DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

AN2 Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

AN2 Therapeutics, Inc.

1800 El Camino Real, Suite D

Menlo Park, California 94027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 22, 2025

Dear Stockholders of AN2 Therapeutics, Inc.:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of AN2 Therapeutics, Inc. (the “Annual Meeting”) to be held on May 22, 2025 at 8:00 a.m., Pacific Time. The meeting will be held at the offices of the Company at 1800 El Camino Real, Suite D, Menlo Park, California 94027.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet or by mailing a proxy or voting instruction card. Voting over the internet or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

On or around April 10, 2025, we will mail our stockholders a notice containing instructions on how to access our proxy materials and Annual Report for the fiscal year ended December 31, 2024. The notice also provides instructions on how to vote online, by phone or by mail, and includes instructions on how you can receive a paper copy of proxy materials by mail.

At this year's Annual Meeting, the agenda includes the following proposals:


Proposal		Board Recommendation
Election of the three nominees, Eric Easom, Stephanie Wong, and Joseph Zakrzewski, as Class III directors		FOR each nominee

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm		FOR

In addition to the matters described above, the agenda may also include such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on March 24, 2025 as the record date for the Annual Meeting. Only stockholders of record on March 24, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Thank you for your ongoing support of and continued interest in AN2 Therapeutics, Inc.

Sincerely,

Eric Easom

President, Chief Executive Officer and Board Chair

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting at the Annual Meeting, you may vote via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card.

Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.

PROXY STATEMENT SUMMARY


Time and Date		8:00 a.m. Pacific Time, on May 22, 2025.

Items of Business		1. To elect the nominees Eric Easom, Stephanie Wong, and Joseph Zakrzewski as Class III directors until the 2028 annual meeting of stockholders or until their respective successors have been elected or appointed; 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and 3. To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

Adjournments and Postponements		Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date		You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on March 24, 2025.

Proxy Materials and Annual Report		We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish these proxy materials and our annual report to stockholders on the internet.

Voting		Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 1 of this proxy statement and the instructions on the proxy or voting instruction card. You can revoke a proxy prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.

TABLE OF CONTENTS


		Page
PROXY STATEMENT QUESTIONS AND ANSWERS		1
DIRECTORS AND CORPORATE GOVERNANCE		6
Board Composition
Director Independence
Board Diversity
Board Leadership Structure
Board Committees and Meetings
Identifying and Evaluating Director Nominees
Role of the Board in Risk Oversight
Compensation Risk Assessment
Communications with Directors
Corporate Governance Guidelines and Code of Business Conduct and Ethics
EXECUTIVE COMPENSATION		14
Executive Officers
Summary Compensation Table
Narrative to Summary Compensation Table
Outstanding Equity Awards as of December 31, 2024
Other Compensation and Benefits
401(k) Plan
Equity Compensation Plan Information
Indemnification
Hedging and Pledging Policies
COMPENSATION OF NON-EMPLOYEE DIRECTORS		22
Non-Employee Director Compensation Policy
Limitation of Liability and Indemnification
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK		25
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		27
License Agreements
Investors’ Rights Agreement
Indemnification Agreements
Related Person Transaction Policy
Director Independence
PROPOSALS REQUIRING YOUR VOTE		28
Proposal 1 – Election of Class III Directors
Number of Directors; Board Structure
Nominees
Recommendation of our Board
Proposal 2 – Ratification of Independent Registered Public Accounting Firm
Audit and Non-Audit Fees
Policy on Audit Committee Pre-Approval and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Recommendation of our Board
AUDIT COMMITTEE REPORT		30
TRANSACTION OF OTHER BUSINESS		31
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS		31
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		31
DELINQUENT SECTION 16(A) REPORTS		32
OTHER MATTERS		32
Fiscal Year 2024 Annual Report and SEC Filings

iii

AN2 Therapeutics, Inc.

1800 El Camino Real, Suite D

Menlo Park, California 94027

PROXY STATEMENT QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

The Board of Directors (the “Board”) of AN2 Therapeutics, Inc., a Delaware corporation (“AN2 Therapeutics,” the “Company,” “we,” “us,” or “our”), has made these proxy materials available to you on the internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this proxy statement (the “Proxy Statement”). However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or voting instruction form, or follow the instructions below to submit your proxy over the telephone or through the internet.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to the “notice and access” rules adopted by the SEC, we have elected to provide stockholders access to our proxy materials over the internet. Accordingly, on or about April 10, 2025, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to all of our stockholders as of March 24, 2025 (the “Record Date”). The Notice includes instructions on how to access our proxy materials over the internet and how to request a printed copy of these materials. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting and conserve natural resources. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice.

What is the purpose of the Annual Meeting?

For stockholders to vote on the following proposals to:

•

elect the nominees Eric Easom, Stephanie Wong, and Joseph Zakrzewski as Class III directors;

•

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

•

transact any other business as may properly come before the Annual Meeting.

How does the Board recommend I vote on these proposals?

The Board recommends that you vote:

•

FOR the election of Eric Easom, Stephanie Wong, and Joseph Zakrzewski as Class III directors; and

•

FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Who is entitled to vote at the Annual Meeting?

Holders of AN2 Therapeutics common stock at the close of business on the Record Date are entitled to receive the Notice and to vote their shares at the Annual Meeting. As of the Record Date, there were 30,098,720 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with AN2 Therapeutic’s transfer agent, Equiniti Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares, and the Notice was sent directly to you by the Company.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The Notice and, upon your request, the proxy materials have been forwarded to you

by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting.

How can I vote my shares?

The instructions for accessing proxy materials and voting can be found in the Notice that you received either by mail or e-mail. In order to access proxy materials and vote, you will need the control number provided on the Notice. There are three ways a stockholder of record can vote:

(1)

By Internet: You may vote over the internet by following the instructions provided in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.

(2)

By Telephone: You can vote by telephone by following the instructions in the Notice or if you requested printed copies of proxy materials, the instructions provided in the proxy card.

(3)

By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy card as described in the proxy materials.

In order to be counted, proxies submitted by telephone or internet must be received by 11:59 p.m., Pacific Time, on May 21, 2025. If you vote by telephone or internet, you do not need to return your proxy card or voting instruction card.

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you may receive a Notice or a voting instruction card from your broker, bank or other nominee. If you receive a voting instruction card from your broker, bank or other nominee, you must follow these voting instructions in order to instruct your broker, bank or other nominee on how to vote your shares. The availability of telephone or internet voting will depend on the voting process of your broker, bank or other nominee. If you are a beneficial owner, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

All shares that have been properly voted and not revoked will be cast as votes at the Annual Meeting.

What happens if I decide to attend the Annual Meeting, but I have already voted or submitted a proxy covering my shares?

You may still attend the Annual Meeting. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.

Where will the Annual Meeting be held?

The Annual Meeting will be held at the offices of the Company at 1800 El Camino Real, Suite D, Menlo Park, California 94027.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

•

written notice to the Corporate Secretary of the Company;

•

timely delivery of a valid, later-dated proxy or a later-dated vote on the internet; or

•

voting in person at the virtual Annual Meeting, however, simply attending the meeting will not, by itself, revoke your proxy.

If you are a beneficial owner of shares, you should follow the instructions of your bank, broker or other nominee to change or revoke your voting instructions. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

What shares can I vote?

You can vote all shares that you owned on the Record Date. These shares include (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a broker, bank or other nominee.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:30 a.m. and 4:30 p.m., Pacific Time, at our principal executive offices at 1800 El Camino Real, Suite D, Menlo Park, California, 94027, by contacting the Corporate Secretary of the Company.

How are votes counted? If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

Each holder of common stock is entitled to one vote per share of common stock on each matter properly brought before the Annual Meeting.

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or by attending the Annual Meeting, your shares will not be voted. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each of the three nominees for director (Proposal No. 1) and “For” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal No. 2). If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares in his or her discretion.

If I am a beneficial owner of shares held in street name and I do not provide my bank or broker with voting instructions, what happens?

If you are a beneficial owner of shares held in street name, your bank, broker or other nominee may under certain circumstances vote your shares if you do not timely instruct your bank, broker or other nominee how to vote your shares. Under the rules of the New York Stock Exchange (“NYSE”), banks, brokers and other nominees that are subject to NYSE rules can vote your “uninstructed” shares with respect to any matters considered to be routine matters under NYSE rules, but cannot vote such shares on non-routine matters. If you do not timely provide voting instructions to your bank, broker or other nominee to vote your shares, your bank, broker or other nominee may, on routine matters, either vote your shares or leave your shares unvoted. The election of directors (Proposal No. 1) is a non-routine matter. The ratification of the selection of our independent registered public accounting firm (Proposal No. 2) is a routine matter. We encourage you to provide voting instructions to your bank, broker or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker or other nominee about how to submit your proxy to them at the time you receive this proxy statement.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other nominee.

How will abstentions and broker non-votes be treated at the Annual Meeting?

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (Proposal No. 2).

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will have no effect on Proposal No. 2. The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year 2025 (Proposal No. 2) is considered a routine matter on which brokers, banks and other nominees have discretionary voting power, and therefore no broker non votes are expected on Proposal No. 2.

How many votes are required to approve the proposals being voted upon at the Annual Meeting?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Assuming there is a proper quorum of shares represented at the Annual Meeting, the voting requirements for approval of the proposals at the Annual Meeting are as follows:


Proposal	Vote Required	Effect of Abstentions	Effect of Broker Non-Votes
Election of directors	The three nominees receiving the most “For” votes by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the proposal	No effect	No effect
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025	“For” votes from the holders of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on the proposal	Against	Not applicable

Could other matters be decided at the Annual Meeting?

At the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting for consideration, the proxy holders named on the proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Our directors, senior executives or employees, acting without special compensation, may also solicit proxies. Proxies may be solicited by personal interview, mail, electronic transmission, facsimile transmission or telephone. We are required to send copies of proxy-related materials or additional solicitation materials to brokers, fiduciaries and custodians who will forward these materials to the beneficial owners of our shares. On request, we will reimburse brokers and other persons representing beneficial owners of shares for their reasonable expenses in forwarding these materials to beneficial owners.

Who will count the vote?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and, with respect to Proposal No. 2, votes “For,” “Against” and abstentions.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at our Annual Meeting. We will publish final voting results in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available within four business days after the Annual Meeting, we will disclose the preliminary results in the Current Report on Form 8-K and, within four business days after the final voting results are known to us, file an amended Current Report on Form 8-K to disclose the final voting results.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 11, 2025 to our Corporate Secretary at 1800 El Camino Real, Suite D, Menlo Park, CA 94027. However, if our 2026 Annual Meeting of Stockholders is held more than 30 days before or more than 30 days after the one-year anniversary of the Annual Meeting, then the deadline will be a reasonable time prior to the time that we begin to print and mail our proxy materials.

If you wish to submit a proposal (including a director nomination) at our 2026 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, you must do so by not earlier than 5:00 p.m. Pacific Time on January 22, 2026 and not later than 5:00 p.m. Pacific Time on February 21, 2026, provided, however, that if our 2026 Annual Meeting of Stockholders is held more than 30 days before or more than 30 days after the one-year anniversary of the Annual Meeting, your proposal must be submitted not earlier than (i) the close of business on the 120th day prior to our 2026 Annual Meeting

of Stockholders and not later than the close of business on the later of the 90th day prior to our 2026 Annual Meeting of Stockholders or (ii) the 10th day following the day on which public announcement of such meeting is first made. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

The proxy solicited by our Board for the 2026 Annual Meeting of Stockholders will confer discretionary voting authority with respect to (i) any proposal presented by a stockholder at that meeting for which we have not been provided with timely notice and (ii) any proposal made in accordance with our bylaws, even if the 2026 proxy statement briefly describes the matter and how management proxy holders intend to vote on it, if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Nomination of Director Candidates

You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board and should be directed to our Corporate Secretary at the address set forth above. In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws and send timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a Proxy Statement. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules in connection with our 2026 Annual Meeting of Stockholders, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act.

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2026 Annual Meeting of Stockholders. Stockholders may obtain our proxy statement (and any amendment and supplements thereto) and other documents as and when we file them with the SEC on the “Investor Relations” section of the Company’s website at investor.an2therapeutics.com or on the SEC’s website at www.sec.gov.

How may I obtain AN2 Therapeutic’s Form 10-K and other financial information?

Stockholders can access our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), which contains financial information about the Company, on the “Investor Relations” section of the Company’s website at investor.an2therapeutics.com or on the SEC’s website at www.sec.gov. Alternatively, current and prospective investors may request a free copy of our Annual Report from:

AN2 Therapeutics, Inc.

1800 El Camino Real, Suite D

Menlo Park, California 94027

Attn: Corporate Secretary

We also will furnish any exhibit to the Annual Report if specifically requested upon payment of charges that approximate our cost of reproduction. The website addresses in this proxy statement are included for reference only. The information contained on these websites is not incorporated by reference into this proxy statement.

DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our business affairs are managed under the direction of our Board, which is currently composed of nine members. Our directors are divided into three classes serving staggered three year terms. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three year term at the annual meeting of stockholders in the year in which their term expires. As a result of this classification of directors, it generally takes at least two annual meetings of stockholders for stockholders to effect a change in a majority of the members of our Board.

The names, ages, principal occupations and certain other information about the director nominees with terms expiring at the Annual Meeting and the additional members of our Board as of March 24, 2025 (including the skills and qualifications that led to the conclusion that they should serve as directors) are set forth below.


Name	Position(s)	Age
Nominees:
Eric Easom	President, Chief Executive Officer and Board Chair Class III Director	57
Stephanie Wong (1)(3)	Class III Director	51
Joseph Zakrzewski (1)(3)	Class III Director	62
Continuing Directors:
Kabeer Aziz (3)	Class I Director	35
Gilbert Lynn Marks, M.D. (2)	Class I Director	67
Rob Readnour, Ph.D. (1)	Class I Director	61
Margaret FitzPatrick (1)(4)	Class II Director	59
Patricia Martin (2)	Class II Director	64
Melvin Spigelman, M.D. (2)	Class II Director	76

(1)

Member of the nominating and corporate governance committee.

(2)

Member of the compensation committee.

(3)

Member of the audit committee.

(4)

Lead independent director.

Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting

Eric Easom is a co-founder of our Company and has served as our President and Chief Executive Officer and a member of our Board since November 2019, and Board chair since June 2024. From February 2009 to June 2017, Mr. Easom served as Vice President, Neglected Diseases at Anacor Pharmaceuticals, Inc. (“Anacor”), a publicly traded biopharmaceutical company that was acquired by Pfizer Inc. From July 2007 to January 2009, Mr. Easom served as the Senior Director, Business Development and Marketing at InteKrin Therapeutics, Inc., a biopharmaceutical company. From April 2006 to July 2007, he served as the Director of Marketing at MedImmune, a biotechnology company that was acquired by AstraZeneca. Mr. Easom currently serves as a member of the board of directors of the Chagas Disease Foundation and Resilient Biotics, Inc., a private microbiome-based therapeutics company, and is an advisor for the California Life Sciences Institute. Mr. Easom received a B.S. and M.S. in Electrical Engineering from the University of Louisville and an M.B.A. from Indiana University, Kelley School of Business. We believe that Mr. Easom’s role as President and Chief Executive Officer of our Company and extensive work in high-growth biotechnology and pharmaceutical companies make him an appropriate member of our Board.

Stephanie Wong has served as a member of our Board since April 2021. Ms. Wong served as the Chief Financial Officer at Calithera Biosciences, Inc. (“Calithera”), a publicly traded biopharmaceutical company, from January 2021, and as Secretary from January 2017, to February 2024. Ms. Wong previously served in various roles at Calithera, including as Senior Vice President, Finance from January 2018 to December 2020 and as Vice President, Finance from April 2014 to December 2016. Since December 2016, she has also served as a member of the board of directors of the Northern California Chapter of The Association of Bioscience Financial Officers, an association for financial executives working in the bioscience industry. From 2009 to 2013, Ms. Wong served in various roles at SciClone Pharmaceuticals, Inc., a publicly traded pharmaceutical company, most recently as Vice President, Finance and Controller. Ms. Wong received a B.S. in

Business Administration from the University of California, Berkeley and is a Certified Public Accountant (inactive) in the state of California. We believe that Ms. Wong’s extensive work in high-growth, publicly traded biopharmaceutical companies makes her an appropriate member of our Board.

Joseph Zakrzewski is a co-founder of our Company and has served as a member of our Board since May 2017 and as Board chair from April 2021 to June 2024. Mr. Zakrzewski currently serves as the Chairman of the board of directors of Cyteir Therapeutics, Inc., a publicly traded biotechnology company. Mr. Zakrzewski previously served as a member of the board of directors at Sangamo Therapeutics, Inc., a publicly traded biotechnology company, and Acceleron Pharma, a publicly traded biotechnology company. From December 2009 to June 2022, Mr. Zakrzewski served as a member of the board of directors of Amarin Corporation, a publicly traded biopharmaceutical company (“Amarin”). From 2014 to 2020, Mr. Zakrzewski served as a member of the board of directors of SiteOne Therapeutics, Inc., a pharmaceutical company. From December 2009 to December 2013, Mr. Zakrzewski also served as the Chairman and Chief Executive Officer of Amarin. Mr. Zakrzewski received a B.S. in Chemical Engineering from Drexel University, an M.S. in Biochemical Engineering from Drexel University, and an M.B.A. in Finance from Indiana University. We believe that Mr. Zakrzewski’s over 25 years of experience as an executive in the biotechnology and pharmaceutical industry makes him an appropriate member of our Board.

Directors Continuing in Office

Kabeer Aziz has served as a member of our Board since November 2019. In October 2018, Mr. Aziz co-founded Adjuvant Capital, a life sciences investment fund focused on global public health, and currently serves as a Partner responsible for sourcing, executing, and managing investments primarily focused on vaccines and therapeutics for infectious disease. Mr. Aziz currently serves as a member of the board of directors of several private companies, including MinervaX ApS, Pulmocide Ltd., and Frontier Nutrition, Inc. From October 2015 to September 2018, Mr. Aziz was a Senior Associate at the Global Health Investment Fund, a healthcare focused impact fund. Prior to this, Mr. Aziz was an Investment Associate at Metalmark Capital from July 2013 to September 2015 as well as an Analyst at Greenhill & Co. from June 2011 to June 2013. Mr. Aziz received a B.S. in Finance and Economics from the Stern School of Business at New York University. We believe that Mr. Aziz’s work in the infectious disease space and experience in healthcare finance make him an appropriate member of our Board.

Margaret (Maggie) FitzPatrick has served as a member of our Board since May 2022 and as lead independent director since June 2024. Ms. FitzPatrick is a recognized leader in the areas of corporate governance, board leadership, corporate affairs, marketing and business operations. She has served in leadership positions in the public, private and non-profit sectors and brings a breadth of experience in the healthcare sector. Since July 2020, Ms. FitzPatrick has been the Founder and Chief Executive Officer of FitzPatrick & Co., a business advisory services firm providing strategic advisory services. From 2016 to 2020, Ms. FitzPatrick served as Chief Corporate Affairs Officer for Exelon, a Fortune 200 clean energy provider. From 2013 to 2016, she served as Chief Communications Officer and VP of Public Affairs at Johnson & Johnson. From 2010 to 2013, Ms. FitzPatrick served as Chief Communications Officer and President of the Foundation at Cigna. Prior to that, Ms. FitzPatrick held multiple positions at APCO Worldwide, a global public affairs and strategic communications consultancy, including Executive Vice President. Ms. FitzPatrick is Chair of the board of directors at VistaGen Therapeutics, a Nasdaq listed, late-stage central nervous system-focused biopharmaceutical company. Ms. FitzPatrick holds a B.A. in English and Public Policy from Syracuse University and a M.A. in Public Policy from The George Washington University. She completed the board directorship program at the Harvard Business School and is certified as a corporate director by the National Association of Corporate Directors. We believe that Ms. FitzPatrick's extensive expertise in corporate governance and extensive c-suite experience at healthcare companies make her an appropriate member of our Board.

Gilbert Lynn Marks, M.D., has served as a member of our Board since February 2020. Since 2023, Dr. Marks has served as a Special Government Employee (“SGE”) as a voting member of the Presidential Advisory Council for Combating Antibiotic-Resistant Bacteria (“PACCARB”). From 2017 to 2021, Dr. Marks was employed by Tunnell Government Services (“TGS”), a subsidiary of Tunnell Consulting, Inc. that supports clients in medical product development, and served in various positions, including most recently as Vice President. As an employee of TGS, Dr. Marks served as a contractor supporting the Office of the Director for the Biomedical Advanced Research and Development Authority (“BARDA”), a U.S. Department of Health and Human Services office responsible for the procurement and development of medical countermeasures for chemical, biological, radiological, nuclear and pandemic threats. Subsequently, from 2023 to 2024, he served as an independent contractor for TGS and supported the Influenza and Emerging Infectious Diseases team within BARDA. From 2016 to 2021, Dr. Marks served as an SGE as a member of the Advisory Committee for the National Center for Advancing Translational Sciences (“NCATS”), an institute at the National Institutes of Health. As part of his support for NCATS, he also served as chair of the Cures Acceleration Network Review Board. From 2006 to 2018, Dr. Marks also served on the Scientific Advisory Board for the TB Alliance, a not-for-profit organization, including serving as chair. Since 2020, he has served on the Scientific Review Board for the Medicines for Malaria Venture (“MMV”), a not-for-profit organization, and has chaired

the Development Committee of MMV since 2022. Since 2009, he has served on the Scientific Advisory Committee for the Polio Antiviral Initiative. Since 2022, he has served as a consultant to Virodefense, a biotech firm focused on antivirals for poliovirus. From 2017 to 2021, Dr. Marks served as a member of the board of directors for WOAR, a not-for-profit rape crisis support center. Previously, from 1993 to 2017, Dr. Marks served in multiple roles at GlaxoSmithKline (now GSK), a publicly traded pharmaceutical company, including serving as Senior Vice President in Research & Development and as a member of the Pharmaceuticals R&D Leadership team. Dr. Marks received a B.S. in Chemistry from Auburn University and an M.D. from the University of South Alabama College of Medicine. He is Board Certified in Internal Medicine and Infectious Diseases. We believe that Dr. Marks’ over 30 years of experience in the field of infectious diseases and as a senior executive in the pharmaceutical industry makes him an appropriate member of our Board.

Patricia (Patty) Martin has served as a member of our Board since April 2021. From July 2019 through March 2023, Ms. Martin served as the President and Chief Executive Officer of BioCrossroads, a not-for-profit organization that supports and promotes the life sciences industry in the state of Indiana, and served as the Managing Partner of BC Initiative, Inc., a company that supports seed fund investing in life sciences. From June 1991 to June 2017, Ms. Martin held multiple positions at Eli Lilly and Company (“Eli Lilly”), a publicly traded pharmaceutical company, including Chief Operations Officer of Lilly Diabetes, Chief Diversity Officer and Chief Alliance Officer. Ms. Martin currently also serves as a member of the board of directors of Leap Therapeutics, Inc., a Nasdaq listed immuno-oncology company, and several private companies, including Indiana University Foundation, Indiana University - Simon Comprehensive Cancer Center, P2K Dynamics, Inc. and Regenstrief Institute. Ms. Martin received a B.S. in Accounting from the Kelley School of Business at Indiana University and an M.B.A. from Harvard Business School. We believe that Ms. Martin’s 25 years of experience as an executive at biopharmaceutical companies makes her an appropriate member of our Board.

Rob Readnour, Ph.D., has served as a member of our Board since November 2019. Since July 2018, Dr. Readnour has served as the Managing Director at Mountain Group Partners, a venture capital firm that invests in early-stage companies in the science, agricultural technology, and technology sectors. From October 1990 to June 2018, Dr. Readnour served in multiple senior management positions at Elanco Animal Health Incorporated, a publicly traded pharmaceutical company that was previously part of Eli Lilly & Co., including Senior Director of Product Development and Senior Advisor and Chief Scientific Officer at Elanco Alternative Innovation. Dr. Readnour currently serves as a member of the board of or has visitation rights to several private companies, including Advanced Animal Diagnostics, a diagnostics company developing point-of-care tests across various human and animal applications, Targan, a bio-systems company focused on animal health, Vytelle and Verility, animal health fertility companies, Velo-1, an animal health drug development company building a portfolio of high-value prescription medicines for companion animals, Skyline Vet Pharma, a veterinary pharmaceutical company, and Exubrion Therapeutics, a radiotherapeutic veterinary device company. Dr. Readnour also currently serves as the Chairman of In the Bowl Animal Health, Inc., an animal health company, and serves as Executive Chairman of Borah, an animal health discovery company. Dr. Readnour received a Ph.D. in Analytical Chemistry from University of Illinois and a B.S. in Chemistry from Southeast Missouri State University. We believe that Dr. Readnour’s more than 30 years of experience moving products from discovery through commercialization makes him an appropriate member of our Board.

Melvin Spigelman, M.D., has served as a member of our Board since February 2022. Since January 2009, Dr. Spigelman has served as President and Chief Executive Officer for the Global Alliance for TB Drug Development, a non-profit organization which seeks to accelerate the discovery and development of faster-acting and affordable drugs to fight tuberculosis. From June 2003 to June 2008, Dr. Spigelman served as a Director of Research and Development for the Global Alliance for TB Drug Development. Dr. Spigelman was also President of Hudson-Douglas Ltd, a consulting company, from June 2001 to June 2003. From 2000 to 2001, Dr. Spigelman served as a Vice President, Global Clinical Centers at Knoll Pharmaceuticals, a pharmaceutical unit of BASF Corporation, and from 1992 to 2000, Dr. Spigelman was the Vice President of Research and Development at Knoll Pharmaceuticals. Dr. Spigelman served as a director of The Medicines Company, a pharmaceutical company, from 2005 to 2018 and as director of Synergy Pharmaceuticals Inc., a pharmaceutical company, from 2005 to 2019. Dr. Spigelman received a B.A. in Engineering from Brown University and an M.D. from the Mount Sinai School of Medicine. We believe that Dr. Spigelman’s expertise in drug development and management makes him an appropriate member of our Board.

Director Independence

Our common stock is listed on The Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of our directors, other than Mr. Easom, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. Our Board has determined that Mr. Easom, by virtue of his position as our Chief Executive Officer, is not independent under applicable rules and regulations of the SEC and the Nasdaq Listing Rules.

In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them. There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our Board is currently chaired by Mr. Easom, and Ms. FitzPatrick serves as lead independent director. In its evaluation of our Board leadership structure, the Nominating and Corporate Governance Committee and the Board considered the current composition of the Board and the roles of the individual Board members, as well as Mr. Easom’s perspective as Chief Executive Officer, and determined that it was appropriate to appoint a lead independent director alongside Mr. Easom as Board chair. As lead independent director, Ms. FitzPatrick’s role includes: (i) presiding at all meetings of the Board at which the chairperson is not present, including executive sessions of the independent directors; (ii) acting as liaison between the independent directors and the Chief Executive Officer and chair; (iii) presiding over meetings of the independent directors; (iv) consulting with the chair in planning and setting schedules and agendas for Board meetings; and (v) performing such other functions as the Board may delegate.

We do not believe there should be a fixed rule regarding the separation of the Board chair and Chief Executive Officer positions, or whether the chair should be an employee of ours or should be elected from among the non-employee directors. Our needs and the individuals available to assume these roles may require different outcomes at different times, and we and our Board believe that retaining that flexibility in these decisions is in our best interests. Our Nominating and Corporate Governance Committee periodically reviews this matter and makes recommendations to the Board.

Board Committees and Meetings

Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of the audit, compensation, and nominating and corporate governance committees is a standing committee and operates pursuant to a separate written charter adopted by our Board that is available on the Investor Relations section of the Company’s website at investor.an2therapeutics.com. The inclusion of our website address in this proxy statement does not include or incorporate by reference into this proxy statement the information on or accessible through our website.

The Board met ten times during fiscal year 2024. During fiscal year 2024, each of our directors attended 75% or more of the aggregate of (a) the total number of meetings of the Board held while a director (during the period in which the director served on the Board) and (b) the total number of meetings held by all committees on which the director served (during the period in which the director served on such committees). Pursuant to our Corporate Governance Guidelines, each director

is encouraged to attend each annual meeting of stockholders. All of our directors attended the 2024 Annual Meeting of Stockholders.

Audit Committee

The audit committee consists of Ms. Wong, Mr. Aziz and Mr. Zakrzewski for the year ended December 31, 2024. Ms. Wong is the chairperson of the Audit Committee and is the audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the rules of Nasdaq.

Our Board has determined that each of Mr. Aziz, Mr. Zakrzewski and Ms. Wong is independent.

Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of the audit committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

•

helping our Board oversee our corporate accounting and financial reporting processes;

•

managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing related person transactions;

•

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•

approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

The audit committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq listing rules. A copy of the audit committee charter is available to stockholders on the investor relations portion of our website at https://investor.an2therapeutics.com/. The audit committee met four times in fiscal year 2024.

Compensation Committee

The compensation committee consists of Ms. Martin, Dr. Marks and Dr. Spigelman, each of whom meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations, for the year ended December 31, 2024. Ms. Martin is the chairperson of the compensation committee. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The compensation committee oversees our compensation policies, plans and benefits programs.

The primary purpose of our compensation committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs, and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include:

•

reviewing and approving, or recommending to the Board for approval, the compensation of our Chief Executive Officer, other executive officers, and senior management;

•

reviewing and recommending to our Board the compensation paid to our directors;

•

administering our equity incentive plans and other benefit programs;

•

reviewing, adopting, amending, and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management;

•

reviewing, evaluating, and recommending to our Board succession plans for our executive officers; and

•

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation strategy, including base salary, incentive compensation, and equity-based grants, to assure that it promotes stockholder interests and supports our strategic and tactical objectives, and that it provides for appropriate rewards and incentives for our management and employees.

The compensation committee has the right, in its sole discretion, to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. The compensation committee engaged Aon Consulting as an outside consultant, to advise on compensation-related matters.

Our compensation committee has the authority to form and delegate authority to one or more subcommittees as it deems appropriate from time to time.

The compensation committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq listing rules. A copy of the compensation committee charter is available to stockholders on the investor relations portion of our website at https://investor.an2therapeutics.com/. The compensation committee met eight times in fiscal year 2024.

Process and Procedure for Compensation Decisions

Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. Typically, our compensation committee meets on a regular schedule several times per year. In addition, the compensation committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer. Generally, our compensation committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. The compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. For all executives and directors as part of its deliberations, our compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, executive and director stock ownership information, company stock performance data, analyses of historical executive or director compensation levels and current company-wide compensation levels and recommendations of our compensation committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant. Various members of management and other employees as well as outside advisors or consultants are often invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. The Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the compensation committee regarding his compensation or individual performance objectives.

The charter of the compensation committee grants our compensation committee full access to all of our books, records, facilities, and personnel. In addition, under its charter, our compensation committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers and other external resources that our compensation committee considers necessary or appropriate in the performance of its duties, only after taking into consideration the six factors prescribed by the SEC and Nasdaq that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. In fiscal years 2024 and 2023, the compensation committee retained Aon Consulting (“Aon”), a compensation consultant, to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation and to assess how our compensation practices compared to the compensation practices of other companies, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair. As part of its engagement, Aon was requested by our Compensation Committee to develop a comparative peer group of companies and to perform analyses of competitive performance and compensation levels for that peer group. Aon then conducted a review and analysis of our executive and director compensation compared with current market practices and the peer group of companies, to be used for setting executive and director compensation levels. Aon’s review, which consisted of an analysis of our compensation practices against prevailing market practices of identified peer group companies and broader industry trends, analyzed total direct compensation (inclusive of salary, cash bonuses and equity awards) of our executive officers and was based on an assessment of market trends through analysis of available public information in addition to proprietary data provided by Aon. Following an active dialogue with Aon and management and resulting modifications, the compensation committee approved the recommendations, with adjustment as deemed appropriate by the compensation committee.

Compensation Committee Interlocks and Insider Participation

Our compensation committee consisted of Ms. Martin, Dr. Marks and Dr. Spigelman for the year ended December 31, 2024. During 2024, no member of the Compensation Committee was an officer or employee of ours, a former officer of ours or had a relationship requiring disclosure by us under Item 404 of Regulation S K. None of our executive officers served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or the Compensation Committee during 2024.

Please refer to the section of this proxy statement entitled “Certain Relationships and Related Transactions” for information concerning certain transactions involving members of the compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee consists of Dr. Readnour, Ms. FitzPatrick, Ms. Wong and Mr. Zakrzewski, each of whom meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations, for the year ended December 31, 2024. Dr. Readnour is the chairperson of the nominating and corporate governance committee. The nominating and corporate governance committee oversees and assists our Board in reviewing and recommending nominees for election as directors. Specifically, the responsibilities of the nominating and corporate governance committee include:

•

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board;

•

considering and making recommendations to our Board regarding the composition and chairmanship of the committees of our Board;

•

instituting plans or programs for the continuing education of our Board and orientation of new directors;

•

developing and making recommendations to our Board regarding corporate governance guidelines and matters; and

•

overseeing periodic evaluations of the Board’s performance, including committees of the Board and management.

Our nominating and corporate governance committee operates under a written charter that satisfies applicable rules of the SEC and Nasdaq listing rules. A copy of the nominating and corporate governance committee charter is available to stockholders on the investor relations portion of our website at https://investor.an2therapeutics.com/. The nominating and corporate governance committee met three times in fiscal year 2024.

Identifying and Evaluating Director Nominees

Our Board has delegated to the nominating and corporate governance committee the responsibility of identifying individuals qualified to become Board members and recommending to the Board nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and corporate governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management. In its evaluation of director candidates, including the members of the Board eligible for reelection, the nominating and corporate governance committee will consider the current size and composition of the Board and the needs of the Board and its committees. Some of the factors that our nominating and corporate governance committee considers include, without limitation, character, integrity, judgment, diversity in terms of backgrounds, skills and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and similar factors.

Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing Board, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

A stockholder that wants to recommend a candidate for election to the Board should direct the recommendation in writing by letter to the Company, attention of the Corporate Secretary, at 1800 El Camino Real, Suite D, Menlo Park, California 94027. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership. In addition, a stockholder must meet the deadlines and other requirements set forth in the Company’s bylaws. The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources.

Role of the Board in Risk Oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected the Board’s leadership structure. The Board’s allocation of risk oversight responsibility may change from time to time based on the evolving needs of the Company.

Compensation Risk Assessment

The compensation committee periodically reviews the Company’s general compensation strategy and reviews the risks arising from the Company’s compensation policies and practices for all employees that are reasonably likely to have a material adverse effect on the Company.

Communications with Directors

Stockholders and other interested parties may communicate with the Board by writing in care of the Corporate Secretary, AN2 Therapeutics, Inc., 1800 El Camino Real, Suite D, Menlo Park, California 94027. Communications intended for a specific director or directors, including the chairperson or the independent directors as a group, should be addressed to the attention of the relevant individual(s) in care of the Corporate Secretary at the same address. Our Corporate Secretary will review all correspondence intended for the Board and will regularly forward to the Board a summary of such correspondence and copies of correspondence that, in the opinion of the Corporate Secretary, is of significant importance to the functions of the Board or otherwise requires the Board’s attention.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at https://investor.an2therapeutics.com/ in the Governance section of our Investors webpage. We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the website address and location specified above.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, officers and employees that are designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed with our Annual Report on Form 10-K as Exhibit 19.1.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 1, 2025:


Name	Position(s)	Age
Eric Easom	President, Chief Executive Officer and Board Chair	57
Lucy Day	Chief Financial Officer	66
Sanjay Chanda, Ph.D.	Chief Development Officer	60
Joshua Eizen	Chief Legal Officer and Chief Operating Officer	47
Stephen Prior, Ph.D.	Chief Strategy Officer	67

Information regarding Mr. Easom, who also serves as a director, is set forth above under “Directors and Corporate Governance.”

Lucy Day has served as our Chief Financial Officer since November 2019 and as our principal accounting officer since September 2023. From March 2002 to August 2016, Ms. Day served in various financial and administrative roles, including as the initial Chief Financial Officer, Vice President of Finance, and Vice President, Human Resources and Finance at Anacor. Ms. Day has previous experience at Centaur Pharmaceuticals, Inc., a biopharmaceutical company, including as Chief Financial Officer, Bank of America, Sohio Petroleum Company, and Ernst and Young LLP. Ms. Day received a B.A. in Political Economies from the University of California, Berkeley and is a CPA (inactive) in California.

Sanjay Chanda, Ph.D., has served as our Chief Development Officer since November 2019. From October 2017 to November 2019, Dr. Chanda provided expert advice related to drug development through Sanjay Chanda Consulting Services. From February 2017 to November 2019, Dr. Chanda served as the Chief Development Officer at Cortene lnc., a biopharmaceutical company. Since January 2014, Dr. Chanda has also served as the Co-Founder and Development Consultant at Auration Biotech, Inc., a pharmaceutical company. From October 2016 to August 2017, he served as the Chief Development Officer of Tioma Therapeutics, Inc., an immune-oncology company. From January 2008 to October 2016, Dr. Chanda served as the Senior Vice President of Drug Development of Anacor. Dr. Chanda received a Ph.D. in Pharmacology and Toxicology from Northeast Louisiana University and an M. Pharmacy and B. Pharmacy from Birla Institute of Technology, Mesra, India.

Joshua Eizen, J.D., has served as our Chief Legal Officer and Corporate Secretary since September 2022 and our Chief Legal Officer, Chief Operating Officer and Corporate Secretary since November 2024. From May 2021 to September 2022, Mr. Eizen served as Vice President, Associate General Counsel at Jazz Pharmaceuticals. From July 2018 to May 2021, Mr. Eizen served as Vice President, U.S. General Counsel for GW Pharmaceuticals plc. From May 2015 to June 2018, Mr. Eizen served as Senior Counsel, Chief Compliance Officer at Actelion Pharmaceuticals (now Janssen Pulmonary Hypertension). From August 2008 to October 2014, Mr. Eizen served as Associate Chief Counsel at the U.S. Food and Drug Administration. Previously, Mr. Eizen was an Associate with the law firm of McKee Nelson (now Morgan Lewis). Mr. Eizen received a J.D. from Georgetown University Law Center and a B.A. and M.A. in Political Science and Government from Case Western Reserve University.

Stephen Prior, Ph.D. has served as our Chief Strategy Officer since October 2024. Dr. Prior previously served as our Senior Vice President from September 2022 to October 2024. Since June 2009, Dr. Prior has served as President of Therax, Inc., advising the U.S. government as a subject matter expert on national security issues and health threats that result from novel, emergent or man-made diseases and from January 2006 to December 2024 served as Executive Director at the National Center for Critical Incident Analysis at the National Defense University (Washington, DC). Dr. Prior received a B.Sc. Hons. in microbiology from University of Kent, U.K. and a Ph.D. in microbiology from Warwick University, U.K.

EXECUTIVE COMPENSATION

Summary Compensation Table

Our named executive officers for the fiscal year ended December 31, 2024, which consist of our principal executive officer and the next two most highly compensated executive officers, are:

•

Eric Easom, our President, Chief Executive Officer and Board chair;

•

Josh Eizen, our Chief Legal Officer and Chief Operating Officer;

•

Lucy Day, our Chief Financial Officer; and

•

Paul Eckburg, our former Chief Medical Officer.

Dr. Eckburg is included as a named executive officer because he would have been one of our two most highly compensated executive officers had he been serving as an executive officer as of the end of the fiscal year ended December 31, 2024. Dr. Eckburg departed from the Company in August 2024.

The following table sets forth information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers in the year indicated.


Name and Principal Position	Year	Salary ($)		Option Awards ($)(1)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Eric Easom	2024		603,750		508,820		297,000		249,047		7,500		1,666,117
President, Chief Executive Officer and Board Chair	2023		575,000		2,422,848		—		345,000		—		3,342,848
Josh Eizen	2024		435,375		211,342		280,020		130,613		—		1,057,350
Chief Legal Officer and Chief Operating Officer	2023		410,000		541,144		—		196,800		—		1,147,944
Lucy Day	2024		447,200		141,339		82,500		134,160		7,500		812,699
Chief Financial Officer	2023		430,000		888,058		—		206,400		—		1,524,458
Paul Eckburg, M.D.	2024		325,500		154,188		90,000		—	376,813(4)			946,501
Former Chief Medical Officer	2023		465,000		765,586		—		223,200		—		1,453,786

(1)

The amounts reported represent the aggregate grant date fair value of option and restricted stock unit awards (“RSUs”), calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Compensation — Stock Compensation (“ASC 718”), excluding the effect of any estimated forfeitures. Information about the assumptions used in the calculation of these amounts are included in “Note 2. Summary of Significant Accounting Policies — Stock-Based Compensation” and “Note 9. Equity Incentive Plan and Stock-Based Compensation” to the Company’s financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for such year.

(2)

Non-equity incentive plan compensation consists of bonus awards under the Incentive Compensation Plan (as defined below) earned for 2024 and 2023 performance, which compensation was paid in March 2025 and February 2024, respectively. Please see the description of the annual performance-based cash bonus awards paid to the named executive officers in the “Non-Equity Incentive Plan Compensation” section below.

(3)

Includes 401(k) matching contributions by the Company.

(4)

Includes 401(k) matching contributions by the Company, a lump sum severance in the amount of $366,188, which was equal to 75% of Dr. Eckburg's annual base salary, and fees for consulting services.

Narrative to Summary Compensation Table

Our compensation committee reviews compensation annually for all executive employees, including our named executive officers. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our Company. For setting our 2024 executive compensation levels, our compensation committee also engaged Aon as our compensation consultant to develop a comparative peer group of companies and to perform analyses of our executive compensation practices compared with current market practices and the peer group of companies.

Our compensation committee has historically determined our executive officers’ compensation and has typically reviewed and discussed management’s proposed compensation with our Chief Executive Officer for all executives other than our Chief Executive Officer. Based on those discussions and its discretion, our compensation committee then approved the compensation of each executive officer.

Annual Base Salaries

Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically, typically in connection with our annual review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. In making decisions regarding salary increases we reviewed the analysis conducted by Aon comparing our compensation practices to current market practices and those of our peer group of companies. The 2024 base salaries for our named executive officers are reflected in the table above, as adjusted throughout the year.

Non-Equity Incentive Plan Compensation

Each of our named executive officers was eligible to receive an annual incentive bonus based on the attainment of corporate objectives for the fiscal year ended December 31, 2024, payouts under which were approved by our Board in February 2025. Each named executive officer’s target bonus is expressed as a percentage of their respective base salaries. For fiscal year end 2024, the target bonus for each of Mr. Easom, Mr. Eizen, Ms. Day, and Dr. Eckburg was 55%, 40%, 40%, and 40% of his or her base salary, respectively. Our compensation committee has the authority, in its sole discretion and at any time, to increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. In February 2025, the Board assessed Company performance against our 2024 corporate goals and, based on such performance, awarded a cash annual incentive bonus to each of Mr. Easom, Mr. Eizen and Ms. Day equal to 75% of his or her target bonus amount for 2024. Dr. Eckburg was not eligible for a bonus for 2024 given his departure as an employee in August 2024.

The actual amount of the cash bonuses awarded to each named executive officer for 2024 performance are set forth above in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including our executive officers. Our Board or an authorized committee thereof is responsible for approving equity grants. Historically, we have generally used stock options as long-term incentive compensation for our executive officers. Stock options allow our executive officers to profit from this form of equity compensation only if our stock price increases relative to the stock option’s exercise price, which exercise price is set at the fair market value of our common stock on the date of grant. In 2024, we made our first grants of RSUs to our executive officers.

We may grant equity awards at such times as our Board or compensation committee determines appropriate. Our executive officers generally are awarded an initial grant in the form of a stock option in connection with their commencement of employment with us. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

Prior to our March 2022 initial public offering, we granted stock options pursuant to our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”). All equity incentive awards granted since our initial public offering have been granted pursuant to our 2022 Equity Incentive Plan (the “2022 Plan”).

All stock options are granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award. Our stock option awards granted to our named executive officers generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events, as described in more detail under the subsections below titled “Named Executive Officer Employment Arrangements” and “Potential Payments and Benefits upon Termination or Change in Control.” RSUs granted by the Company are subject to unique vesting schedules, and generally vest over a two to four year period.

The following table sets forth the options and RSUs granted to our NEOs in 2024:


Name	Grant Date	2024 Option Award (# shares)	2024 RSU Award (# shares)
Eric Easom	3/15/2024	198,000(1)	99,000(2)
Josh Eizen	3/15/2024	60,000(1)	30,000(2)
	7/10/2024		60,000(3)
	11/04/2024	63,000(4)	31,500(5)
Lucy Day	3/15/2024	55,000(1)	27,500(2)
Paul Eckburg, M.D.	3/15/2024	60,000(1)	30,000(2)

(1)

The options vest in 48 monthly increments commencing on the one-month anniversary of the vesting commencement date of January 1, 2024, subject to continued service to the Company through each such vesting date.

(2)

The RSUs vest in four annual increments commencing on the one-year anniversary of the vesting commencement date of January 1, 2024, subject to continued service to the Company through each such vesting date.

(3)

The RSUs vest with respect to 25% of the underlying shares vesting on January 1, 2025 and 50% of the underlying shares vesting on January 1, 2026, with the remaining 25% of the underlying shares vesting on July 1, 2026, subject to continued service to the Company through each such vesting date.

(4)

The options vest in 48 monthly increments commencing on the one-month anniversary of the vesting commencement date of November 4, 2024, subject to continued service to the Company through each such vesting date.

(5)

The RSUs vest in four annual increments commencing on the one-year anniversary of the vesting commencement date of November 4, 2024, subject to continued service to the Company through each such vesting date.

The option grants and stock awards are set forth in the “Outstanding Equity Awards as of December 31, 2024” table below.

Named Executive Officer Employment Arrangements

Eric Easom

We entered into an employment offer letter with Mr. Easom, our President, Chief Executive Officer and Board chair, on November 19, 2019, which sets forth Mr. Easom’s initial base salary, annual bonus opportunity, and eligibility to participate in the Company’s benefit plans. The employment offer letter has no specific term and provides that Mr. Easom is an at-will employee.

Josh Eizen

We entered into an employment offer letter with Joshua Eizen, our Chief Legal Officer and Chief Operating Officer, on September 22, 2022, which sets forth Mr. Eizen’s initial base salary, annual bonus opportunity, initial stock option grant, and eligibility to participate in the Company’s benefit plans. The employment offer letter has no specific term and provides that Mr. Eizen is an at-will employee.

Lucy Day

We entered into an employment offer letter with Ms. Day, our Chief Financial Officer, on November 19, 2019, which sets forth Ms. Day’s initial base salary, annual bonus opportunity, initial stock option grant, and eligibility to participate in the Company’s benefit plans. The employment offer letter has no specific term and provides that Ms. Day is an at-will employee.

Each named executive officer, other than Dr. Eckburg who departed the Company, is eligible for severance and change of control-related benefits as described below.

Paul Eckburg, M.D.

As part of the Company’s reduction in force that was approved by the Board in August 2024, Dr. Eckburg departed the Company effective as of August 30, 2024 (the “Transition Date”). Pursuant to the Company’s Severance Plan (as defined below), his departure qualified as a termination without “cause” and Dr. Eckburg became entitled to, subject to the execution and delivery of an effective release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (i) a lump sum amount equal to 75% of his annual base salary and (ii) upon his timely election of continued group health plan continuation coverage under COBRA, the COBRA premiums on behalf of Dr. Eckburg and his eligible dependents for nine months following termination. Following the Transition Date, Dr. Eckburg continues to provide services to the Company as a consultant. Under his consulting arrangement, which is for a period of up to one year following the Transition Date, Dr. Eckburg’s previously granted outstanding equity awards will continue to vest while he provides services to the Company and Dr. Eckburg is eligible for a consulting fee of $500 per hour.

Potential Payments and Benefits upon Termination or Change in Control

Severance and Change in Control Plan

Our Board has adopted a Severance and Change in Control Plan (the “Severance Plan"), in which our named executive officers, and certain other eligible employees, participate. The benefits provided in the Severance Plan replace any severance for which our named executive officers may be eligible under their existing offer letters or other employment agreements or arrangements, except to the extent such offer letters or other agreements or arrangements provide for greater benefits; provided, that, the defined terms in the Severance Plan supersede the corresponding defined terms or other similar terms in such offer letter or other agreements or arrangements.

The Severance Plan provides that upon a termination by us for any reason other than for “cause,” death or “disability” or resignation for “good reason” (each, as defined in the Severance Plan), outside of the change in control period (i.e., the period starting three months before and ending 12 months after a “change in control,” as defined in the Severance Plan), an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of our company and continued compliance with all applicable restrictive covenants, (i) a lump sum amount equal to 100% of the annual base salary in effect immediately prior to the date of termination for our Chief Executive Officer and 75% of the annual base salary in effect immediately prior to the date of termination for our other named executive officers, (ii) an additional cash lump sum equal to any earned but unpaid annual bonus for any performance years that were completed as of the date of termination, and (iii) if the named executive officer timely elects, continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, the COBRA premiums on behalf of such officer and any eligible dependents for 12 months following termination for our Chief Executive Officer and nine months following termination for our other named executive officers.

The Severance Plan also provides that, upon a termination by us other than for “cause”, death or “disability” or resignation for “good reason” within the change in control period, an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of our company and continued compliance with all applicable restrictive covenants, (i) a lump sum amount equal to 150% of the annual base salary and 150% of the target annual bonus in effect immediately prior to the date of termination for our Chief Executive Officer and 100% of the annual base salary and 100% of the target annual bonus in effect immediately prior to the date of termination for our other named executive officers, (ii) an additional cash lump sum equal to any earned but unpaid annual bonus for any performance years that were completed as of the date of termination, (iii) if the named executive officer timely elects continued group health plan continuation coverage under COBRA, the COBRA premiums on behalf of such officer and any eligible dependents for 18 months following termination for our Chief Executive Officer and 12 months following termination for our other named executive officers, and (iv) unless otherwise explicitly provided in writing after the “effective date” (as defined in the Severance Plan), all outstanding and unvested equity awards of our company that are subject to vesting held by the participant, full accelerated vesting of such awards; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to performance-based vesting will be deemed satisfied at the target level specified in the terms of the applicable award agreement.

The cash severance amounts are payable within 30 days of the applicable release of claims becoming effective and irrevocable; provided that if the release revocation period crosses two calendar years, the cash severance benefits will be paid in accordance with Section 409A of the Code.

The payments and benefits provided under the Severance Plan in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also

subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant.

2022 Plan

Under the 2022 Plan, in the event of a “corporate transaction” (as defined in the 2022 Plan), if the surviving corporation or acquiring corporation (or its parent company) does not assume, continue, or substitute the outstanding equity awards, such outstanding equity awards will vest in full on a date the Board determines prior to the effective date of such “corporate transaction,” so long as the equity award at issue is held by a 2022 Plan participant whose “continuous service” (as defined in the 2022 Plan) has not terminated prior to the effective time of the “corporate transaction.” Unless otherwise provided for in the applicable award agreement, awards subject to performance based vesting will accelerate at 100% of the target level upon the occurrence of the “corporate transaction.”

Outstanding Equity Awards as of December 31, 2024

The following table shows outstanding equity awards held by our named executive officers as of December 31, 2024.


Option Awards(1)										Stock Awards
Name	Grant Date	Vesting Commencement Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)(3)		Market Value of Shares or Units of Stock that Have Not Vested ($)(7)
Eric Easom	04/30/2021(2)	04/30/2021		229,165		20,834		6.60	04/29/2031
	05/12/2022(2)	03/25/2022		154,687		70,313		17.28	05/11/2032
	02/23/2023(2)	01/01/2023		128,248		139,402		11.99	02/22/2033
	03/15/2024(2)	01/01/2024		45,375		152,625		3.00	3/14/2034		99,000		136,620
Josh Eizen	10/14/2022(4)	9/29/2022		51,750		40,250		17.88	10/13/2032
	02/15/2023(2)	01/01/2023		24,030		26,120		14.29	02/14/2033
	03/15/2024(2)	01/01/2024		13,749		46,251		3.00	3/14/2034		30,000		41,400
	7/10/2024(5)	01/01/2024									60,000		82,800
	11/04/2024(2)	11/04/2024		1,312		61,688		1.08	11/03/2034		31,500		43,470
Lucy Day	01/23/2020(4)	05/21/2019		36,578		—		0.42	01/22/2030
	10/05/2020(2)	10/05/2020		8,837		—		0.42	09/23/2030
	12/09/2020(2)	12/01/2020		22,588		—		0.42	12/08/2030
	04/30/2021(2)	04/30/2021		67,526		6,139		6.60	04/29/2031
	05/12/2022(2)	03/25/2022		45,375		20,625		17.28	05/11/2032
	02/15/2023(2)	01/01/2023		39,435		42,865		14.29	02/14/2033
	03/15/2024(2)	01/01/2024		12,604		42,396		3.00	3/14/2034		27,500		37,950
Paul Eckburg, M.D.	10/05/2020(6)	10/05/2020		4,418		-		0.42	09/23/2030
	04/30/2021(4)	04/30/2021		109,082		9,917		6.60	04/29/2031
	05/12/2022(2)	03/25/2022		45,375		20,625		17.28	05/11/2032
	02/15/2023(2)	01/01/2023		33,996		36,954		14.29	02/14/2033
	03/15/2024(2)	01/01/2024		13,750		46,250		3.00	3/14/2034		30,000		41,400

(1)

All of the option awards granted prior to March 24, 2022 were made under the 2017 Plan and all grants made subsequent to March 24, 2022 were made under our 2022 Plan.

(2)

These options vest in respect of 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date subject to the executive’s continuous employment. The option is subject to the vesting acceleration provision described above under “—Potential Payments and Benefits upon Termination or Change in Control.”

(3)

Except as noted in footnote (5) below, these RSUs vest in respect of 25% of the underlying shares on each anniversary of the vesting commencement date subject to the executive’s continuous employment. The RSUs are subject to the vesting acceleration provision described above under “—Potential Payments and Benefits upon Termination or Change in Control.”

(4)

These options vest in respect of 25% of the underlying shares on the first anniversary of the vesting commencement date, with the remaining 75% of the underlying shares vesting on a monthly basis thereafter subject to the executive’s continuous employment. The option is subject to the vesting acceleration provision described above under “—Potential Payments and Benefits upon Termination or Change in Control.”

(5)

These RSUs vest in respect of 25% of the underlying shares on January 1, 2025 and 50% of the underlying shares on January 1, 2026, with the remaining 25% of the underlying shares vesting on July 1, 2026, subject to the executive’s continuous employment. The RSUs are subject to the vesting acceleration provision described above under “—Potential Payments and Benefits upon Termination or Change in Control.”

(6)

The option vests in respect of 1/12th of the underlying shares on each monthly anniversary of the vesting commencement date, subject to Dr. Eckburg’s continued service with us through each vesting date. As of December 31, 2024, all shares were vested.

(7)

The market value of the RSUs that have not vested is calculated by multiplying the closing trading price of our common stock on December 31, 2024 of $1.38 per share by the number of restricted stock units outstanding under the award.

Other Compensation and Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision plans, in each case on the same basis as all of our other employees. We pay the premiums for the medical, disability, and accidental death and dismemberment insurance for all of our employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers.

401(k) Plan

We maintain a 401(k) retirement savings plan for the benefit of our employees. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan. Effective January 1, 2024, we began making discretionary matching contributions to participants under our 401(k) plan. On an annual basis, we match 100% of eligible contributions up to the first 3% of eligible compensation, with the total matching contribution for any participant to not exceed $7,500. Match contributions vest immediately.

Equity Compensation Plan Information

The following table provides information as of December 31, 2024 with respect to shares of our common stock that may be issued under our existing equity compensation plans.


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders
Equity Incentive Plans(1)		5,548,786	$	8.25		718,409
2022 Employee Stock Purchase Plan(2)		—	N/A			563,731
Equity compensation plans not approved by security holders		—		—		—
Total		5,548,786	N/A			1,282,140

(1)

Consists of 5,032,275 shares of common stock underlying stock options outstanding under the 2017 Plan and 2022 Plan and the related weighted average exercise price of such stock options, 516,511 RSUs outstanding under the 2017 Plan and 2022 Plan and the number of shares remaining available for future issuance under the 2022

SEC Form DEF 14A filed by AN2 Therapeutics Inc.