Lantern Pharma (LTRN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 19, 2025, with shareholders able to vote and participate online from anywhere globally.

• Four main proposals are up for vote: election of six directors, approval of a one-time stock option repricing, ratification of the external auditor, and potential adjournment to solicit more proxies if needed.

• The board recommends voting in favor of all proposals.

• Proxy materials are available online, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors to serve until the next annual meeting.

• Proposal 2: Approve a one-time repricing of certain stock options with exercise prices above $10.00, reducing them to $5.04, subject to a 12-month vesting requirement.

• Proposal 3: Ratify EisnerAmper LLP as the independent registered public accounting firm for 2025.

• Proposal 4: Approve adjournment of the meeting if more proxies are needed for the above proposals.

• Shareholders owning at least 3% of shares for three years may nominate directors via proxy access.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent; the CEO is not considered independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.

• The board met five times in 2024, and all directors attended at least 75% of meetings.

• Board leadership is split between the chairman and CEO; risk oversight is shared among the board and its committees.

• Directors are indemnified to the fullest extent permitted by Delaware law.