Vijay Chandru
About Vijay Chandru
Independent director of Lantern Pharma (LTRN) since October 2019; age 72 (as of the 2025 proxy). Academic entrepreneur with a PhD from MIT, former tenured professor at Purdue and the Indian Institute of Science, and co‑founder/executive leader of multiple life sciences ventures. Recognized as a World Economic Forum Technology Pioneer (since 2006) and elected Fellow of the American Association for the Advancement of Science in 2024. Board-determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strand Life Sciences | Co‑founder; Executive Chairman; currently Director & Chair of Science Advisory Board | Exec Chair 2000–2018; ongoing director/chair thereafter | Built leading precision medicine solutions in India (20+ labs; 800+ employees) |
| Association of Biotech Led Enterprises (ABLE) | President | 2009–2012 | Apex trade body for Indian biotech industry |
| Purdue University; Indian Institute of Science | Tenured Professor | 1980s at Purdue; subsequently at IISc | Academic career spanning ~4 decades |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| OPFORD Foundation | Non‑profit | Co‑founder | Open platform for orphan diseases |
| Yantri Labs Inc. | Private (fintech/quant) | Co‑founder; Director | Algorithmic trading technology company |
| CrisprBits Private Ltd. | Private (diagnostics/gene editing) | Acting Chief Scientific Officer | CRISPR-mediated diagnostics/gene-editing |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; Nominating & Corporate Governance Committee Chair; not on Compensation Committee.
- Independence: Board determined all non-employee directors, including Chandru, are independent under SEC/Nasdaq rules.
- Attendance/engagement: In 2024, the Board met 5 times and committees were active (Audit 6; Compensation 3; Nominating 2); all directors attended at least 75% of Board and committee meetings.
- Board structure: Combined Chair/CEO roles (Chair: Keyser; CEO: Sharma); no Lead Independent Director.
- 2025 election support: Votes for Chandru 2,202,401; withheld 44,405; broker non‑votes 5,189,274.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board retainer (cash) | $46,000 | $46,000 |
| Nominating & Governance Chair fee (cash) | $5,000 (policy) | $5,000 (policy) |
| Total cash fees paid to Chandru | $46,000 | $51,000 |
Notes:
- Committee chair cash fees: Audit Chair $10,000; Compensation Chair $5,000; Nominating Chair $5,000.
Performance Compensation
| Instrument | 2024 Grant Value (FV) | Vesting/Terms | Other Details |
|---|---|---|---|
| Stock options (annual director grant) | $32,150 (grant-date FV) | Not individually specified; company-wide options use standard terms | Black-Scholes assumptions disclosed (term ~5.5–5.8 yrs; rf ~4.14%; vol ~88.32%; zero dividend). |
Option Repricing (2025; Shareholder‑approved):
- Eligible “underwater” options (exercise price >$10.00) repriced to $5.04 (125% of 10‑day VWAP ending Board approval date: Jul 24, 2025); applies to active employees, directors, consultants. Repriced options require 12 months continued service post‑shareholder approval before lower strike applies; otherwise original higher strike applies.
- Chandru’s eligible options: 12,335 options; pre‑repricing weighted average exercise price $13.79; weighted average remaining term 5.21 years.
- Shareholder vote outcome on repricing: For 1,458,333; Against 758,870; Abstain 29,603; broker non‑votes 5,189,274.
Governance signal: Option repricing for directors is a potential red flag but mitigating features include premium strike (125% of VWAP), a 12‑month service condition, and explicit shareholder approval.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Noted |
|---|---|---|---|
| Strand Life Sciences | Private (India) | Director; Chair, Science Advisory Board | None disclosed with Lantern Pharma |
| Yantri Labs Inc. | Private | Director | None disclosed with Lantern Pharma |
| CrisprBits Private Ltd. | Private | Acting CSO | None disclosed with Lantern Pharma |
| OPFORD Foundation | Non‑profit | Co‑founder | None disclosed with Lantern Pharma |
No other current U.S. public company directorships disclosed for Chandru in the proxy.
Expertise & Qualifications
- Technical expertise: Bioengineering, computational biology, diagnostics, genomics/precision medicine; leadership in CRISPR diagnostics.
- Governance/industry: Former industry trade association president (ABLE) and Technology Pioneer of the World Economic Forum; AAAS Fellow (2024).
- Academic credentials: PhD from MIT; tenured academic roles at Purdue and IISc.
Equity Ownership
| Metric | 2024 (Record date: Apr 15, 2024) | 2025 (Record date: Jul 23, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 11,882 (all options exercisable within 60 days) | 17,181 (all options exercisable within 60 days) |
| Ownership % of outstanding | <1% | <1% |
| Unvested options excluded | 453 shares excluded | 5,154 shares excluded |
| Shares outstanding (context) | 10,758,805 | 10,784,725 |
Hedging/pledging policy: Company prohibits short‑term/speculative transactions including hedging, margin accounts, and pledged securities without prior approval—applies to directors.
Governance Assessment
- Strengths: Independent director; Chairs Nominating & Corporate Governance Committee; active Audit Committee member—positions consistent with oversight competence. All directors met ≥75% attendance; committees met regularly in 2024. Strong shareholder support in 2025 election (2.20M for vs. 44k withheld). Company prohibits hedging/pledging and has an insider trading policy. Adoption of SEC/Nasdaq‑compliant clawback policy (applies to executive officers).
- Alignment: Personal ownership is modest (<1%); holdings primarily via stock options (mix shifted upward in 2024 with option grant). Ownership guidelines for directors not disclosed.
- Potential concerns/RED FLAGS: Director option repricing is a governance sensitivity; mitigated by premium strike, one‑year service condition, and shareholder approval. No related‑party transactions disclosed involving Chandru. Board lacks a Lead Independent Director.
Overall, Chandru’s committee leadership (Nominating Chair) and independence support board effectiveness, while the 2025 option repricing warrants monitoring as a precedent for director equity adjustments; investor support for both his election and the repricing suggests current shareholder tolerance but alignment remains chiefly option‑based with modest absolute ownership.