Jeanne Thoma
ANI PHARMACEUTICALSAbout Jeanne Thoma
Jeanne A. Thoma, 65, has served as an independent director of ANI Pharmaceuticals since August 2020. She holds a B.S. from Montclair State University and an MBA from Fairleigh Dickinson University, and brings senior operating experience in pharma ingredients, microbial control, and specialty chemicals, including service as President & CEO of SPI Pharma (2017–2020) and senior leadership roles at Lonza and BASF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPI Pharma Inc. | President & CEO | Jan 2017 – Oct 2020 | Led global pharma ingredients/drug delivery systems |
| Independent consultant | Consultant to tech/specialty chemicals | Jan 2015 – Dec 2016 | Strategic advisory engagements |
| Lonza AG | President & COO, Microbial Control Business Sector; prior leadership roles | Not disclosed (joined 2004 noted) | Led microbial control operations |
| BASF Corp. (Pharma Solutions) | Sales, Marketing, Operations leadership | 14 years (dates not disclosed) | Commercial and operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nanoform Finland Oyj | Director | Joined Nov 2021; current | Producer of nanoformed drug particles |
| Avid Bioservices, Inc. | Director | Dec 2020 – Feb 2025 (taken private) | CDMO; board service ended upon privatization |
| Vectura Group plc | Director | Dec 2020 – Oct 2021 (sale completed) | Board service ended at sale closing |
| Pharmathen Global B.V. | Director | Jan 2022 – Mar 2024 (strategy change) | Board service ended with strategy change |
Board Governance
- Committee assignments: Audit & Finance Committee member and Compensation Committee member; not a chair. Audit Chair is Thomas Haughey; Compensation Chair is Antonio Pera .
- Qualifications: Audit committee “financial sophistication” under Nasdaq listing rules (alongside Haughey); audit committee financial expert is Haughey .
- Independence: The Board determined Thoma is independent under SEC/Nasdaq rules; six of eight directors are independent .
- Attendance: Board met 15 times in 2024; none of the current directors who served in 2024 attended fewer than 75% of Board and applicable committee meetings; committees met Audit (5), Compensation (7), Nominating (4) times .
- Board leadership: Chair is Patrick Walsh; no Lead Independent Director currently .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $59,250 | Non-employee director standard |
| Committee membership fees | $12,500 (Audit), $10,000 (Compensation) | Member fees; no chair fees |
| Meeting fees | $0 | No meeting-based fees |
| Equity grant (restricted stock) | 4,410 shares; grant-date fair value $272,141; vests on first anniversary | Annual grant upon re-election |
| 2024 Cash earned | $81,750 | Sum of retainer + committee fees |
| 2024 Total compensation | $353,891 (Cash $81,750; Stock $272,141; Options $0) | As disclosed |
Program features:
- Annual director restricted stock grant target $290,000 grant-date value; May 2024 grants were 4,410 restricted shares to incumbents, vesting at 1 year .
- New directors receive $435,000 in restricted stock vesting in three equal annual installments .
Performance Compensation
- No performance-based director pay disclosed (director equity is time-based restricted stock; no PSUs or option grants to directors in 2024) .
Other Directorships & Interlocks
| Company | Relationship to ANIP | Interlock/Notes |
|---|---|---|
| Nanoform Finland Oyj | External board | No ANIP-related transaction disclosed |
| Avid Bioservices, Inc. | External board (Dec 2020–Feb 2025) | Chairman Patrick Walsh has prior board experience at Avid (historical), indicating network overlap but no related-party transactions disclosed . |
| Vectura Group plc | External board (Dec 2020–Oct 2021) | No ANIP-related exposure disclosed |
| Pharmathen Global B.V. | External board (Jan 2022–Mar 2024) | No ANIP-related exposure disclosed |
Expertise & Qualifications
- Senior operator with P&L responsibility in pharma ingredients (SPI Pharma) and microbial control (Lonza), plus 14 years at BASF Pharma Solutions .
- Audit committee “financial sophistication” designation; brings financial oversight capability to Audit & Finance .
- Global commercial, operations, and supply chain experience across pharma sectors .
Equity Ownership
| Ownership item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 56,633 shares; <1% of common stock outstanding | Includes derivatives as noted |
| Options (exercisable ≤60 days) | 16,024 shares | From prior awards |
| Unvested restricted stock | 4,410 shares (Dec 31, 2024) | May 2024 grant, 1-year vest |
| Stock ownership guideline | 4× annual cash retainer; all directors met requirements | Applies within 5 years |
| Pledging/Hedging | Pledging prohibited; insider trading policy prohibits derivative and short-sale hedging; no pledges disclosed for directors |
Governance Assessment
- Board effectiveness: Thoma’s dual committee service (Audit & Finance; Compensation) and “financial sophistication” strengthen oversight of controls and pay practices; independence affirmed by the Board .
- Attendance/engagement: Board and committee cadence was high in 2024 (15 Board meetings), with all directors meeting at least 75% attendance thresholds—a constructive signal for engagement .
- Director pay/ownership alignment: Balanced mix of cash retainer plus time-based restricted stock; annual grants vest over one year; directors subject to 4× retainer ownership guidelines, with full compliance—aligned incentives without short-term meeting fees .
- Conflicts/related-party exposure: No Item 404 related-party transactions or compensation committee interlocks involving Thoma; compensation committee members (including Thoma) were independent and used an independent consultant (Pearl Meyer) .
- Risk indicators: Company prohibits pledging and restricts hedging via the insider trading policy; no director-level pledging disclosures; absence of option repricing and no dividends on unvested awards under the stock plan—shareholder-friendly features .
- Watch items: No Lead Independent Director; board relies on an independent Chair (Walsh). Continued monitoring of multi-board commitments is prudent, though Thoma’s current disclosed external board load appears modest .
RED FLAGS: None disclosed specific to Thoma (no related-party transactions, no attendance shortfalls, no pledging). Governance practices and independence designations mitigate conflict risk .