development leadership |
| Celtrix Pharmaceuticals | Medical Director | 1991–1995 | Medical/regulatory leadership |
| Becton Dickinson | Regulatory & Clinical Affairs (Monoclonal Antibody Program) | 1988–1991 | Regulatory/clinical oversight |
| Health Protection Branch, Health & Welfare Canada | Regulatory Toxicologist | 1984–1988 | Government regulatory toxicology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HTG Molecular Diagnostics Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Acusphere Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Biomimetic Therapeutics Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Biotie Therapies Corp. | Director (prior) | Not disclosed | Prior public company board service |
| Immunicon Corp. | Director (prior) | Not disclosed | Prior public company board service |
| Targacept Inc. | Director (prior) | Not disclosed | Prior public company board service |
| TLC (GreTai Sec M: 1452:TT) | Director (prior) | Not disclosed | Prior public company board service |
| Endocyte, Inc. | Director (prior) | Not disclosed | Prior public company board service |
No related-party transactions involving directors/executives >$120,000 since January 1, 2023 were disclosed, reducing interlock/conflict risk .
Board Governance
- Independence: Board determined all directors other than the CEO were independent during 2024 and currently; Hanham is independent under Nasdaq standards .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Audit Committee financial expert: David Hastings (not Hanham) designated by the Board .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings for their service periods .
- Annual meeting engagement: All current directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors met in regularly scheduled executive sessions in fiscal 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Not a member | 6 |
| Nominating & Corporate Governance | Chair | 1 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $65,000 | Matches base retainer $45,000 + Audit member $10,000 + Nominating & Corporate Governance chair $10,000 |
| Stock Awards (Grant-date fair value) | $43,240 | RSU grant; 23,000 shares per policy |
| Option Awards (Grant-date fair value) | $30,730 | Option grant; 23,000 shares per policy |
| Total | $138,970 | Sum of cash and equity fair values |
Director retainer and committee fees (policy):
- Base annual cash retainer: $45,000; paid quarterly .
- Audit Committee: Chair $20,000; member $10,000 (Hanham is member) .
- Compensation Committee: Chair $15,000; member $7,500 .
- Nominating & Corporate Governance Committee: Chair $10,000 (Hanham is chair); member $5,000 .
Performance Compensation
| Equity Award | Shares | Vesting | Exercise Price/Terms | Grant Cadence |
|---|---|---|---|---|
| RSUs (annual director grant) | 23,000 | Vest in full on 1-year anniversary of grant date | N/A | Granted first business day after annual meeting |
| Options (annual director grant) | 23,000 | Vest in full on 1-year anniversary of grant date | Exercise price = fair market value on grant date | Granted first business day after annual meeting |
| Election to receive options in lieu of cash | Varies by election | 100% vested at grant | Shares determined by cash foregone/0.65/fair market value | Quarterly, in lieu of cash fees if elected |
No director-specific performance metrics (e.g., TSR/ESG targets) are tied to director equity vesting; grants are time-based per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Prior public company boards | HTG Molecular Diagnostics; Acusphere; Biomimetic Therapeutics; Biotie Therapies; Immunicon; Targacept; TLC; Endocyte |
| Shared directorships with SCYX counterparts (competitors/suppliers/customers) | None disclosed |
| Related-party transactions | None >$120,000 since Jan 1, 2023 (directors/executives/5% holders) |
Expertise & Qualifications
- Clinical and regulatory leadership across biopharma; co-founded InterMune and led Clinical & Regulatory Affairs .
- Venture capital experience (Burrill & Company; BAR Capital Management), offering financing and strategic insights for development-stage biotech .
- Academic credentials: Ph.D. (UBC), MSc (Simon Fraser), BSc (Toronto); Board Certified in Toxicology (1986) .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable Within 60 Days | Ownership % |
|---|---|---|---|
| Ann F. Hanham, Ph.D. | 71,079 | 47,457 | Less than 1% of outstanding shares |
| Outstanding Director Equity (12/31/2024) | Count |
|---|---|
| RSUs outstanding | 23,000 |
| Options outstanding | 70,661 |
Alignment and restrictions:
- Company policy prohibits hedging, short sales, transactions in derivatives based on SCYX equity, margin accounts, pledges, or other speculative transactions by directors .
- Insider Trading Policy governs trading in company securities for directors and officers .
Governance Assessment
- Board effectiveness: Hanham’s dual role on Audit (member) and Nominating & Corporate Governance (chair) supports oversight of financial reporting and board composition/independence; the Board’s designated audit committee financial expert is Hastings, not Hanham, indicating complementary expertise on the committee .
- Independence & engagement: She is independent under Nasdaq rules; all directors attended at least 75% of meetings and the 2024 annual meeting; independent directors held executive sessions—positive engagement signals .
- Compensation mix & alignment: 2024 director pay tilts toward equity (RSUs and options), with time-based vesting and an option-for-cash election mechanism to increase at-risk exposure; cash fees align with committee responsibilities (audit member, nominating chair) .
- Ownership: Beneficial ownership is <1%—typical for independent directors; outstanding options/RSUs provide ongoing alignment without pledging risk under company policy .
- Conflicts & related-party exposure: No related-party transactions involving directors/executives >$120,000 since Jan 1, 2023; no disclosed interlocks with counterparties—low apparent conflict risk .
RED FLAGS
- None disclosed: No hedging/pledging allowed by policy ; no related-party transactions reported ; attendance thresholds met .