Michael Grissinger
About Michael Grissinger
Independent director since May 2022; age 71 as of the 2025 proxy. Former Johnson & Johnson executive with a 22‑year tenure culminating as VP & Head, Worldwide Pharmaceutical Licensing and VP & Head, Worldwide Pharmaceutical Corporate Development & M&A; brings deep transaction, licensing, and finance expertise. Current APRE board roles include Audit Committee member and Financial Expert; Chair of the Nominating & Corporate Governance Committee. Prior outside board roles span public and private life sciences companies including prior service at Akari Therapeutics (public), Envisagenics, AnaCardio AB (Chair), NephroDI (Chair), Kira Biotech Pty Ltd, and Atriva Therapeutics PLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | VP & Head, Worldwide Pharmaceutical Licensing; VP & Head, Worldwide Pharma Corporate Development & M&A | Retired Jan 2018 after 22 years | Led global licensing and M&A; strategic transaction leadership |
| Atrin Pharmaceuticals, Inc. | Director (prior to APRE acquisition) | Pre-2022 | Board service prior to merger; APRE appointed Grissinger at Atrin close |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Akari Therapeutics, Plc | Director (prior) | Public | Listed as current in 2024 proxy; not listed as public directorship in 2025 proxy |
| Envisagenics, Inc. | Director | Private | AI-driven biotech focused on RNA splicing |
| AnaCardio AB | Chair of Board | Private | Cardiovascular biotech; chair role signals governance leadership |
| NephroDI | Chair of Board | Private | Rare disease focus; chair role |
| Kira Biotech Pty Ltd | Director | Private | Immunomodulatory compounds |
| Atriva Therapeutics PLC | Director | Private | Host-cell-targeting antivirals |
Board Governance
- Independence: Board determined Grissinger is independent under Nasdaq rules; also meets enhanced committee independence standards for Audit and Nominating & Corporate Governance Committees .
- Committee assignments: Audit Committee member and designated Audit Committee Financial Expert; Nominating & Corporate Governance Committee Chair. Research & Development Committee membership not indicated for Grissinger in 2024/2025 proxies .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 Annual Meeting .
- Special Committee: Served on a Board “Special Committee” formed under the CVR Agreement tied to the 2022 Atrin merger; mandate ran through the second anniversary of the merger; members included Henneman and Grissinger .
- Executive sessions: Independent directors generally meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $40,000 | $40,000 |
| Lead Independent Director Retainer ($) | $20,000 (if applicable) | $20,000 (if applicable) |
| Committee Chair Retainers ($) | Audit $7,500; Compensation $5,000; NCGC $4,000; R&D $4,000 | Audit $7,500; Compensation $5,000; NCGC $4,000; R&D $4,000 |
| Committee Member Retainers ($) | Audit $7,500; Compensation $6,000; NCGC $4,000; R&D $4,000 | Audit $7,500; Compensation $6,000; NCGC $4,000; R&D $4,000 |
| Michael Grissinger – Director Cash & Equity ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $55,500 | $55,500 |
| Option Awards (Grant-Date Fair Value) | $5,400 | $12,178 |
| Stock Awards (RSUs, Grant-Date Fair Value) | $1,825 | $4,253 |
| Total | $62,725 | $71,931 |
Notes:
- Non-employee directors are reimbursed for Board/Committee-related expenses .
Performance Compensation
| Compensation Structure Metrics | Detail |
|---|---|
| Annual Equity Retainer Target | Up to $150,000 in aggregate value, 80% stock options and 20% RSUs; each vests on first anniversary of grant; granted immediately following the annual meeting . |
| 2024 Calibration | Due to trading price and share usage constraints, the 2024 annual equity retainer was not awarded at full target; approximate value was $16,431 . |
| Initial Equity Grant | Up to $185,000 targeted value in stock options, vesting in three equal annual installments, subject to continued service . |
| Vesting & Valuation | RSU grant-date fair values based on closing stock price at grant; option fair values per ASC 718 assumptions disclosed in 10‑K notes . |
| Director Performance Metrics | No TSR/revenue/ESG performance metrics tied to director pay disclosed; equity awards are time-based vesting . |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; during 2024, no APRE executive served on compensation committees or boards of companies employing APRE’s compensation committee members .
- Related-Party Transactions: 2025 proxy reports no transactions since 1/1/2024 involving directors above $120,000 thresholds; Audit Committee reviews/approves related-person transactions per policy. 2024 proxy disclosed a TellBio Inc. equipment purchase (Richard Peters is Executive Chairman) approved by Audit Committee; Grissinger not implicated .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; meets Nasdaq financial sophistication and literacy standards .
- Senior management experience in licensing/M&A at Johnson & Johnson; board service across life sciences; finance, business transactions, and M&A expertise underpin qualification to serve .
Equity Ownership
| Ownership Detail | As of 12/31/2023 | As of 12/31/2024 | As of Record Date (4/10/2025) |
|---|---|---|---|
| Beneficially Owned Shares (Number) | — | — | 7,908 |
| Beneficial Ownership (%) | — | — | <1% (“*”) |
| Options Outstanding (Underlying Shares) | 2,000 | 4,185 | — |
| RSUs Outstanding (Underlying Shares) | 500 | 1,045 | — |
Policy Alignment:
- Anti‑hedging and pledging: Company policy prohibits hedging/monetization transactions, short sales, and pledging or margin accounts for company securities by directors, officers and employees .
Governance Assessment
- Board effectiveness: Active leadership as Chair of Nominating & Corporate Governance; Audit Committee Financial Expert role bolsters financial oversight quality. Committee independence and executive sessions support robust governance .
- Independence & attendance: Board deemed Grissinger independent; ≥75% attendance threshold met; attended the 2024 Annual Meeting—positive engagement signal .
- Ownership & alignment: Holds shares and outstanding time-vested equity; anti-hedging/pledging policies reduce misalignment risks; however, beneficial ownership is <1% given APRE’s share count, typical for small-cap biotech non-employee directors .
- Compensation signals: 2024 equity retainer calibrated well below target due to trading price and share-usage constraints, reflecting sensitivity to dilution and market context; cash retainer and committee fees remain modest for chair responsibilities .
- Conflicts/related-party exposure: No related-party transactions involving Grissinger disclosed; Audit Committee oversight and policy-driven reviews mitigate conflict risk. Prior special-committee service linked to CVR governance on legacy assets indicates targeted oversight rather than commercial conflicts .
RED FLAGS: None disclosed specific to Grissinger. Company-wide prohibitions on hedging/pledging, formal related-party policies, and independent committee structures mitigate typical governance risks .
References:
- Director biography, roles, independence, committees, attendance:
- Director compensation structure and amounts:
- Security ownership and beneficial holdings:
- Anti-hedging/pledging policies:
- Related-party transactions and audit oversight:
- Special Committee context: