Stacy Kanter
Applied TherapeuticsAbout Stacy J. Kanter
Stacy J. Kanter, 66, has served as an independent director of Applied Therapeutics (APLT) since May 2019. She practiced law for over 30 years at Skadden, Arps, Slate, Meagher & Flom LLP, serving as Partner (1993–2018), Head of Global Capital Markets (2009–2018), and Of Counsel (Jan–May 2019); she chaired Skadden’s Global Diversity and Inclusion Committee. Kanter holds a B.S. in Business (University at Albany) and a J.D. (Brooklyn Law School) and is currently a director at Oppenheimer Holdings Inc. (NYSE: OPY) since October 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Head, Global Capital Markets; Of Counsel | Partner 1993–2018; Head 2009–2018; Of Counsel Jan–May 2019 | Chaired Global Diversity & Inclusion Committee; extensive corporate finance, capital markets, governance and M&A experience |
| U.S. District Court, E.D.N.Y. | Law Clerk to Hon. Raymond J. Dearie | 1986–1987 | Federal judicial clerkship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer Holdings Inc. (NYSE: OPY) | Director | Since Oct 2023 | Not disclosed in APLT proxy; public company board service |
Board Governance
- Committee leadership and membership: Kanter chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; she is not on the Compensation Committee. The board identifies Teena Lerner as Lead Independent Director, and John H. Johnson as Board Chair .
- Independence: The board determined all Audit Committee members (including Kanter) were independent under Nasdaq rules and SEC Rule 10A‑3(b)(1) throughout 2024; all Nominating & Corporate Governance members were independent under Nasdaq rules .
- Attendance and engagement: The board met 12 times in 2024; each incumbent director attended at least 90% of board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Committee cadence: Audit Committee held 5 meetings (2024); Compensation Committee held 3; Nominating & Corporate Governance held 1 .
- Risk oversight: Audit oversees financial and cybersecurity risks; Compensation oversees compensation-related risk; Nominating oversees legal compliance and insider trading policy .
| Committee | Role | Independent Status | Meetings (2024) |
|---|---|---|---|
| Audit | Chair (Kanter) | All members independent under Nasdaq and Rule 10A‑3(b)(1) | 5 |
| Compensation | Member: Lerner, Skyler; Chair: Skyler | All members independent; non‑employee directors under Rule 16b‑3 | 3 |
| Nominating & Corporate Governance | Member (Kanter); Chair: Skyler | All members independent under Nasdaq | 1 |
Fixed Compensation
- Policy retainer levels (2024): Board $40,000; Audit Committee $10,000 member / $20,000 chair; Compensation $7,500 member / $15,000 chair; Nominating $5,000 member / $10,000 chair. Retainers paid quarterly and prorated as needed .
- Actual 2024 cash fees: Kanter received $65,000 in cash fees; actuals can reflect pro‑rations or mid‑year membership changes relative to policy .
| Position | 2024 Annual Service Retainer ($) | 2024 Chair Additional Retainer ($) |
|---|---|---|
| Board of Directors | 40,000 | — |
| Audit Committee | 10,000 | 20,000 |
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Corporate Governance | 5,000 | 10,000 |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stacy J. Kanter | 65,000 | 202,500 | 267,500 |
Performance Compensation
- 2024 director equity grants: Each non‑employee director received 45,000 RSUs on June 6, 2024; vesting 25% on Sep 6, 2024; 25% on Dec 6, 2024; 25% on Mar 6, 2025; remainder on the earlier of Jun 6, 2025 or the 2025 annual meeting, subject to continued service .
- 2025 change to director equity: On March 24, 2025, the board increased annual director equity to 200,000 shares, granted entirely as options vesting in three equal installments beginning on grant date; initial grants for newly elected directors increased to 400,000 options, vesting monthly over 36 months. Change informed by Aon peer review .
- Change‑of‑control: All director equity awards (options or RSUs) vest in full upon a change in control under the 2019 Plan .
| Metric | 2024 Grant | Vesting | 2025 Policy Update | Vesting |
|---|---|---|---|---|
| RSUs per director | 45,000 | 25% each on 9/6/24, 12/6/24, 3/6/25; remainder on earlier of 6/6/25 or 2025 annual meeting | N/A | N/A |
| Options per director (annual) | Historically options used; 2024 used RSUs | Historical monthly vest (prior structure) | 200,000 options per director | 3 equal installments starting grant date |
| Options for new directors (initial) | Historically 33,000 options | Monthly over 3 years | 400,000 options | 36 equal monthly installments |
| Change-of-control | Full vesting of director equity | Immediate upon change in control | Full vesting of director equity | Immediate upon change in control |
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlocks/Notes |
|---|---|---|---|
| Oppenheimer Holdings Inc. (NYSE: OPY) | Director | Oct 2023 | No related‑party transactions disclosed involving OPY; APLT maintains a related person transaction policy with committee review and thresholds |
Expertise & Qualifications
- Corporate finance and capital markets expert; former Head of Global Capital Markets at Skadden; extensive governance and M&A experience .
- Business and legal credentials: B.S. in Business Administration & Management (University at Albany); J.D. (Brooklyn Law School) .
- Board skill fit: Serves as Audit Committee Chair; the board designated Audit members (including Kanter) as financially literate; Lerner designated “audit committee financial expert” .
Equity Ownership
- Beneficial ownership: Kanter beneficially owned 182,940 APLT shares as of April 11, 2025; represents less than 1% of shares outstanding (141,575,526) .
- Breakdown: Includes 63,690 options immediately exercisable or exercisable within 60 days and 11,250 RSUs scheduled to vest within 60 days of April 11, 2025 .
- Outstanding director awards (12/31/2024): 63,690 fully vested, unexercised options; 22,500 unvested RSUs remaining from 2024 grant .
- Hedging/pledging: Company insider trading policy prohibits hedging, margining, or pledging of company securities by directors and employees .
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Components Included |
|---|---|---|---|
| Stacy J. Kanter | 182,940 | <1% (141,575,526 outstanding) | Includes 63,690 options exercisable within 60 days and 11,250 RSUs vesting within 60 days |
| Award Type (as of 12/31/2024) | Quantity | Status | Grant Dates |
|---|---|---|---|
| Stock Options | 63,690 | Fully vested, unexercised | 5/13/2019; 6/4/2020; 6/3/2021; 6/3/2022 |
| RSUs (from 45,000 grant) | 22,500 | Unvested balance as of 12/31/2024 | Granted 6/6/2024; quarterly tranches through 3/6/2025; final vest earlier of 6/6/2025 or 2025 annual meeting |
Governance Assessment
- Strengths: Independent director with deep capital markets and governance expertise; chairs Audit Committee; board affirms independence under Nasdaq/SEC rules; strong engagement with ≥90% attendance and active committee cadence. Insider trading policy bans hedging/pledging, supporting alignment and risk controls .
- Alignment: Director pay mixes cash retainer and equity; 2024 grant of time‑based RSUs and long‑tenured, fully vested options suggest meaningful exposure to company equity value; change‑of‑control accelerates director equity, standard in small‑cap biotech .
- Watch items: March 24, 2025 increase to annual director option grants (200,000 options) and initial grants (400,000 options) raises dilution and optics questions; however, the board cites Aon peer review to benchmark practices .
- Conflicts/related‑party: No Kanter‑specific related‑party transactions disclosed; policy requires Nominating & Corporate Governance Committee review of any related‑party transactions above thresholds .
- Board structure context: APLT maintains a classified board and other charter/bylaw provisions that may limit stockholder ability to change control or remove directors; these can affect investor perceptions of accountability and responsiveness .
- Overall: Kanter’s profile strengthens board oversight (Audit chair, capital markets background) and meets independence/attendance standards; monitor director equity grant sizing and any capital markets transactions for potential interlocks with OPY (none disclosed) .