Maria Maccecchini
About Maria L. Maccecchini
Independent director at Lantern Pharma (LTRN) since June 2022; age 74. Founder, President & CEO, and director of Annovis Bio, Inc. (NYSE-listed) with 30+ years in neuroscience; Ph.D. in biochemistry (Biocenter of Basel), post-doctoral research at Caltech and Roche Institute; lecturer at Wharton since 2016 . LTRN’s board has affirmed all non-employee directors (including Dr. Maccecchini) are independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symphony Pharmaceuticals/Annovis (sold to Transgenomic) | Founder & CEO | 1992–2001; sale in 2001 | Founded, led to exit |
| Bachem Bioscience (US subsidiary of Bachem AG) | General Manager | 1987–1991 | Senior operating role |
| Mallinckrodt | Head of Molecular Biology | Pre-1992 | Scientific leadership |
| Robin Hood Ventures | Partner & Director | 2002–2009 | Early-stage investing |
| MidAtlantic Angel Group | Partner & Director | 2005–2009 | Early-stage investing |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Annovis Bio, Inc. (NYSE-listed) | President & CEO; Director | Since May 2008 | Clinical-stage drug platform for neurodegeneration |
| Wharton Business School | Lecturer | Since 2016 | Teaching role |
Board Governance
- Independence: Board determined all non-employee directors (including Maccecchini) are independent under Nasdaq/SEC rules .
- Board structure: Chair is Donald J. Keyser; no formal policy on combining/splitting Chair/CEO and no Lead Independent Director .
- Attendance: In 2024, the Board met 5 times; all directors attended ≥75% of Board/committee meetings; four directors attended the 2024 annual meeting .
- Committee memberships (as of the proxy date): Audit Committee (member); Compensation Committee (Chair). Committees operate under written charters .
| Committee | Members (relevant excerpt) | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | D. J. Keyser; V. Chandru; M. Maccecchini | D. J. Keyser | 6 | All members independent; financial literacy met |
| Compensation | M. Maccecchini; D. J. Keyser | M. Maccecchini | 3 | Independent; retained Anderson Pay Advisors in 2024 |
- Hedging/pledging: Insider Trading Policy prohibits short sales, publicly traded options, hedging transactions, margin accounts, and pledged securities for directors/officers/designated employees unless advance approval is obtained; policy filed with Annual Report .
Fixed Compensation
- Standard director fee schedule: base cash retainer $46,000; committee chair fees: Audit Chair $10,000; Compensation Chair $5,000; Nominating & Corporate Governance Chair $5,000 (effective since IPO/Nov 1, 2021) .
- 2024 non-executive director compensation (selected):
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) (grant-date fair value) | Total ($) |
|---|---|---|---|
| Maria Maccecchini | $51,000 | $16,200 | $67,200 |
Context: Her $51,000 cash aligns with the $46,000 base retainer plus a $5,000 Compensation Committee Chair fee .
Performance Compensation
- 2024 director equity awards (valuation inputs):
| Equity Type | Grant-date Fair Value ($) | Valuation Inputs (Black-Scholes) |
|---|---|---|
| Stock options (director annual grant) | $16,200 for Maccecchini | Term 5.52–5.77 yrs; risk-free 4.14%; volatility 88.32%; dividend yield 0.0% |
- 2025 one-time option repricing (subject to shareholder approval): Proposal to reprice underwater options (granted 6/15/2020–11/4/2021 with exercise prices >$10.00) to $5.04 (125% of 10-day VWAP on 7/24/2025) with an added 12-month service requirement; applies to active employees, serving non-employee directors, and consultants . As of 7/25/2025, the stock closed at $4.24 (context for repricing rationale) .
| Director | Eligible Options Outstanding (for Repricing) | Pre-Repricing Wtd. Avg. Exercise Price | Eligibility Note |
|---|---|---|---|
| D. J. Keyser | 12,335 | $13.79 ($10.32–$15.00) | Eligible |
| D. S. Silberstein | 12,335 | $13.79 ($10.32–$15.00) | Eligible |
| V. Chandru | 12,335 | $13.79 ($10.32–$15.00) | Eligible |
| M. L. Maccecchini | — | — | Not eligible (no options in the eligible grant cohort) |
| L. T. Schalop | — | — | Not eligible |
The Board approved the repricing (subject to shareholder approval) on July 24, 2025, based on the Compensation Committee’s consideration and recommendation; rationale cited retention and alignment given deeply underwater options .
Other Directorships & Interlocks
| Company | Role | Public Listing | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Annovis Bio, Inc. | President & CEO; Director | NYSE-listed | Different therapeutic focus (neurodegeneration); LTRN proxy does not disclose conflicts with Annovis . |
Expertise & Qualifications
- Ph.D. in biochemistry (Biocenter of Basel); post-doctoral research at Caltech and Roche Institute of Immunology .
- 30+ years of neuroscience and drug development leadership; founder/operator experience with multiple biotech companies .
- Lecturer at Wharton since 2016; board experience across biotech and entrepreneurship organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Composition / Notes |
|---|---|---|---|
| Maria Maccecchini | 5,134 | <1% | Consists of options exercisable within 60 days; excludes 3,066 unvested option shares . |
| Shares Outstanding (reference) | 10,784,725 | — | As of July 23, 2025 . |
- Anti-hedging/pledging policy applies to directors; no pledging or hedging by Dr. Maccecchini is disclosed; prohibited speculative transactions require advance approval and include hedging and pledging .
- Beneficial ownership table does not indicate any pledged shares for Dr. Maccecchini .
Governance Assessment
- Committee leadership and independence: Dr. Maccecchini is an independent director and Chair of the Compensation Committee, which met three times in 2024 and engaged Anderson Pay Advisors; the committee comprises two independent directors (Maccecchini and Keyser) .
- Attendance and engagement: All directors attended at least 75% of Board/committee meetings in 2024; Board met five times .
- Board structure: No Lead Independent Director; Chair/CEO roles are separated (Chair: Keyser; CEO: Sharma), but no formal policy; Board believes current structure suitable given size .
- Equity alignment: Dr. Maccecchini’s beneficial ownership is limited (<1%), consisting solely of options exercisable within 60 days (5,134 options; 3,066 unvested excluded) .
- Option repricing (investor sensitivity): The Board proposed a one-time option repricing covering employees and non-employee directors to address retention; several directors were eligible, but Dr. Maccecchini was not (no eligible options) .
- Related-party transactions: 2023–2025 related-party section discloses transactions involving Bios Equity Entities and Actuate; no transactions involving Dr. Maccecchini were listed .
Board Governance (Detail)
| Topic | Disclosure |
|---|---|
| Independence status | Independent under Nasdaq/SEC rules |
| Years of service on LTRN board | Since June 2022 |
| Committees | Audit (member); Compensation (Chair) |
| Attendance | ≥75% of meetings in 2024 (all directors) |
| Lead Independent Director | None |
| Executive sessions frequency | Not disclosed in proxy |
Director Compensation (Structure)
| Component | Amount |
|---|---|
| Annual cash retainer (non-executive directors) | $46,000 |
| Audit Committee Chair fee | $10,000 |
| Compensation Committee Chair fee | $5,000 |
| Nominating & Corporate Governance Committee Chair fee | $5,000 |
2024 Director Compensation (Maccecchini): Cash $51,000; Option grant fair value $16,200; Total $67,200 .
Related-Party Exposure
- Policies: Audit Committee reviews related-party transactions per charter .
- Disclosed items (2023–2025): Transactions with Bios Equity Entities and Actuate; no transaction disclosed involving Dr. Maccecchini .
Risk Indicators & Red Flags
- One-time option repricing proposal (2025) includes non-employee directors; could be viewed as investor-sensitive; subject to stockholder approval; Maccecchini was not personally eligible under terms .
- No Lead Independent Director (governance structure consideration) .
- Limited personal ownership (<1%) may signal modest alignment by absolute stake, though options provide exposure .
All section details derive from LTRN’s DEF 14A dated August 8, 2025. References: .