Fred Callori
About Fred Callori
Fred Callori (age 57) has served as an independent director of Astria Therapeutics (ATXS) since January 2021. He is Partner and Managing Director at Perceptive Advisors (since January 2018), with prior roles as Senior Partner and Executive/Senior Vice President, Corporate Development at Xontogeny, LLC, and earlier as a partner at Choate, Hall & Stewart LLP. He holds a J.D. from Boston University School of Law and a B.A. in Economics from Binghamton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xontogeny, LLC | Executive and Senior Vice President, Corporate Development | Sep 2017 – Dec 2022 | Corporate development in life sciences accelerator |
| Xontogeny, LLC | Senior Partner | Jan 2023 – Dec 2024 | Senior leadership at life sciences accelerator |
| Choate, Hall & Stewart LLP | Partner (Life Science & Emerging Companies) | 1998 – Aug 2017 | Legal advisory for life sciences/emerging companies |
| Landos Biopharma | Director | Aug 2021 – May 2024 | Public company director; company publicly held until May 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perceptive Advisors | Partner & Managing Director | Jan 2018 – Present | Perceptive affiliates own ~11.6% of ATXS |
Board Governance
- Classification and term: Class I director; nominated for re‑election at 2025 annual meeting for a 3‑year term expiring at the 2028 annual meeting .
- Committee memberships:
- Compensation Committee member; chair: Michael Kishbauch; committee met 5 times in 2024 and did not act by written consent .
- Nominating & Corporate Governance Committee member; chair: Kenneth Bate; committee met 2 times and acted by written consent once in 2024 .
- Not a member of Audit or Science & Technology Committees .
- Independence: Board determined Callori (and all non‑employee directors) independent under Nasdaq and SEC rules; compensation committee also meets heightened independence standards .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting in person .
- Board leadership: CEO and Board Chair roles are separated; Chair is Kenneth Bate .
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $49,000 | Quarterly cash retainers for board and committee service; no meeting fees disclosed |
Director cash retainer schedule (program terms):
| Component | Member Annual Fee (2024) | Chair Annual Fee (2024) | Member Annual Fee (2025 program) | Chair Annual Fee (2025 program) |
|---|---|---|---|---|
| Board of Directors | $40,000 | $75,000 | $40,000 | $75,000 |
| Audit Committee | $7,500 | $20,000 | $10,000 | $20,000 |
| Compensation Committee | $5,000 | $10,000 | $7,500 | $15,000 |
| Nominating & Governance | $4,000 | $8,000 | $5,000 | $10,000 |
| Science & Technology | $7,500 | $15,000 | $7,500 | $15,000 |
Performance Compensation
| Year | Option Awards (Grant‑Date Fair Value) | Annual Grant Size | Initial Appointment Grant | Vesting – Annual | Vesting – Initial | Repricing Policy | Dividends on Unvested Awards |
|---|---|---|---|---|---|---|---|
| 2024 | $86,980 | 14,100 shares (granted June 5, 2024) | 28,200 shares (for new directors) | 1‑year cliff from grant date | Equal annual installments over 3 years | Prohibited without stockholder approval; no cash buyouts of underwater options | Prohibited for unvested awards; no accrual for options/SARs |
| 2025 program | — | 26,550 shares (for ≥6 months service) | 53,100 shares (new directors) | 1‑year cliff from grant date | Equal annual installments over 3 years | Prohibited without stockholder approval | Prohibited |
Option holdings and vesting status (as of Dec 31, 2024):
| Metric | Amount |
|---|---|
| Total stock options held | 53,199 shares |
| Vested | 39,099 shares |
| Scheduled to vest | 14,100 shares on June 5, 2025 |
Other Directorships & Interlocks
| Organization | Role | Tenure | Interlock / Notes |
|---|---|---|---|
| Landos Biopharma | Director | Aug 2021 – May 2024 | Company publicly held until May 2024 |
| Perceptive Advisors (affiliation) | Partner & MD | Jan 2018 – Present | Perceptive affiliates own ~11.6% of ATXS; Callori serves on ATXS compensation and nominating committees |
| Voting agreements (BioCryst merger) | Stockholder agreement | Oct 14, 2025 | “Each director” and Perceptive affiliates entered voting/support agreements favoring the merger |
Expertise & Qualifications
- Life sciences investing and governance expertise via senior roles at Perceptive Advisors and Xontogeny .
- Legal background in life sciences transactions and corporate matters (Choate, Hall & Stewart LLP) .
- Board governance experience at a prior public biotech (Landos Biopharma) .
Equity Ownership
| Metric | Amount | Source |
|---|---|---|
| Beneficial ownership (shares) | 53,199 (options exercisable within 60 days of Apr 14, 2025) | Options deemed beneficially owned per SEC rules |
| Shares outstanding (Apr 14, 2025) | 56,434,219 | — |
| Ownership % of common shares outstanding | ~0.09% (53,199 ÷ 56,434,219) | Computed from cited values |
| Vested vs unvested options | 39,099 vested; 14,100 unvested (vesting 6/5/2025) | — |
| Shares pledged or hedged | Not disclosed | — |
| Director ownership guidelines | Not disclosed | — |
Compensation Committee Analysis
- Composition: Beck, Callori, Cole, Kishbauch (chair) .
- Independence: Committee meets Nasdaq/SEC heightened independence requirements .
- Consultant: Aon Rewards Solutions engaged; committee determined no conflicts of interest .
- Benchmarking: Peer group of 19 biopharmas set in Oct 2023 for 2024 compensation cycle; supplemented with survey data .
- Director pay review: Committee recommended 2025 increases to member fees and director option grant sizes to maintain market alignment .
Governance Assessment
-
Strengths:
- Independence affirmed; separation of Chair/CEO roles; robust committee structure with clear charters and risk oversight .
- High engagement: board met 12 times; all directors attended annual meeting; each director met ≥75% attendance threshold .
- Equity plan safeguards: explicit prohibition on option/SAR repricing, no dividends on unvested awards .
-
Alignment and incentives:
- Director compensation emphasizes equity options with time‑based vesting; 2025 increases in option grant sizes and certain committee member fees suggest commitment to market‑based alignment but also modest pay inflation risk .
-
Potential conflicts and RED FLAGS:
- Perceptive Advisors affiliates are ATXS’s largest stockholder (~11.6%); Callori is a senior Perceptive executive while serving on compensation and nominating committees, creating perceived conflict risks despite formal independence determinations .
- In connection with the BioCryst merger, “each director” (including Callori) and Perceptive affiliates executed voting/support agreements favoring the transaction—beneficial for deal certainty but heightens scrutiny on minority stockholder protections and committee impartiality .
- No disclosure of pledging/hedging or director ownership guidelines (data gap).
-
Investor implications:
- Governance structure is conventional and independent, but Perceptive affiliation plus merger voting agreements warrant monitoring of related‑party considerations and committee decision‑making optics during strategic transactions .