Gregg Lapointe
About Gregg Lapointe
Gregg Lapointe, age 66, has served as an independent director of Astria Therapeutics (ATXS) since January 2019 and is the Chair of the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He is Co‑Founder and CEO of Cerium Pharmaceuticals (private) and previously served as COO and CEO of Sigma‑Tau Pharmaceuticals; earlier roles include Vice President of Operations and Vice President, Controller at AstenJohnson and beginning his career at Price Waterhouse; he is a Certified Public Accountant with an MBA from Duke, B.Com. from Concordia, and a Graduate Diploma in Public Accountancy from McGill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerium Pharmaceuticals, Inc. (private) | Co‑Founder and Chief Executive Officer | Since 2012 | Executive experience in specialty drug commercialization |
| Sigma‑Tau Pharmaceuticals, Inc. (private) | Chief Operating Officer; Chief Executive Officer | Not disclosed | Led finance/operations; specialty drug commercialization |
| AstenJohnson, Inc. (formerly JWI Inc.) | Vice President of Operations; Vice President, Controller | Not disclosed | Finance and operations leadership |
| Price Waterhouse | Early career; CPA | Not disclosed | Financial/accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soligenix, Inc. (public) | Director | Not disclosed | Board service; specific committees not disclosed in ATXS proxy |
| Rigel Pharmaceuticals, Inc. (public) | Director | Not disclosed | Board service; specific committees not disclosed in ATXS proxy |
Board Governance
- Committee assignments: Audit Committee Chair; members are Lapointe (Chair), Kenneth Bate, and Hugh Cole; all three are designated “audit committee financial experts.” The Audit Committee met five times in 2024 and acted once by written consent .
- Independence: The Board determined Lapointe is independent under Nasdaq standards and SEC rules; he meets heightened independence for audit committee service .
- Board activity and attendance: The Board met 12 times in 2024 and acted twice by written consent; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting in person .
- Risk oversight: The Audit Committee oversees major risk exposures including financial, operational, legal/compliance, cybersecurity, business continuity and IT risks, with direct auditor communications and management discussions .
- Audit Committee Report: As Chair, Lapointe signed the audit committee report recommending inclusion of audited 2024 financials in the Form 10‑K .
- Indemnification: Astria indemnifies directors to the fullest extent permitted by Delaware law and maintains D&O insurance; directors (including Lapointe) have indemnification agreements .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board member annual cash retainer | $40,000 | 2024 schedule |
| Audit Committee chair fee | $20,000 | 2024 schedule |
| Total cash retainer (Lapointe) | $60,000 | 2024 “Fees Earned” for Lapointe |
Performance Compensation
| Grant/Option Detail | Date | Shares/Value | Vesting/Terms |
|---|---|---|---|
| Annual director stock option grant (2024) | Jun 5, 2024 | 14,100 shares (included in 2024 Option Awards fair value) | Vests in full after one year from grant date |
| Director option holdings at 12/31/2024 | As of Dec 31, 2024 | 56,948 options; 42,848 vested; 14,100 scheduled to vest on Jun 5, 2025 | Standard option terms; ten‑year max per plan; no repricing without stockholder approval |
| Director equity program changes (effective 1/1/2025) | Expected around annual meeting (Jun 11, 2025) | Annual grant: 26,550 options to each non‑employee director serving ≥6 months | Vests in full after one year; new‑director grant: 53,100 options vesting ratably over 3 years |
| 2015 Plan increase approved by stockholders | Jun 11, 2025 | +5,500,000 shares authorized | Potential dilution details in proxy; Lapointe eligible as director participant |
- 2024 director equity value: Lapointe’s 2024 Option Awards grant date fair value was $86,980; total 2024 compensation $146,980 .
- Plan protections: The 2015 Plan prohibits option/SAR repricing without stockholder approval and prohibits dividends/dividend equivalents on unvested awards; no RSUs or other full‑value awards outstanding as of March 31, 2025 .
Other Directorships & Interlocks
- Current external public boards: Soligenix, Inc.; Rigel Pharmaceuticals, Inc. .
- Potential interlocks/conflicts: The ATXS proxy discloses underwritten financings involving certain 5% stockholders but does not disclose any related person transactions involving Lapointe or entities he controls; Audit Committee also reviews/approves related person transactions .
Expertise & Qualifications
- Financial expertise: CPA; designated “audit committee financial expert” under SEC and Nasdaq standards .
- Industry experience: Specialty drug commercialization and executive leadership in biopharma; CEO/COO roles and operational management .
- Education: MBA (Duke), B.Com. (Concordia), Graduate Diploma in Public Accountancy (McGill) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % Basis | Notes |
|---|---|---|---|
| Gregg Lapointe | 56,948 | <1% of 56,434,219 common shares outstanding as of Apr 14, 2025 | Shares reflect options exercisable within 60 days; percentage <1% per proxy footnote |
- Vested vs. unvested: 42,848 vested; 14,100 scheduled to vest on Jun 5, 2025 .
- Pledging/hedging: Not disclosed in proxy; Code of Business Conduct posted on website (not incorporated into proxy) .
Insider Trades (Form 4 Summary)
| Date (Filing) | Reported Event Date | Transaction | Details/Notes |
|---|---|---|---|
| Jun 6, 2024 | Jun 5, 2024 | Form 4 filed | Reflects annual director option grant of 14,100 shares under the 2024 program (vests after one year) |
| Jun 12, 2025 | Jun 11, 2025 | Form 4 filed | Reflects expected annual director option grant under revised 2025 program (26,550 shares; vest after one year) |
Compensation Structure Analysis
- Cash vs. equity mix: Lapointe’s 2024 pay was predominantly equity via options ($86,980) over cash fees ($60,000), aligning with ATXS’s director compensation philosophy to emphasize equity ownership and market competitiveness .
- Program shift for 2025: Director option grant sizes increased (new‑director: 53,100; annual: 26,550), signaling stronger equity alignment but increasing potential dilution; stockholders approved a 5.5M share increase to the 2015 Plan on Jun 11, 2025 .
- Repricing protections: The equity plan prohibits repricings without stockholder approval—reducing a common governance red flag .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Broker Non‑Votes | Abstain |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025 Annual Meeting) | 43,538,692 | 6,611,451 | 3,401,529 | 5,139 |
- Director elections outcome (Class I): Jill C. Milne, Fred Callori, Michael Kishbauch were elected at the 2025 meeting; Lapointe continues as Class III (term expiring at 2027 meeting) .
Governance Assessment
- Strengths: Independent status; audit committee chair with financial expert designation; strong engagement (≥75% attendance; audit committee met five times); disciplined equity plan (no repricing, no unvested dividends); transparency on director fees and option grants; shareholder approval of increased equity pool indicates support for incentive alignment .
- Alignment: Ownership via options (56,948; <1% overall) provides skin‑in‑the‑game, with annual grants designed to vest quickly to incentivize oversight without excessive risk; 2025 program increases equity emphasis .
- Conflicts/related parties: No related person transactions disclosed involving Lapointe; Audit Committee oversees RPTs; external public boards (Soligenix, Rigel) are disclosed with no cross‑transactions noted in ATXS filings—monitor for potential competitive overlaps or information flow risks over time .
- RED FLAGS: None explicit in filings regarding Lapointe—no attendance shortfall, no RPTs, no repricing, no pledging disclosed; dilution from plan increase is company‑wide (not director‑specific) but warrants ongoing monitoring given stage and hiring needs .