Teena Lerner
Applied TherapeuticsAbout Teena Lerner
Teena Lerner, Ph.D., age 67, has served on Applied Therapeutics’ board since March 2017 and is the current Lead Independent Director. She holds a B.S. from CUNY–Brooklyn College, an MBA from NYU Stern, a Ph.D. in Molecular Biology/Retrovirology from The Rockefeller University, and is a CFA charterholder. Background includes founding Rx Capital Management LP (CEO, 2002–2006), prior portfolio management at Pequot Capital, and Managing Director, Equity Research at Lehman Brothers; she has served on The Rockefeller University’s Technology Transfer Advisory Committee since 2000 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Rx Capital Management LP | Founder & CEO | 2002–2006 | Healthcare investment leadership |
| Pequot Capital Management | Portfolio Manager | Prior to 2002 (not specified) | Buy-side experience |
| Lehman Brothers Holdings Inc. | Managing Director, Equity Research | Prior to 2002 (not specified) | Sell-side and capital markets expertise |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| The Rockefeller University | Technology Transfer Advisory Committee member | Since 2000 | Academic commercialization and tech transfer advisory |
Board Governance
- Independence: Board determined Dr. Lerner is independent under SEC and Nasdaq rules; only Johnson and Funtleyder are non-independent .
- Lead Independent Director: Duties include presiding at meetings without the chair, chairing executive sessions of independent directors, liaison with CEO/chair, and consulting on agendas/schedules .
- Committee Memberships and Expertise: Member of Audit, Compensation, and Nominating & Corporate Governance committees; designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Attendance/Engagement: Board met 12 times in 2024; each incumbent director attended at least 90% of board and committee meetings and all directors attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Member; Financial Expert | 5 | Stacy J. Kanter |
| Compensation | Member | 3 | Jay S. Skyler |
| Nominating & Corporate Governance | Member | 1 | Jay S. Skyler |
Fixed Compensation
- Director Retainers (2024 policy): Board $40,000; Audit Committee $10,000 (Chair +$20,000); Compensation Committee $7,500 (Chair +$15,000); Nominating & Corporate Governance $5,000 (Chair +$10,000) .
- Cash Paid to Dr. Lerner (2024): $62,500 .
| Component | 2024 Amount |
|---|---|
| Board retainer (cash) | $40,000 |
| Audit Committee member fee | $10,000 |
| Compensation Committee member fee | $7,500 |
| Nominating & Corporate Governance member fee | $5,000 |
| Total cash fees received (actual) | $62,500 |
Performance Compensation
- 2024 Equity Grant: 45,000 RSUs granted June 6, 2024 to each non‑employee director; vesting 25% on Sep 6, 2024, 25% on Dec 6, 2024, 25% on Mar 6, 2025, remainder on earlier of Jun 6, 2025 or the 2025 annual meeting; grant date fair value $202,500 to Dr. Lerner .
- CIC Acceleration: All director equity awards vest fully upon change in control per the 2019 Plan .
- 2025 Policy Change: Annual director equity increased to 200,000 options (three equal installments), initial new director grant increased to 400,000 options (36 monthly installments); adopted after peer review by Aon .
| Equity Award | Grant Date | Quantity | Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual) | Jun 6, 2024 | 45,000 | $202,500 | 25% on 9/6/24; 25% on 12/6/24; 25% on 3/6/25; balance on earlier of 6/6/25 or 2025 annual meeting |
| Options (annual, policy update) | Mar 24, 2025 (policy change) | 200,000 (per year) | — | Vests in three equal installments from grant date (policy) |
| Options (initial for new directors, policy update) | Mar 24, 2025 (policy change) | 400,000 | — | Vests in 36 equal monthly installments (policy) |
| CIC treatment | — | — | — | All director equity vests fully upon change in control |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; awards are time‑based with CIC acceleration .
Other Directorships & Interlocks
- No current public company directorships for Dr. Lerner disclosed in the proxy beyond APLT .
- External academic advisory role noted above; no interlocks with competitors/suppliers/customers disclosed –.
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; able to read and understand fundamental financial statements .
- Capital markets and healthcare investing experience from Lehman Brothers, Pequot, Rx Capital; molecular biology Ph.D. aligns with biotech oversight .
Equity Ownership
| Metric | Dec 31, 2024 | Apr 11, 2025 |
|---|---|---|
| Options outstanding (vested, unexercised) | 87,631 | — |
| RSUs outstanding | 22,500 | — |
| RSUs vesting within 60 days | — | 11,250 (included in beneficial ownership) |
| Total beneficial ownership (shares) | — | 204,303 |
| Ownership as % of shares outstanding | — | <1% (asterisk denotes less than 1%) |
| Components included in beneficial ownership | — | Includes 87,631 options exercisable within 60 days and 11,250 RSUs vesting within 60 days |
- Anti‑hedging/pledging: Insider trading policy prohibits hedging transactions and pledging or holding in margin accounts for directors and employees .
- Section 16 compliance: Company believes all Section 16(a) filings were timely in 2024 .
Governance Assessment
Strengths
- Lead Independent Director role enhances oversight and independent board processes; chairs executive sessions and liaises with management .
- Broad committee participation (Audit/Comp/Nominating) and “financial expert” credential strengthen financial reporting and risk oversight .
- High attendance and engagement (≥90% of meetings; attended annual meeting) support board effectiveness .
- Anti‑hedging/pledging policy and clear related‑party transaction policy reduce alignment and conflict risks .
Risks / Watch Items
- Change‑in‑control full vesting for director equity may be perceived as entrenchment risk and misaligned incentives in takeover scenarios .
- Board increased annual director equity to 200,000 options in 2025 (from prior RSUs), potentially elevating option‑linked pay; monitor for pay inflation and rationale continuation beyond peer benchmarks .
- Broader company risk context (Nasdaq bid price deficiency and reverse split proposal) heightens sensitivity to governance signals; continued robust independent oversight from LID/committees will be critical –.
Potential Conflicts / Related Party
- No related‑party transactions involving Dr. Lerner disclosed; indemnification agreements are standard .
- Independence affirmed; no disclosed public company interlocks that pose competitive conflicts .
Overall, Dr. Lerner’s independent leadership and financial expertise bolster governance quality, while the 2025 shift to larger option grants and CIC acceleration warrant ongoing shareholder monitoring for alignment and pay practices .