C. Ann Merrifield
About C. Ann Merrifield
Independent director at Lyra Therapeutics since September 2019; age 73. Former President/CEO of PathoGenetix (filed Chapter 7 in July 2014), and senior leader at Genzyme (President of Genzyme Biosurgery and Genzyme Genetics; SVP Business Excellence). Education: B.A. Zoology and M.Ed., University of Maine; MBA, Tuck School of Business (Dartmouth). Tenure on Lyra’s board: 2019–present; standing independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PathoGenetix Inc. | President, CEO, Director | Nov 2012–Jul 2014 | Company voluntarily filed Chapter 7 bankruptcy July 2014 |
| Genzyme Corporation | President, Genzyme Biosurgery; President, Genzyme Genetics; SVP Business Excellence | ~1990s–2010s (18 years) | Led multiple operating units; senior leadership roles |
| Juniper Pharmaceuticals, Inc. | Director | Jul 2015–Aug 2018 | Company acquired by Catalent (exit) |
| Veritas Genetics, Inc. | Director | Dec 2016–Jan 2019 | Board service in genetics sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InVivo Therapeutics Holdings Corp. | Director | Nov 2014–Jan 2025 | Public company board (ended Jan 2025) |
| Flexion Therapeutics, Inc. | Director | Jun 2014–Nov 2021 | Acquired by Pacira BioSciences |
| MassMutual Premier, Select and MML Series Investment Funds | Trustee | Ongoing | Mutual fund complex governance |
| Huntington Theatre Company | Trustee | Ongoing | Non-profit board |
| YMCA of Greater Boston | Trustee | Ongoing | Non-profit board |
| International Institute of New England | Trustee | Ongoing | Non-profit board |
Board Governance
- Board classification and roles: Lyra board is staggered (three classes). Merrifield is a Class II director nominated for election through the 2028 meeting; current board size is six .
- Independence: Board determined Merrifield is independent under Nasdaq rules .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Member .
- Attendance: In 2024, each director (other than Edward T. Anderson and Michael Altman) attended at least 75% of board and committee meetings during their service; board met 10 times .
- Lead Independent Director: James R. Tobin .
- Key committee activity: Compensation Committee met 9 times in 2024; Nominating & Corporate Governance met 3; Audit met 5 (Merrifield is not on Audit) .
Fixed Compensation (Director)
| Metric | 2024 |
|---|---|
| Fees Earned/Paid in Cash ($) | 53,250 |
| Program: Annual Director Cash Retainer ($) | 40,000 (policy) |
| Program: Committee Chair Fees ($) | Nominating Chair: 10,000; Compensation Chair: 15,000; Audit Chair: 20,000; Lead Independent Director: 30,000 (policy) |
| Program: Committee Member Fees ($) | Audit: 10,000; Compensation: 7,500; Nominating: 5,000 (policy) |
Notes: Director fees are paid quarterly and prorated when roles change; cash fees above reflect Merrifield’s 2024 actuals. Equity awards are shown below .
Performance Compensation (Director Equity)
| Metric | 2024 |
|---|---|
| Option Awards Grant-Date Fair Value ($) | 8,169 |
| Options Outstanding at 12/31/2024 (#) | 77,788 |
| Options Exercisable or Exercisable within 60 days (#) | 47,788 |
| Implied Unexercisable/Not Yet Exercisable (#) | 30,000 (77,788−47,788) |
| Director Equity Program Terms | Initial grant: 60,000 options; Annual grant: 30,000 options; Initial grants vest in 36 equal monthly installments; annual grants vest in a single installment before next annual meeting/first anniversary; 10-year term; exercise price = fair market value on grant; accelerates on change in control (policy) |
No director-specific performance metrics (e.g., revenue/TSR hurdles) are tied to non-employee director equity awards; vesting follows time-based schedules per policy .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| InVivo Therapeutics Holdings Corp. | Public | Director (ended Jan 2025) | No Lyra transaction disclosed involving Merrifield; ceased in 2025 |
| Flexion Therapeutics, Inc. | Public (acquired) | Director | No Lyra transaction disclosed; tenure ended at acquisition |
| Juniper Pharmaceuticals, Veritas Genetics | Private/Former | Director | No Lyra transaction disclosed |
| Perceptive-related matters | Investor | N/A | Related-party transactions involve Perceptive Advisor–affiliated investors/directors (Poukalov, Altman); Merrifield not listed in these transactions |
Expertise & Qualifications
- Biotechnology and healthcare operating experience at Genzyme; executive leadership and board roles across life sciences .
- Governance leadership: Chair, Nominating & Corporate Governance Committee .
- Education: University of Maine (B.A. Zoology; M.Ed.), MBA (Tuck School of Business) .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Composition |
|---|---|---|---|
| C. Ann Merrifield | 59,116 | <1% | 11,328 common shares + 47,788 options exercisable within 60 days (beneficial ownership basis as of 3/18/2025) |
Policy signals:
- Insider Trading Policy prohibits hedging and derivative transactions that offset declines in Lyra equity; waivers under the Code of Conduct were not granted in 2024 .
- No pledging disclosures identified for directors; related-party transaction section does not list Merrifield .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance; active Compensation Committee member; ≥75% attendance; presence of insider trading prohibitions and a Nasdaq-compliant clawback policy; lead independent director structure balancing Executive Chair .
- Alignment: Modest equity ownership (<1%) with ongoing option exposure; director compensation skewed to cash in 2024 (cash $53,250 vs equity $8,169; ~87% cash, ~13% equity), suggesting moderate financial alignment but limited “skin-in-the-game” by percentage .
- Potential red flags: Prior CEO tenure at a company that filed Chapter 7 bankruptcy (PathoGenetix), which may attract investor scrutiny; however, it was voluntary and historical . No related-party transactions reported involving Merrifield, mitigating conflict risk amid investor-linked transactions elsewhere (Perceptive Advisors) .
- Committee effectiveness indicators: Compensation Committee met 9 times; Nominating & Governance met 3 times in 2024; active cadence supports engagement in pay and governance oversight during a period with going-concern disclosures and capital structure actions (reverse split proposal) -.
- Attendance and engagement: Board met 10 times; Merrifield met ≥75% threshold like most directors; all then-incumbent directors attended the 2024 annual meeting, indicating governance engagement -.
Overall, Merrifield appears independent and engaged, with governance leadership via the Nominating & Governance chair. Equity alignment is present but limited by percentage ownership; no disclosed conflicts or related-party transactions involving her. Historical bankruptcy experience is a reputational risk factor to monitor alongside Lyra’s current capital markets posture -.