Anne VanLent

About Anne VanLent

Anne VanLent (age 77) is an independent Class III director of Trevi Therapeutics (TRVI) and chair of the Audit Committee. She has served on Trevi’s board since October 2018 and is designated an “audit committee financial expert.” VanLent is President of AMV Advisors (since 2008); previously EVP/CFO of Barrier Therapeutics (2002–2008). She holds a B.A. in physics from Mount Holyoke College .

Past Roles

External Roles

Board Governance

• Board classification/term: Class III director; nominated for a three-year term ending at the 2028 Annual Meeting .
• Independence: Board determined in April 2025 that all directors except the CEO (Jennifer Good) are independent under Nasdaq rules; includes VanLent .
• Committees and roles:
  • Audit Committee: Chair; members include Colangelo, Heffernan. VanLent is the Board-designated “audit committee financial expert.” Met 4 times in 2024 .
  • Nominating & Corporate Governance Committee: Member (with Dr. Meeker). Committee met 1 time in 2024 .
  • Compensation Committee: Not a member (members are Colangelo, Heffernan, Mathers) .
• Attendance: Full Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings served .
• Audit Committee report: Recommended inclusion of EY-audited financial statements in the 2024 Form 10-K; report signed by “Anne VanLent, Chairman” .

Fixed Compensation

• Non-employee director cash retainers (policy):
  • Board member: $40,000; Board chair: $70,000
  • Audit Committee: member $10,000; chair $20,000
  • Compensation Committee: member $7,500; chair $15,000
  • Nominating & Corporate Governance Committee: member $5,000; chair $10,000
  • Fees payable quarterly; travel expenses reimbursed .

Director compensation for VanLent (year ended Dec 31):

Performance Compensation

• Equity compensation program for non-employee directors:
  • Initial option grant at board appointment: 60,000 shares in 2024; increased to 90,000 effective Feb 18, 2025 .
  • Annual option grant at each annual meeting (serving ≥6 months): 30,000 shares in 2024; increased to 45,000 effective Feb 18, 2025 .
  • Vesting: Initial grants vest 50% at earlier of 1st anniversary or next annual meeting; remaining 50% at earlier of 2nd anniversary or second annual meeting. Annual grants vest in full at earlier of 1st anniversary or next annual meeting. All director options accelerate and become exercisable in full upon a change in control .

Equity award terms summary:

Other Directorships & Interlocks

• Current other public company directorships: None disclosed for 2025; prior public boards include ObsEva SA (Audit Chair), Applied Genetic Technologies (Audit Chair), and Vaxart, Inc. .
• Director independence affirmed; no family relationships among directors or executive officers disclosed .
• No material legal proceedings involving directors disclosed .

Expertise & Qualifications

• Financial/accounting expertise; designated Audit Committee financial expert at TRVI .
• Extensive public company CFO experience (Barrier Therapeutics; The Liposome Company) and audit chair roles at multiple public biotechs .
• Education: B.A. in physics, Mount Holyoke College .

Equity Ownership

Beneficial ownership (as of April 23, 2025; 101,744,767 shares outstanding):

Outstanding director options (reference trend):

Notes: Beneficial ownership includes options exercisable within 60 days of April 23, 2025; no pledging or hedging disclosures specific to directors are provided in the cited sections .

Governance Assessment

• Strengths

  • Deep finance and audit oversight credentials; designated audit financial expert and Audit Chair; authors Audit Committee Report recommending inclusion of audited financials, signaling engaged oversight .
  • Confirmed independence under Nasdaq standards; no director/officer family relationships; solid attendance (≥75%) and regular committee activity (Audit met 4x in 2024) .
  • Prior public board experience with multiple audit chair roles supports board effectiveness in controls, disclosure, and risk oversight .

• Compensation and alignment

  • Director pay mix balanced between cash retainer and annual option grant; VanLent’s 2024 mix: $65k cash and $68k option grant FV (approx. 49% cash / 51% equity by grant-date FV) .
  • Equity award sizes for directors increased effective Feb 18, 2025 (initial 90k; annual 45k), signaling a tilt toward equity-based alignment and potential retention focus amid growth; vesting remains time-based; options fully accelerate upon change in control .

• Conflicts and related parties

  • Audit Committee is responsible for reviewing/approving related person transactions under a written policy; the proxy discloses a CEO family member employment as a related party example (not involving VanLent). This places conflict review squarely with the committee VanLent chairs, a key governance responsibility .

• RED FLAGS to monitor

  • Increase in director equity grant sizes in 2025 (from 30k to 45k annual; initial from 60k to 90k) may elevate dilution risk and should be monitored against performance and peer practices, though it can also enhance alignment; vesting remains time-based, not performance-based .
  • No person-specific pledging/hedging disclosure identified; absence of disclosure is not confirmation of none—investors may seek confirmation in corporate governance guidelines or insider policies .

References: All information above is sourced from TRVI’s 2025 and 2024 DEF 14A proxy statements and cited inline.