Nancy L. Snyderman

About Nancy L. Snyderman

Dr. Nancy L. Snyderman, M.D., FACS is an independent director of Lyra Therapeutics and has served on the Board since October 2020; she was 72 as of December 31, 2024, and is a board‑certified otolaryngologist with academic, corporate, and media credentials spanning Johnson & Johnson, GE’s Healthymagination, Stanford, UPenn/UCSF, ABC News, and NBC News . She holds a B.A. in Microbiology (Indiana University) and an M.D. (University of Nebraska Medical Center), with residencies in Pediatrics and Otolaryngology at the University of Pittsburgh .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Snyderman is independent under Nasdaq rules; she also qualifies as independent for audit committee membership (Rule 10A‑3) and compensation committee heightened standards .
• Committee assignments (2024): Audit (member), Compensation (member), Nominating & Corporate Governance (member). Chairs: Audit—W. Bradford Smith; Compensation—James R. Tobin; Nominating & Corporate Governance—C. Ann Merrifield .
• Committee activity (2024): Audit met 5 times; Compensation met 9 times; Nominating & Corporate Governance met 3 times .
• Attendance: Board held 10 meetings in 2024; all directors (except Edward T. Anderson and Michael Altman) attended at least 75% of Board and applicable committee meetings; all incumbent directors attended the 2024 Annual Meeting .
• Audit Committee expertise: Members (Smith—Chair, Tobin, Snyderman) all meet “financial literacy”; Smith and Tobin are designated “audit committee financial experts” .
• Board structure: Classified board (three classes) and removal for cause; Executive Chair (Harlan W. Waksal, M.D.) with independent Lead Director (James R. Tobin) .

Fixed Compensation

• Program structure (non‑employee directors):
  • Annual cash retainer: $40,000; Committee/leadership fees: Lead independent/Board Chair $30,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Governance Chair $10,000; member $5,000. Fees are paid quarterly in arrears and prorated for partial service .
  • Equity: Initial option 60,000 shares (36 monthly vesting); Annual option 30,000 shares (vests in single installment by next annual meeting/first anniversary); options priced at FMV; 10‑year term; full vest on change-in-control .

Note: The program provides for proration of quarterly cash fees; her reported cash reflects actual service/committee timing per policy .

Performance Compensation

• Non‑employee director equity is time‑based, not performance‑based; annual grant of options vests in a single installment by the next annual meeting/first anniversary; initial option vests monthly over 36 months; all unvested options vest on change of control .
• 2024 Option Award (grant-date fair value) for Snyderman: $8,169 .
• Outstanding director options as of 12/31/2024: Snyderman—79,000 options; no unvested stock awards held by non‑employee directors at year‑end .

Other Directorships & Interlocks

• Related‑party monitoring: Lyra’s Audit Committee reviews/approves related‑person transactions; 2023–2025 disclosures center on Perceptive‑affiliated transactions (e.g., LianBio license; May 2023 private placement), with no Snyderman‑specific transactions identified .

Expertise & Qualifications

• Medical and scientific: Board‑certified Otolaryngologist–Head & Neck surgeon; clinical researcher; academic appointments (UPenn, UCSF) .
• Healthcare leadership: Former J&J Senior Vice President of Corporate Communications; advisory role at GE Healthymagination .
• Public company governance: Current director at Alkermes plc; past director at Axonics Inc. through Nov 2024 .
• Education: B.A. Microbiology (Indiana University); M.D. (University of Nebraska Medical Center); residencies at University of Pittsburgh .
• Communications: Emmy‑winning medical correspondent (ABC News) and Chief Medical Editor (NBC News) .

Equity Ownership

Hedging/Pledging: Company insider trading policy prohibits hedging instruments (e.g., collars, swaps, exchange funds); pledging is not referenced in the cited section .

Insider Trades and Section 16 Compliance

Governance Assessment

• Strengths

  • Independence and multi‑committee service (Audit, Compensation, Nominating & Governance) with active committee cadence in 2024, supporting board effectiveness .
  • Audit oversight credentials: financial literacy confirmed; participates alongside two audit committee financial experts (Smith and Tobin) .
  • Engagement: 2024 attendance threshold met (≥75%) and Annual Meeting attendance; consistent with investor expectations .
  • No Snyderman‑specific related‑party transactions disclosed; Section 16 compliance shows no late filings for her in 2024 .

• Alignment and incentives

  • Director pay mix emphasizes cash with supplemental time‑based options; 2024 actuals: cash $54,563; options $8,169; total $62,732 .
  • Program includes annual/initial option grants with standard 10‑year term and COC vesting; no performance‑based metrics for director equity, which is typical but provides less performance linkage .

• Contextual governance considerations

  • Classified board and removal‑for‑cause only can delay board turnover in contested situations; mitigated partly by independent Lead Director structure while Chair is an executive .

• RED FLAGS

  • None specific to Dr. Snyderman identified in filings reviewed (no disclosed related‑party transactions, no attendance concerns, no late Section 16 filings) .