Luca Benatti
About Luca Benatti
Luca Benatti, Ph.D. (age 64) is an independent director of Quince Therapeutics (QNCX), serving since October 2023. He is a veteran biotech operator who co‑founded and led Newron Pharmaceuticals and has led EryDel S.p.A. since 2012; he is currently CEO at Ted Pharma. His scientific training is from the Milano Genetics Institute, and he has authored several publications and holds patents. Quince’s board has determined all non‑management directors, including Dr. Benatti, are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EryDel S.p.A. | Chief Executive Officer; Director | Since June 2012 | Led private rare disease biotech through acquisition by Quince; late‑stage clinical development experience . |
| Newron Pharmaceuticals S.p.A. | Co‑founder; Chief Executive Officer | 1998 – May 2012 | Led publicly traded biopharma; capital markets and R&D leadership . |
| Pharmacia & Upjohn (and predecessors) | R&D roles | 1985 – 1998 | Large‑cap pharma R&D foundations . |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Ted Pharma | Chief Executive Officer | Current . |
| Newron Pharmaceuticals S.p.A. | Director | Current; public company . |
| Metis Precision Medicine | Director | Current . |
| CasRevolution | Director | Current . |
| Italian Angels for Biotech | Chairman | Current . |
| Sofinnova Telethon Fund | Advisory Board Member | Current . |
| Gain Therapeutics | Chairman, Scientific Advisory Board | Current . |
| Zambon S.p.A. | Member, Development Advisory Boards | Current . |
Board Governance
- Independence and service: Quince’s board determined all non‑management directors are independent; Benatti has served since Oct 2023 and is a Class II director continuing in office until the 2027 annual meeting .
- Committee assignments and chair roles: In 2025, Audit (Senner chair; Bray; Ryan), Compensation (Lamond chair; McLoughlin; Patni), and Nominating & Corporate Governance (Lamond chair; McLoughlin; Ryan); Dr. Benatti is not listed as a member of any standing committee .
- Attendance and engagement: In 2024, the board met 4 times; Audit 4; Compensation 3; Nominating & Governance 2, and each director attended at least 75% of applicable meetings. Five of eight directors attended the 2024 annual meeting (director‑specific attendance not disclosed) .
- Board structure and leadership: Classified board with three‑year terms; Chairperson is David A. Lamond; Lead Independent Director is Una Ryan with defined responsibilities to enhance independent oversight .
Committee Memberships (current)
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | No . |
| Compensation | No | No . |
| Nominating & Corporate Governance | No | No . |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $38,000 | Fees earned or paid in cash for 2024 . |
| Committee Fees | $0 | No committee memberships listed for Benatti in 2024 . |
| Total Cash | $38,000 | Sum of above . |
| Policy Reference (effective Dec 2, 2024): Board Member Retainer | $38,000 | Outside Director Compensation Policy; Lead/Chair $52,500 . |
| Policy Reference: Committee Retainers (Member/Chair) | Audit $7,500/$15,000; Comp $5,500/$11,000; N&CG $4,000/$8,000 | Paid quarterly; directors may elect to receive cash retainers in stock options beginning 1/1/2025 . |
- 2024 cash/equity mix: Cash $38,000; Option grant fair value $22,140; total $60,140 (cash 63% / options 37%; calculated from disclosed amounts) .
Performance Compensation
| Equity Element | 2024 Grant Value | Shares/Options | Vesting | Notes |
|---|---|---|---|---|
| Stock Options (annual) | $22,140 | Not stated in table | Policy: annual options vest 100% at 1‑year anniversary of grant date (continuing directors) . | Value per FASB ASC 718; not necessarily realized . |
| Stock Options (initial appointment) | N/A (appointed Oct 2023) | Policy: 54,000 options at appointment | Policy: 1/3 annually on 1st, 2nd, 3rd anniversaries . | Policy terms; individual grant counts not separately itemized in 2024 table . |
| Outstanding Options (12/31/2024) | N/A | 81,000 | Various schedules per initial/annual grants | Proxy table of outstanding director options . |
| Change‑in‑Control | N/A | All outstanding director options | 100% vest in full immediately prior to, and contingent upon, a change in control | Single‑trigger acceleration for director options . |
- Compensation committee process/consultant: The committee retained Compensia as its independent consultant to advise on executive and director compensation and peer benchmarking; committee meets at least quarterly and evaluates advisor independence per Nasdaq rules .
Other Directorships & Interlocks
| Entity | Relationship to QNCX | Director’s Role | Potential Interlock Signal |
|---|---|---|---|
| Sofinnova Capital VII (5.4% holder) | 5%+ stockholder of QNCX | N/A | Dr. Benatti serves on Advisory Board of “Sofinnova Telethon Fund” (separate Sofinnova vehicle); note proximity to a significant holder, though no transaction or control nexus disclosed . |
| Newron Pharmaceuticals S.p.A. | Unrelated operating company | Director | Public company directorship; additional time commitments . |
- Related‑party transactions: The 2025 proxy discloses only one related‑party item involving a former director’s family member; no transactions involving Dr. Benatti were disclosed .
Expertise & Qualifications
- Founder/CEO experience in biopharma; late‑stage clinical development and business combinations (EryDel acquisition context) .
- Scientific credentials with publications and patents; genetics training at Milano Genetics Institute .
- Board and advisory breadth across therapeutics firms and investment/advisory groups, including SAB leadership and angel network chairmanship .
Equity Ownership
| Holder | Common Shares | Options Exercisable within 60 Days | Aggregate Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Luca Benatti, Ph.D. | 80,261 | 18,000 | 98,261 | * (based on 44,089,142 shares outstanding at 3/31/2025) . |
- Director options outstanding at 12/31/2024: 81,000 (total outstanding, not all immediately exercisable) .
Governance Assessment
- Independence and tenure: Independent director since Oct 2023; short but relevant industry track record supports board effectiveness during clinical and BD inflection points .
- Committee workload: Not currently seated on Audit, Compensation, or Nominating committees—reduces potential conflict exposure but also limits direct involvement in oversight committees; may be appropriate given multiple external roles .
- Attendance: Company reports each director met the 75% threshold in 2024; overall meeting cadence modest (board 4x), mitigating overboarding risk optics .
- Pay structure and alignment: Director pay skews to cash retainer plus time‑vested options; directors may elect to receive retainers in options beginning 2025. Options are time‑based (no performance metrics), which is typical for directors but provides less direct pay‑for‑performance linkage than PSUs .
- RED FLAG — Single‑trigger change‑in‑control vesting: Director options vest in full immediately prior to a change in control, which some investors view as shareholder‑unfriendly compared to double‑trigger constructs .
- Potential interlock optic: Advisory seat at Sofinnova Telethon Fund while a different Sofinnova entity (Capital VII) is a 5%+ QNCX holder; no related‑party transactions disclosed, but proximity to a significant holder warrants monitoring for perceived influence .
- Ownership “skin in the game”: Beneficial ownership of ~98k shares (incl. options within 60 days) and 81k options outstanding supports alignment, though percentage of outstanding is de minimis, as typical for small‑cap boards .
- No related‑party transactions: Proxy discloses none involving Dr. Benatti, reducing conflict‑of‑interest risk signals .
