Donald Jeff Keyser
About Donald Jeff Keyser
Independent Chairman of the Board of Lantern Pharma (LTRN), age 72, serving on the board since January 2018 and as Chairman since November 2019. Founder and current President/CEO of Renibus Therapeutics (since 2017); previously co‑founded ZS Pharma (COO/director 2008–2015; acquired by AstraZeneca for $2.7B) and led development of Mucinex at Adams Respiratory Therapeutics (VP Development & Regulatory, acquired by Reckitt Benckiser for $2.3B). Holds a Pharmacy degree and JD from Creighton University, an MPA from University of Missouri–Kansas City, and a PhD in Economics from University of Texas at Dallas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZS Pharma | Co‑Founder, COO & Director | 2008–2015 | Built/operated until $2.7B sale to AstraZeneca |
| Adams Respiratory Therapeutics | VP Development & Regulatory Affairs | 1998–2004 | Inventor of Mucinex; company sold for $2.3B to Reckitt Benckiser |
| Encysive Pharmaceuticals | Chief Compliance Officer & VP Regulatory Affairs | Prior to 1998 | Compliance/regulatory leadership |
| Medeva Americas | VP Technical & Regulatory Affairs | Prior to 1998 | Regulatory/technical oversight |
| Marion Merrell Dow | Sr. Director Regulatory Affairs | Prior to 1998 | Regulatory leadership |
| Abbott Laboratories | Regulatory Principal | Prior to 1998 | Regulatory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Renibus Therapeutics | Founder; President & CEO; Director | 2017–present (CEO since Mar 2024; COO 2017–Mar 2024) | Kidney disease therapeutics; leadership continuity |
Board Governance
- Role: Chairman of the Board; independent under Nasdaq rules (only CEO is non‑independent) .
- Committees: Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance .
- Audit Committee designation: Audit Committee Financial Expert under Item 407(d) of Regulation S‑K .
- Board structure: No lead director; CEO is separate from Chairman; risk oversight allocated across committees .
- Attendance: In 2024, all directors attended at least 75% of Board/committee meetings; Board met five times; Audit met six; Compensation met three; Nominating met two; four directors attended the 2024 annual meeting .
- Governance policies: Insider Trading Policy prohibits short sales, publicly traded options, hedging, margin accounts, and pledged securities without advance approval—aligns with investor-friendly standards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $46,000 | Standard for non‑executive directors effective Nov 1, 2021 |
| Audit Committee Chair cash fee | $10,000 | Annual, effective upon IPO |
| Total cash fees (2024) | $56,000 | Keyser’s 2024 cash compensation |
Performance Compensation
| Component | Grant Detail | Fair Value | Notes |
|---|---|---|---|
| Option awards (2024) | Director option grant | $16,200 | Valued via Black‑Scholes; term ~5.5–5.8 yrs; rfr 4.14%; vol ~88.3%; no dividend |
| Underwater option repricing eligibility (2025) | Eligible options | 12,335 options | Pre‑repricing WAE price $13.79; range $10.32–$15.00; subject to shareholder‑approved repricing |
| Repricing terms (Board‑approved 7/24/2025) | Repriced exercise price | $5.04 | 125% of 10‑day VWAP; applies only after 12‑month service from Stockholder Approval Date; otherwise original exercise price prevails |
| Stock price context | Closing price 7/25/2025 | $4.24 | Illustrative of options being underwater pre‑repricing |
RED FLAG: One‑time option repricing, including directors, can be viewed as shareholder‑unfriendly and raises alignment concerns despite retention rationale, though a 12‑month service condition and premium strike mitigate some impact .
Other Directorships & Interlocks
| Company | Board Role | Committees | Status |
|---|---|---|---|
| None disclosed (public companies) | — | — | No other public company boards disclosed for Keyser |
- Related-party exposure: No LTRN related‑party transactions disclosed involving Keyser. Noted transactions include Bios Equity Entities (9.98% holder) and Actuate Therapeutics collaboration; neither lists Keyser as a related party .
Expertise & Qualifications
- Deep regulatory, compliance, and development background across large pharma and biotech; founder/operator track record with notable exits (ZS Pharma; Adams/Mucinex) .
- Financial expertise recognized formally as Audit Committee Financial Expert; financial literacy across audit members .
- Advanced education spanning pharmacy, law, public administration, and economics—valuable for cross‑functional governance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Donald J. Keyser | 92,566 | <1% | 46,807 options exercisable within 60 days; 45,759 common shares; excludes 3,066 unvested option shares |
- Ownership policy: Prohibits hedging and pledging of company stock absent advance approval, reducing alignment risks from collateralization .
Governance Assessment
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Strengths:
- Independent Chairman with extensive regulatory and commercialization pedigree; designated audit financial expert .
- Active committee leadership; Audit oversight with formal report; use of independent comp consultant (Anderson Pay Advisors) for executive/director pay .
- Insider trading, hedging, and pledging restrictions strengthen alignment safeguards .
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Concerns/RED FLAGS:
- Board‑level option repricing proposal covering directors (including Keyser)—while retention‑oriented, repricing is typically viewed negatively by investors; requires a 12‑month service condition and premium strike but still dilutive signaling risk .
- No lead independent director and small board size may limit counterbalance to executive influence; general attendance reported only in aggregate (≥75%) without director‑specific detail .
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Net view: Keyser’s regulatory and operational expertise, plus audit leadership, supports board effectiveness in a clinical‑stage biotech. The 2025 option repricing involving directors is the primary governance overhang; investors should monitor execution discipline around equity incentives and future compensation decisions. Consider engagement on board leadership structure and continued transparency on director‑level attendance and equity practices .