David S. Silberstein
About David S. Silberstein
Independent director since June 2018; age 74 as of the 2025 proxy. PhD (Immunology) from Columbia; postdoctoral training at Harvard Medical School/Brigham & Women’s. Former Harvard Assistant Professor (7 years), followed by 20 years at AstraZeneca in genomics, translational science, portfolio management, and launch support for two products with aggregate sales >$30B. Currently COO/VP R&D at BioMimetix JV, LLC and a director at Biological Mimetics, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca Pharmaceuticals | Leadership roles in genomics, translational science, portfolio management; science support for two product launches | 20 years (per company bio) | Launch support for two products with aggregate sales >$30B |
| Harvard Medical School/Brigham & Women’s Hospital | Postdoctoral training; later Assistant Professor leading inflammation biochemistry research | Postdoc; then 7 years as Assistant Professor | Led research team in inflammation biochemistry |
| BioMimetix JV, LLC | Chief Operating Officer / VP R&D | Since 2013 | Operational and R&D leadership |
| National Cancer Institute (NCI) oncology trials | Principal Investigator and leadership roles | Ongoing per company bio | PI for trials including patients with multiple brain metastases |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Biological Mimetics, Inc. | Director | 2016 | Private company; also a >5% shareholder of LTRN in 2024–2025 (see Interlocks). Silberstein disclaims beneficial ownership of its LTRN shares. |
| BioMimetix JV, LLC | COO / VP R&D | 2013 | Private company |
Board Governance
- Independence: Board determined all non-employee director nominees, including Silberstein, are independent under SEC/Nasdaq rules; only CEO Panna Sharma is non-independent. A majority of directors are independent.
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Vijay Chandru). Not a member of Audit or Compensation Committees in 2024–2025.
- Attendance and engagement: In both 2023 and 2024, all directors attended at least 75% of Board and committee meetings; Board met five times each year and also acted by unanimous written consent.
- Board structure: No formal lead director policy; separate independent committees established.
- Term: Directors elected to one-year terms until the next annual meeting.
| 2025 Director Election Results (Annual Meeting 9/19/2025) | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| David S. Silberstein | 2,213,088 | 33,718 | 5,189,274 |
Fixed Compensation
| Year | Cash Retainer (Fees Earned) | Committee Chair Fee Eligibility | Notes |
|---|---|---|---|
| 2023 | $46,000 | Chairs: Audit $10,000; Comp Chair $5,000; Nominating/Gov Chair $5,000 (Silberstein not a chair) | Standard non-exec director retainer effective since Nov 1, 2021 |
| 2024 | $46,000 | Chairs: Audit $10,000; Comp Chair $5,000; Nominating/Gov Chair $5,000 (Silberstein not a chair) | Same base retainer as 2023 |
Performance Compensation
| Element | 2024 Value / Terms | Measurement/Assumptions | Vesting/Other |
|---|---|---|---|
| Stock options (annual equity) | Option award fair value: $32,150 | Black-Scholes; term 5.52–5.77 yrs; risk-free 4.14%; volatility 88.32%; dividend 0% | Grant specifics (date/vesting) not itemized for directors in proxy |
| Option Repricing (2025) | Eligible options: 12,335; pre-repricing WAE strike $13.79; WALT 5.21 yrs | Repriced exercise price: $5.04 (125% of 10-day VWAP ending on Board approval date) | Repriced strike applies only after the “Vesting Satisfaction Date” (12 months after the Stockholder Approval Date); exercises before that use original strike. Stockholders approved the repricing on 9/19/2025. |
- Compensation consultant: Anderson Pay Advisors engaged by the Compensation Committee in 2024 for executive and director compensation advice.
- Clawback: Company adopted an Executive Officer Clawback Policy effective October 2, 2023 to comply with SEC Rule 10D-1/Nasdaq 5608 (applies to executive officers).
Other Directorships & Interlocks
| Entity | Nature of Interlock | Detail |
|---|---|---|
| Biological Mimetics, Inc. | Director role and >5% holder of LTRN | Biological Mimetics held 914,125 shares (8.50%) as of 4/15/2024 and 844,125 (7.83%) as of 7/23/2025; Silberstein is a director of Biological Mimetics, but disclaims beneficial ownership of its LTRN holdings. |
- Related-party transactions: Proxies disclose no related-party transactions involving Silberstein. Audit Committee oversees and must approve any related-party transactions per policy.
Expertise & Qualifications
- Deep scientific/biopharma expertise (immunology PhD; Harvard postdoc and faculty; leadership at AstraZeneca across genomics, translational science, portfolio management; launch support for two major therapies).
- Clinical development exposure (PI roles in NCI oncology trials).
- Current operating experience (COO/VP R&D at BioMimetix).
- Governance experience (member of Nominating & Corporate Governance Committee).
Equity Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding | Composition/Notes |
|---|---|---|---|
| Apr 15, 2024 | 16,979 | <1% | Consists entirely of options exercisable within 60 days; excludes 453 unvested options. Disclaims any beneficial ownership of LTRN shares held by Biological Mimetics. |
| Jul 23, 2025 | 22,278 | <1% (out of 10,784,725 shares outstanding) | Consists entirely of options exercisable within 60 days; excludes 5,154 unvested options. Disclaims any beneficial ownership of LTRN shares held by Biological Mimetics. |
- Hedging/pledging: Company policy prohibits short-term or speculative transactions, including hedging, short sales, publicly traded options, margin accounts, and pledged securities (advance approval required for exceptions).
Governance Assessment
-
Strengths
- Independent director with extensive R&D and translational science experience; relevant to LTRN’s oncology drug development and AI-driven biomarker strategies.
- Active on the Nominating & Corporate Governance Committee; Board and committees maintained ≥75% attendance in 2023 and 2024.
- Transparent director pay structure (fixed retainer; modest committee chair fees) with use of an external compensation consultant in 2024.
-
Weaknesses / Risks
- Option repricing (approved 2025) covering director options, including Silberstein’s 12,335 eligible options, is a governance red flag (reduction of strike to $5.04 after a 12‑month vesting satisfaction period). While approved by shareholders, repricing can dilute pay-for-performance alignment and set precedent.
- Interlock risk: Silberstein serves as a director of Biological Mimetics, a 7.83% LTRN shareholder in 2025; while he disclaims beneficial ownership and no related-party transactions were disclosed, future transactions between LTRN and Biological Mimetics would warrant heightened Audit Committee scrutiny.
- Ownership alignment is modest (<1% stake via options); no disclosed director stock ownership guidelines.
-
Mitigants
- Majority-independent Board; independent committee structures; explicit related-party transaction review policy; prohibition on hedging and pledging.
Director Compensation Detail (Reference)
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 46,000 | — | 46,000 |
| 2024 | 46,000 | 32,150 | 78,150 |
Option valuation assumptions for 2024 awards: term 5.52–5.77 yrs; risk-free 4.14%; volatility 88.32%; dividend yield 0%.
Employment & Contract Terms (Director)
- One-year term; directors serve until the next annual meeting and until a successor is duly elected and qualified (or earlier departure).
RED FLAGS
- One-time option repricing in 2025 included director options, lowering strike to $5.04 post “Vesting Satisfaction Date.” Even with shareholder approval, this is a shareholder-unfriendly action that can weaken incentive alignment if used frequently.
- Potential interlock with Biological Mimetics (7.83% holder), where Silberstein is a director—no RPTs disclosed, but monitor for any transactions.