Maricel Montano

About Maricel Montano

Maricel Montano was appointed as a non-executive director of LAVA Therapeutics N.V. on November 13, 2025, at the Closing of the XOMA Royalty Corporation tender offer; the company disclosed she was not a beneficial owner of any LVTX shares at appointment . She serves as Chief Legal Officer of XOMA Royalty Corporation and previously spent ~15 years at Gibson, Dunn & Crutcher LLP (most recently Of Counsel), advising on M&A, royalty financings, capital markets, and governance; she holds a B.A. in Economics from UC Berkeley and a J.D. from USC . Her appointment was via a binding nomination tied to the purchase agreement with XOMA, with the board recommending her election as a non-executive director at the EGM .

Past Roles

External Roles

Board Governance

• Appointment and status: Appointed Nov 13, 2025 as non-executive director at Closing; company disclosed she was not a beneficial owner at appointment .
• Nomination mechanics: Board’s binding nomination under Dutch articles; EGM could overrule only by supermajority thresholds; board recommended a FOR vote on her appointment .
• Committees: Post-Closing committee assignments for Montano have not been disclosed; pre-transaction committees (Audit/Compensation/Nomination) and attendance data were for the prior board composition .
• Independence and interlocks: As CLO of XOMA (Buyer) and a board designee of Buyer, Montano is affiliated with the controlling transaction counterparty, creating a governance interlock and potential independence considerations for oversight of XOMA-related matters .
• Board meeting attendance (context – prior year): In 2024, Board met 4x; Audit 5x; Compensation 3x; Nomination & Corporate Governance 3x; all directors attended ≥75% of meetings during their service period (pre-Closing composition) .

Fixed Compensation

• Policy framework: LVTX’s compensation policy authorizes the Board (at Compensation Committee recommendation) to set director compensation with a mix of fixed and variable components (base salary/retainers, short- and long-term incentives, fringe benefits, severance, pension), subject to shareholder-adopted policy and limits; the Netherlands does not require recurring say‑on‑pay for board compensation unless listed on an EU regulated market .
• 2024 non-employee director compensation precedent (context; Montano was not a director in 2024):

• Notes: Option fair values per ASC 718; Black‑Scholes assumptions per 10‑K Note 12 (referenced in proxy) . Montano’s 2025 director compensation specifics have not been disclosed as of her Nov 2025 appointment .

Performance Compensation

• Director metrics: The company does not disclose performance metrics (e.g., TSR/EBITDA targets) tied to director compensation; non‑executive directors may receive equity awards, which deviates from the Dutch Corporate Governance Code but aligns with U.S. practice .
• Equity grant timing (policy context): Equity grants timing for executives described in proxy; directors historically receive option awards, not PSUs; no director performance metric table is disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and governance expertise: 15 years+ complex transactions and governance advisory; extensive biotech client exposure .
• Education: B.A. in Economics (UC Berkeley); J.D. (USC) .
• Board qualification: LVTX cites legal experience in the biotechnology industry as the basis for board qualification .

Equity Ownership

Governance Assessment

• Key strengths: Deep legal expertise in biotech transactions and governance; brings deal structuring and financing knowledge relevant to LVTX’s strategic transactions .

• Independence risks: As CLO of Buyer and a designated non‑executive director, Montano presents a material interlock with XOMA Royalty, potentially constraining independent oversight of related‑party matters, post‑offer reorganization, and CVR administration; this is a governance sensitivity for investors .

• Alignment signals: Company disclosed that Montano was not a beneficial owner at appointment, indicating low immediate “skin‑in‑the‑game” alignment; LVTX historically grants equity to non‑executives (options), which deviates from Dutch Code but aligns with U.S. practice .

• Process quality: Appointment followed Dutch binding nomination and EGM processes with supermajority thresholds to overrule nominations or dismissals absent board proposal—providing procedural structure but also entrenchment relative to DCGC recommendations .

• RED FLAGS:

  • Buyer affiliation: Buyer‑designated director who is Buyer’s CLO—heightened conflict potential in merger integration, CVR terms, and any subsequent related‑party transactions .
  • Equity to non‑executive directors: Explicit deviation from DCGC best practice; equity awards may dilute independence optics for non‑executive oversight .
  • Low ownership: Zero beneficial ownership at appointment reduces immediate alignment; monitor for future grants or purchases .

Say‑on‑Pay & Shareholder Feedback (Context)

• LVTX policy notes no recurring say‑on‑pay requirement under Dutch law unless listed on an EU regulated market; board compensation policy and changes are adopted by the general meeting; policy includes limits on non‑employee director compensation .