Kishor G. Bhatia
About Kishor G. Bhatia
Kishor G. Bhatia, Ph.D., is Chief Scientific Officer (CSO) of Lantern Pharma Inc. (LTRN), serving since December 2019 (scientific consultant since January 2019). He holds a B.S. in Microbiology (University of Pune) and a Ph.D. in Biochemistry (University of Mumbai), is a Fellow of the Royal College of Pathology (UK), and conducted postdoctoral research at Johns Hopkins University; he was Research Assistant Professor at Georgetown University (1985–1989) . As of the 2025 proxy he is 71 years old . Company-level performance has been loss-making with negative EBITDA and net income across FY2022–FY2024 (see table below, values from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Cancer Institute – Division of Cancer Epidemiology and Genetics | Adjunct Investigator | 2006–present | Ongoing research role; supports oncology scientific leadership |
| National Cancer Institute – Office of HIV and AIDS Malignancy | Director, AIDS Malignancy Program | 2007–2016 | Led HIV/AIDS malignancy initiatives; program management |
| National Cancer Institute – Division of Cancer Treatment and Diagnosis | Program Director; Director of HIV and Cancer | 2004–2007 | Directed HIV and cancer program; development oversight |
| Cancer Genetics, Inc. | Scientific Consultant | 12/2016–11/2019 | Provided oncology diagnostics/science advisory support |
| Reprocell | Scientific Consultant | 12/2016–present | Collaboration with Lantern; scientific consulting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Cancer Institute | Adjunct Investigator | 2006–present | External research role aligning with Lantern’s oncology focus |
| Reprocell | Scientific Consultant | 2016–present | External collaboration partner in precision oncology |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $235,000 | $316,000 |
| Target Bonus (% of Base) | Up to 40% | Up to 40% |
| Actual Bonus Paid ($) | $39,363 | $101,120 |
| Option Awards – Grant Date Fair Value ($) | $0 | $111,650 |
| Other Compensation ($) – 401(k) | $8,874 | $10,350 |
- January 6, 2025 amendment reduced Dr. Bhatia’s minimum weekly hours to 24 and proportionately adjusted his annual base salary to $189,600, extending his employment term to January 15, 2026 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Operational and strategic milestones | Not disclosed | Up to 40% of base | FY2023 $39,363; FY2024 $101,120 | Cash | N/A |
| Stock Options (Grant 7/15/2024) | Equity value creation, retention | N/A | 35,000 options @ $4.35 | Ongoing vesting | N/A | Monthly vest over 24 months starting 8/15/2024; expires 7/14/2034 |
| Stock Options (Grant 10/29/2021) | Equity value creation, retention | N/A | 17,400 options @ $10.21 | N/A | N/A | Monthly vest over 36 months from 11/29/2021; expires 10/28/2031 |
| Stock Options (Grant 6/15/2020) | Equity value creation, retention | N/A | 52,200 options @ $15.00 | N/A | N/A | Vested/exercisable; expires 6/14/2030 |
| Performance Awards (PSUs) | Revenue/EBITDA/TSR etc. | N/A | N/A | None granted to date | N/A | N/A |
- Form 4 filed July 17, 2024 reflects option grant disclosure consistent with the 7/15/2024 award .
- Option Repricing Proposal (2025): 69,600 of Dr. Bhatia’s underwater options (>$10 strike; weighted average $13.80; ~5.19 years remaining) are eligible to reprice to $5.04, subject to 12-month service from stockholder approval; exercises before the Vesting Satisfaction Date use original strike .
Equity Ownership & Alignment
| Metric | As of Apr 15, 2024 | As of Jul 23, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 67,180 (options exercisable within 60 days) | 90,012 (options exercisable within 60 days) |
| Ownership (%) | <1% | <1% |
| Vested vs. Unvested (12/31/2024) | 52,200 @ $15.00 (exercisable); 17,400 @ $10.21 (exercisable); 7,290 exercisable + 27,710 unexercisable @ $4.35 (2024 grant) | Same snapshot as of 12/31/2024 |
| Shares Pledged | Company prohibits hedging, short sales, publicly traded options, margin accounts, and pledged securities absent advance approval | |
| Ownership Guidelines | Not disclosed in proxies |
Employment Terms
- Employment agreement amendment (Jan 6, 2025): term extended to Jan 15, 2026; weekly hours set to 24; base salary adjusted to $189,600 effective first January 2025 pay period .
- Severance: If terminated without Cause, severance equals greater of (i) salary remaining for contract term or (ii) 3 months’ base salary; prorated annual bonus if earned; subject to release .
- Change-of-Control: All unvested awards immediately vest and remain exercisable for full option term under Equity Incentive Plan; plan defines CIC with standard ownership/board/assets tests and permits acceleration/cancellation mechanics by the Administrator .
- Clawback: Executive Officer Clawback Policy adopted Nov 27, 2023 (effective Oct 2, 2023) in compliance with SEC Rule 10D-1/Nasdaq 5608; mandatory recovery of erroneously awarded incentive compensation for restatements, within a three-year lookback, regardless of misconduct .
- Insider Trading/Hedging: Policy prohibits short-term/speculative transactions, short sales, public options, hedging, margin accounts, and pledged securities without compliance officer pre-approval .
Company Performance (context for pay-for-performance)
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA | -14,422,672* | -17,862,955* | -22,199,155* |
| Net Income - (IS) | -14,259,946* | -15,961,534* | -20,781,213* |
| Cash from Operations | -12,767,492* | -14,346,548* | -17,813,201* |
*Values retrieved from S&P Global.
Compensation Committee & Governance Notes
- Compensation Committee members: Maria Maccecchini (Chair) and Donald J. Keyser; independent under Nasdaq/SEC rules; CEO provides input on other executives but is not present for his own compensation deliberations .
- 2024 consultant: Anderson Pay Advisors engaged for executive/director compensation advice .
Investment Implications
- Pay-for-performance alignment: Annual bonus is capped at 40% of base and tied to operational/strategic milestones (not quantitatively disclosed), while equity compensation (2024 options at $4.35) vests over 24 months, supporting retention; no PSUs disclosed limits direct linkage to revenue/EBITDA outcomes .
- Retention risk mitigants: 2025 contract amendment extends term through Jan 2026, albeit at reduced hours and salary, indicating continued engagement; company-wide option repricing (with 12-month service requirement) aims to restore incentive value for underwater grants held by Bhatia (69,600 eligible) .
- Insider selling pressure: No sales are disclosed in proxies; recent Form 4 filings reflect option grants, not open-market dispositions. Monitoring future Form 4s remains prudent near vesting dates and after repricing vesting satisfaction .
- Governance risk flags: The single-trigger acceleration and option repricing can be viewed as shareholder-unfriendly if not balanced by performance-based equity; however, the repricing includes a premium exercise price (125% of 10-day VWAP) and a 12-month service requirement to prioritize retention over windfall .
- Overall: Bhatia’s compensation mix shifted toward equity in 2024 with meaningful option grants, while company fundamentals remain loss-making; retention-oriented repricing and clawback policy strengthen alignment/controls, but lack of disclosed quantitative performance metrics for bonuses/long-term incentives reduces transparency for pay-performance linkage .
All data points are cited to LTRN’s DEF 14A (2023–2025), Item 5.02 8-K (Jan 10, 2025), and public Form 4 references where applicable.