Anthony J. Maddaluna
About Anthony J. Maddaluna
Anthony J. Maddaluna (age 72) is an independent Class II director of Indaptus Therapeutics, serving since July 2021; his current term runs to the 2026 annual meeting . He brings over 40 years of pharmaceutical manufacturing and global supply leadership, including executive roles at Pfizer, and holds a B.S. in Chemical Engineering (Northeastern University) and an M.B.A. (Southern Illinois University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | EVP & President, Pfizer Global Supply | Jan 2011 – Dec 2016 | Led global supply operations |
| Pfizer Inc. | SVP, Global Manufacturing Strategy & Supply Network Transformation | 2008 – 2011 | Network strategy and transformation leadership |
| Pfizer Inc. | VP, Global Manufacturing – Europe Area | 1998 – 2008 | Regional manufacturing leadership |
| Albany Molecular Research Inc. (AMRI) | Director (public company until buyout) | Feb 2016 – Aug 2017 | Board service until acquisition by Carlyle/GTCR |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Albany Molecular Research (private) | Board of Managers | Current | Continued governance role post take-private |
- Current public company directorships: none disclosed in the proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules (all directors except CEO Meckler and CSO Newman are independent) |
| Board Class/Term | Class II; term expires at 2026 annual meeting |
| Committees | Chair: Compensation; Member: Nominating; Member: Science & Technology |
| Committee Composition (relevant) | Compensation Committee: Maddaluna (Chair), Hayes; no compensation consultant engaged in 2024 |
| Attendance | In 2024, the Board met 4 times; each director attended at least 75% of Board and committee meetings during their service period |
| Risk/Controls Policies | Clawback policy adopted (Rule 10D‑1 compliant) ; Insider trading policy prohibits short sales and hedging/monetization transactions without pre‑approval |
| Option Plan Safeguards | 2021 Plan prohibits option/SAR repricing without shareholder approval; awards subject to clawback policy and law |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | 50,000 | Standard non-employee director retainer |
| Compensation Committee Chair Fee | 10,000 | Chair retainer |
| Nominating Committee Member Fee | 5,000 | Member retainer |
| Science & Technology Committee Member Fee | 4,000 | Member retainer |
| Total Cash Fees (2024 “Fees earned”) | 69,000 | Matches reported 2024 fees for Maddaluna |
- Director fees are paid quarterly; reasonable board-related expenses reimbursed .
Performance Compensation
| Item | Detail |
|---|---|
| 2024 Option Award Value (Grant-date fair value) | $27,500 |
| Director Equity Policy (since Mar 2023) | Initial grant: 25,000 options at appointment; Annual grant: 12,500 options to non-chair directors; Board chair: 30,000 options |
| Vesting (Director Options) | Initial options: vest quarterly over 3 years; Annual options: vest in full on first anniversary; accelerate on death, disability, or change of control |
| Clawback Applicability | All awards subject to company clawback policy and applicable law |
| Repricing Protection | No option/SAR repricing without shareholder approval |
Director Compensation (2024)
| Item | 2024 Amount (USD) |
|---|---|
| Fees earned in cash | 69,000 |
| Option awards (grant-date fair value) | 27,500 |
| Total | 96,500 |
Other Directorships & Interlocks
| Company | Role | Public/Private | Period | Notes |
|---|---|---|---|---|
| Albany Molecular Research Inc. | Director | Public (until Aug 2017) | 2016 – 2017 | Company acquired by Carlyle/GTCR |
| Albany Molecular Research (post-buyout) | Board of Managers | Private | Current | Ongoing governance role |
- No other current public company board service disclosed; no interlocks with competitors/suppliers/customers identified in the proxy .
Expertise & Qualifications
- 40+ years in pharmaceutical manufacturing and global supply operations; senior executive leadership at Pfizer across regional and global roles .
- Technical education and managerial training: B.S. Chemical Engineering (Northeastern University); M.B.A. (Southern Illinois University) .
- Committee leadership experience (Chair, Compensation Committee) and membership on Nominating and Science & Technology Committees .
Equity Ownership
| As-Of Date | Shares Owned | Options/RSUs | Notes |
|---|---|---|---|
| Dec 31, 2024 | — | 53,500 options | Options held by non-employee director as of year-end 2024 |
| Apr 17, 2025 | 670 | 52,500 options (12,500 vest within 60 days) | Beneficial ownership; <1% of shares outstanding |
| Jun 16, 2025 | 670 | 52,500 options | Total beneficial ownership 53,170; <1% |
- No pledging or related-party holdings disclosed for Maddaluna; anti-hedging policy prohibits short sales and hedging/monetization without pre-approval .
Governance Assessment
- Strengths
- Independent director with deep global supply/manufacturing expertise and prior public board service; chairs the Compensation Committee and serves on Nominating and Science & Technology, supporting board effectiveness across incentives, succession, and R&D oversight .
- Good engagement: each director attended at least 75% of 2024 Board and committee meetings; board chaired by an independent director (Pomerantz) strengthening oversight .
- Shareholder-protective mechanics: clawback policy adopted; insider trading policy restricts hedging; equity plan disallows repricing without shareholder approval .
- Watch items
- Compensation Committee did not engage an external compensation consultant in 2024 while overseeing executive and director pay, which some investors view as a governance gap in benchmarking rigor .
- Ownership alignment is modest in cash equity (670 shares) with alignment primarily via options; no director stock ownership guidelines disclosed in the proxy .
- Related-party/conflicts
- The proxy discloses no related-party transactions involving Maddaluna; the Audit Committee oversees related-person transactions, and 2024 financings involved CEO participation on market terms disclosed separately .
Overall, Maddaluna’s independence, committee leadership, and extensive operating background are positives for board effectiveness; investors may monitor Compensation Committee benchmarking practices and look for continued alignment through equity ownership and policy disclosures .