Anne M. Phillips
vTv TherapeuticsAbout Anne M. Phillips
Independent director since March 2024; age 71. Former Senior Vice President of Clinical, Medical and Regulatory Affairs at Novo Nordisk Inc. (2011–Aug 2022) and prior Vice President roles at GlaxoSmithKline; earlier, Head of Infectious Diseases and Deputy Physician-in-Chief at Wellesley Central/St. Michael’s Hospital in Toronto. Education: M.D. (University of Toronto); B.Sc. Zoology (University of Western Ontario); Fellow of the Royal College of Physicians and Surgeons of Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novo Nordisk Inc. | SVP, Clinical/Medical/Regulatory Affairs | 2011–Aug 2022 | Led U.S. clinical/medical/regulatory functions |
| GlaxoSmithKline plc | Vice President (various) | 1998–2011 (prior to Novo Nordisk) | Senior leadership across therapeutic areas |
| Wellesley Central Hospital/St. Michael’s Hospital (Toronto) | Head of Infectious Diseases; Deputy Physician-in-Chief | Pre-1998 | Clinical leadership and program oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barinthus Biotherapeutics plc | Director | Current | Disclosed as current in 2025 proxy |
| Sagimet Biosciences Inc. | Director | Current | Disclosed as current in 2025 proxy |
| Trevena Inc. | Director | Prior | Disclosed in 2024 proxy; not listed in 2025 proxy |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Board determined Dr. Phillips is independent under Nasdaq rules; meets Audit Committee independence standards (SEC Rule 10A-3/Nasdaq) .
- Attendance: Board held 7 meetings in 2024; all directors attended ≥94% of board and committee meetings; Audit Committee met 4 times; Compensation Committee met 4 times; Nominating & Governance met once .
- Nomination rights context: Phillips is one of three directors designated by lead investors under the February 27, 2024 Securities Purchase Agreement; Board voting procedures require ≥5 directors for major actions; CEO removal requires vote of 4 directors excluding the CEO .
Fixed Compensation
| Component (Directors) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 40,000 | Paid quarterly |
| Non-executive Chair add’l retainer | 35,000 | Paid quarterly (if applicable) |
| Audit Committee Chair | 20,000 | Annual |
| Compensation Committee Chair | 10,000 | Annual |
| Nominating & Governance Chair | 8,000 | Annual |
| Audit Committee Member | 7,500 | Annual |
| Compensation Committee Member | 5,000 | Annual |
| Nominating & Governance Member | 4,000 | Annual |
| Reimbursements | Actuals | Out-of-pocket expenses reimbursed |
| Actual Cash Received – FY2024 | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 44,697 |
Performance Compensation
| Grant | Instrument | Shares/Options | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Jun 11, 2024 | Stock option | 3,750 | Included in total | Vests monthly over 3 years | Director equity under amended program |
| Jun 25, 2024 | Equity grants | 2,250 and 860 | Included in total | 2,250 vests monthly over 3 years; 860 vests 1 year from grant | As disclosed in footnote (9) |
| FY2024 total equity value | Options/stock awards | — | 97,406 | — | Aggregate grant-date fair value |
| Jun 10, 2025 | Stock option (Form 4) | 4,000 | N/A | Not disclosed in proxy; director program implies time-based vest | Transaction price $16.59; post-transaction holdings 10,860 options |
Notes:
- vTv’s 2024 director program grants options upon appointment (6,000) and upon annual election (3,000), with vesting monthly over 3 years or at 1 year for certain annual grants; Phillips’ 2024 grants align with this structure .
- No director-specific performance metrics are tied to equity awards; vesting is time-based as disclosed .
Other Directorships & Interlocks
- Investor-designated directors include Drs. Akkaraju (Samsara BioCapital) and Cheong (Baker Brothers), alongside Phillips; this creates investor representation across key committees (Phillips chairs Compensation; all committee members are independent per Nasdaq/SEC) .
- No disclosed related-party transactions involving Phillips; related-party oversight resides with Audit Committee (of which Phillips is a member) .
Expertise & Qualifications
- Therapeutic area leadership (infectious diseases), broad regulatory/clinical expertise from Novo Nordisk and GSK; medical credentials and board experience at multiple biopharmas support Compensation and Audit committee roles .
Equity Ownership
| Item | Amount | As-of Date | Source |
|---|---|---|---|
| Total beneficial ownership (Class A) | 2,146 shares | Apr 1, 2025 | Beneficial ownership table (*<0.1%) |
| Options held (post-transaction) | 10,860 options | Jun 12, 2025 (filing) | Form 4; transaction on Jun 10, 2025 |
| Ownership % of outstanding | <0.1% | Apr 1, 2025 | Beneficial ownership table |
| Shares pledged/hedged | None disclosed | — | Proxy disclosures |
Insider Trades (Form 4 – Awards)
| Transaction Date | Filing Date | Type | Security | Qty | Price ($) | Post-Transaction Owned | Source |
|---|---|---|---|---|---|---|---|
| Mar 13, 2024 | Mar 14, 2024 | Award | Director stock option | 3,750 | 16.04 | 3,750 | |
| Jun 25, 2024 | Jun 27, 2024 | Award | Director stock option | 2,250 | 17.22 | 6,000 | |
| Jun 25, 2024 | Jun 27, 2024 | Award | Director stock option | 860 | 17.22 | 6,860 | |
| Jun 10, 2025 | Jun 12, 2025 | Award | Director stock option | 4,000 | 16.59 | 10,860 |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with CEO excluded from compensation deliberations; member of fully independent Audit Committee; strong attendance and active committee schedules support engagement .
- Alignment: Director pay combines cash retainers with multi-year-vesting options, reinforcing long-term orientation; annual and appointment-based grants, with modest chair/member fees, are consistent with small-cap norms .
- Potential risks/RED FLAGS: Investor designation under 2024 financing could raise perceived influence risks in compensation and strategic votes; mitigants include supermajority board voting procedures for major corporate actions and committee independence standards . No related-party transactions involving Phillips disclosed; no pledging/hedging or tax gross-ups disclosed for directors .
Overall signal: Experienced biopharma operator with medical/regulatory depth, independent governance roles, and time-based equity that aligns with shareholders. Investor nomination context warrants monitoring, but current board procedures and independence determinations reduce governance conflict risk .