Panna Sharma
About Panna Sharma
Panna Sharma, 54, is Chief Executive Officer, President, and a director of Lantern Pharma (since July/August 2018). He leads the company’s use of AI and genomics to advance precision oncology therapeutics and previously served as CEO/President and director of Cancer Genetics (2010–2018). He holds a Bachelor of Science focused on Philosophy of Science, Neural Networks and Artificial Intelligence from Boston University . Lantern highlighted a significant stock price decline over the past four years, which informed a 2025 option repricing proposal to address retention and incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cancer Genetics (Nasdaq) | President, CEO, Director | May 2010 – Feb 2018 | Led DNA-based cancer diagnostics across global medical institutions |
| TSG Partners | Founder | 2001 – N/A | Combined corporate strategy and finance to create shareholder value in life sciences |
| iXL Inc. (merged with Scient) | SVP E-Business Solutions; Chief Strategy Officer | N/A | Technology strategy leadership; preceded founding TSG Partners |
| Interactive Solutions | Partner | 1996 – 1998 | Founding/management experience; firm subsequently sold or taken public |
| Putnam Investment Management; Bank of America | Consultant | N/A | Strategic consulting for financial institutions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Continental Lithium, Inc. | Board Member | Current | External governance; exposure to materials sector |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 525,300 | 575,000 |
| Target Bonus % of Salary | Up to 50% | Up to 50% |
| Actual Cash Bonus ($) | 149,185 | 281,750 |
| Other Compensation ($) | 9,900 (401k employer contrib.) | 10,350 (401k employer contrib.) |
Compensation consultant: Anderson Pay Advisors engaged by the Compensation Committee in 2024 . Clawback policy adopted Nov 27, 2023 (effective Oct 2, 2023) for mandatory recovery of erroneously awarded incentive pay upon a restatement, regardless of misconduct .
Performance Compensation
| Award Type | Grant Date | Size | Exercise/Grant Price | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Stock Options | Aug 8, 2022 | 100,000 options | $5.60 | 36 equal monthly increments starting Sep 8, 2022; acceleration if closing price ≥ $15.00 | Price hurdle (stock ≥ $15.00) |
| Stock Options | Jul 15, 2024 | 70,000 options | $4.35 | 24 equal monthly increments starting Aug 15, 2024 | Time-based; no stated KPI linkage |
| Annual Bonus | FY 2023 | N/A | N/A | Discretionary payout vs milestones | Subject to operational/strategic milestones mutually agreed with Board |
| Annual Bonus | FY 2024 | N/A | N/A | Discretionary payout vs milestones | Subject to operational/strategic milestones mutually agreed with Board |
Option repricing approved by shareholders on Sep 19, 2025: underwater options (> $10.00 strike) reduced to $5.04 (125% of 10-day VWAP through Jul 24, 2025) contingent on continued service through 12 months post-approval; eligible options include 76,628 for Mr. Sharma (pre-repricing strike $15.00) .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Apr 15, 2024 | 556,591 | 4.92% | Consists entirely of options exercisable within 60 days; excludes 38,897 unvested options |
| Jul 23, 2025 | 636,317 | 5.57% | Consists entirely of options exercisable within 60 days; excludes 29,171 unvested options |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Aug 29, 2018 | 199,558 | — | $1.03 | Aug 28, 2028 |
| Dec 17, 2018 | 219,302 | — | $1.03 | Dec 16, 2028 |
| Jun 15, 2020 | 76,628 | — | $15.00 | Jun 14, 2030 |
| Aug 8, 2022 | 77,774 | 22,226 | $5.60 | Aug 5, 2032 |
| Jul 15, 2024 | 14,580 | 55,420 | $4.35 | Jul 14, 2034 |
Alignment policies: Hedging, short sales, publicly traded options, margin accounts, and pledging of Lantern stock are prohibited absent advance approval—mitigates misalignment (no pledging allowed) .
Employment Terms
- Employment agreement originally dated July 23, 2018; as amended, it expired Nov 15, 2024. The agreement continues to apply for ongoing employment but severance and change-in-control cash payment provisions expired Nov 15, 2024 .
- Annual bonus opportunity up to 50% of base salary, subject to mutually agreed operational and strategic milestones and Compensation Committee discretion .
- Change-in-control equity: Under the equity plan, unvested securities for named executives immediately vest upon a change in control (plan-level provision) .
- Severance (cash): Previously provided; now expired for Mr. Sharma as of Nov 15, 2024 .
- Benefits: Standard employee benefits including 401(k) employer contributions (2023: $9,900; 2024: $10,350) .
- Clawback: Executive Officer Clawback Policy adopted Nov 27, 2023 (effective Oct 2, 2023) per SEC/Nasdaq rules .
Board Governance
- Board service: Director since Aug 2018; CEO since Jul 2018 .
- Independence: Not independent due to executive status; majority of Board is independent .
- Committees (current composition): Audit—Keyser (Chair), Chandru, Maccecchini; Compensation—Maccecchini (Chair), Keyser; Nominating & Corporate Governance—Chandru (Chair), Silberstein .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024 and 2023 .
- Board leadership: Chairman is Donald J. Keyser; Lantern has no lead independent director; CEO and Chairman roles are separated .
- Director compensation (non-executive): Annual cash retainers ($46,000) plus chair fees; option grants to non-executive directors (see proxy) . Executive directors typically do not receive director fees (not separately disclosed for Mr. Sharma).
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($) | -14,422,672* | -17,862,955* | -22,199,155* |
Values retrieved from S&P Global.
- Lantern cited a multi-year share price decline, prompting an option repricing proposal to improve retention and re-align incentives .
- No revenue figures were disclosed in the proxies; EBITDA trajectory indicates increased investment intensity through FY 2024 relative to FY 2022–2023 (biotech development-phase context) [GetFinancials values shown above]*.
Compensation Structure Analysis
- Mix shift: FY 2024 saw higher cash bonus ($281,750 vs $149,185) and new option grant ($223,534 fair value) versus FY 2023 (no option grant), indicating increased at-risk/equity emphasis while base salary rose to $575,000 .
- Option design: 2022 grant includes a $15.00 price hurdle for acceleration, linking payout speed to TSR. 2024 grant is time-based; repricing adds a 12-month service condition before lower strike applies, promoting retention .
- Governance controls: Clawback policy compliant with SEC/Nasdaq; ban on hedging/pledging; equity plan allows acceleration on change in control (single-trigger equity acceleration at plan level) .
Related Party & Risk Indicators
- Related party: Bios Equity entities collectively owned ~9.98% as of July 2025; the company repurchased shares from Bios Funds in Nov 2023 (499,997.12 total purchase) .
- Actuate Therapeutics collaboration and IPO; certain Bios entities have interests in both Lantern and Actuate (disclosed) .
- Red flags/risks: Option repricing—signals retention challenges and underwater equity; single-trigger equity acceleration increases potential value transfer at change in control; absence of lead independent director is a governance gap .
Equity Ownership & Vesting Pressure Indicators
- Near-term selling pressure: Repriced options cannot be exercised at the reduced $5.04 price until 12 months after Sep 19, 2025 approval—delays near-term exercises/sales and ties realizable value to continued service .
- Pledging/Hedging: Prohibited; reduces misalignment risk .
- Beneficial ownership concentration: Mr. Sharma’s ownership is entirely through options exercisable within 60 days; no direct common shares disclosed, implying leverage to option strike dynamics and market levels .
Compensation Committee & Say-on-Pay
- Committee composition: Independent members; Chair—Maria Maccecchini. Use of independent consultant (Anderson Pay Advisors) in 2024 .
- Peer group/targets: Not disclosed in proxies for 2024/2025 .
- Say-on-pay outcomes: Not presented in available filings; no advisory vote details located .
Investment Implications
- Retention and alignment: The 2025 option repricing with a service-based gate is a targeted retention mechanism that postpones realizable value, likely reducing near-term insider selling while enhancing medium-term alignment if the stock recovers .
- Change-in-control dynamics: Single-trigger equity acceleration increases potential payout at transaction close, a consideration for M&A optionality and governance optics; severance cash provisions for Mr. Sharma have expired, moderating parachute risk .
- Ownership: 5.57% beneficial ownership driven by exercisable options provides substantial “skin-in-the-game,” but alignment depends on stock appreciation above multiple strike levels; hedging/pledging prohibitions are positive .
- Performance/pay linkage: Bonus structure references operational/strategic milestones, but KPIs are not disclosed; 2022 option acceleration tied to stock price creates TSR linkage, while 2024 grant is time-based—mixed signals regarding pay-for-performance rigor .
- Governance: No lead independent director and CEO-director dual role warrant monitoring; independent committees are in place and active .
Values retrieved from S&P Global for EBITDA.