Francisco D. Salva
About Francisco D. Salva
Francisco D. “Fran” Salva, 55, is President, Chief Executive Officer, and Director of Azitra, Inc., serving on the board and as CEO since April 2021; he holds a B.A. from Brown University and an M.Sc. in economics and philosophy from the London School of Economics . Under his leadership in 2025, Azitra progressed three programs (ATR‑12, ATR‑04, ATR‑01), dosed the first patient in a Phase 1/2 trial for ATR‑04, presented positive preclinical data for ATR‑01, and raised $2.8M via an equity line; Q3 2025 R&D was $1.2M, G&A $1.6M, net loss $2.8M, and cash/equivalents $1.4M as of September 30, 2025 . He is not an independent director per NYSE American rules (executive officer status) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Azitra, Inc. | President & CEO; Director | Apr 2021–Present | Leading precision dermatology pipeline (ATR‑12/‑04/‑01) and financing activities . |
| Complexa, Inc. | President & CEO | May 2018–Aug 2020 | Led inflammation/fibrosis biopharma operations . |
| Acerta Pharma B.V., Inc. | Co‑founder; VP of Operations | Feb 2011–Nov 2016 | Built oncology/autoimmune platform and operations prior to sale of Acerta to AstraZeneca (background context from role) . |
| VC/Investment Banking (healthcare) | Senior roles | Pre‑2011 (various) | Capital markets and strategic advisory in biotech/pharma . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vincerx Pharma, Inc. (Nasdaq: VINC) | Director; Audit Committee Chair | Current | Public company directorship with financial oversight responsibilities . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 420,000 | 440,000 |
| Target Bonus (% of Salary) | 35% (per employment agreement) | 35% (per employment agreement) |
| Actual Bonus Paid ($) | 0 | 115,500 (based on 2024 metrics) |
| All Other Compensation ($) | 7,030 (benefits/perqs) | 1,080 (benefits/perqs) |
| Option Awards Grant‑Date Fair Value ($) | 0 | 0 (no options granted in 2024) |
Performance Compensation
- 2024 annual bonus determination was based on achieving 75% of company‑wide metrics (pre‑clinical; clinical & regulatory; financial; investor relations) with individual adjustments by level; CEO received $115,500 .
- Legacy stock options include a performance component tied to first‑in‑human dosing of ATR‑12 (see Equity Awards table) .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company‑wide goals across pre‑clinical, clinical & regulatory, financial, IR | Not disclosed | Target 35% of salary | Company achievement 75%; CEO bonus $115,500 | Paid per plan year |
| Stock Options (2016 grant) | Performance trigger: first‑in‑human dosing of ATR‑12 for 20% of options | 20% perf / 80% time‑based | N/A | Perf portion vested on dosing; time‑based per schedule | 25% at 1‑yr anniversary; 75% monthly over 36 months thereafter; 10‑year term |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 26,802 shares; includes 15,007 currently exercisable options (as of May 28, 2025) . |
| Ownership as % of Outstanding | Less than 1% (17,226,354 shares outstanding) . |
| Vested vs Unvested (12/31/2024) | Options exercisable: 14,490; unexercisable: 1,035; exercise price $51.08; expiration 06/29/2031 . |
| Award Structure | 2016 grant of 15,525 options at $51.08: 80% time‑based; 20% vests upon first‑in‑human dosing of ATR‑12; 10‑year term . |
| Hedging/Pledging | Company policy prohibits short‑term trades, hedging, publicly traded options, margin accounts, pledged securities, and standing/limit orders for directors/officers . |
| Ownership Guidelines | Not disclosed in proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Executive employment agreement dated April 22, 2021; “at‑will” . |
| Base Salary | $420,000 under agreement; 2024 actual salary $440,000 . |
| Target Bonus | Up to 35% of base salary; performance parameters set by the Board . |
| Severance (No Cause / Good Reason) | 12 months base salary, continuation of health benefits for 12 months, and prorated bonus for year of termination (subject to target achievement) . |
| Change‑of‑Control (Equity) | Under 2016 Plan, upon change of control, all outstanding stock options accelerate and restrictions on restricted stock lapse unless determined otherwise . |
| Potential Payments (12/31/2024 scenario) | Cash severance $555,500 (salary $440,000 + bonus $115,500); equity acceleration $17,493 . |
| Non‑compete/Non‑solicit | Not disclosed . |
| Clawback | Not disclosed in proxy . |
Board Governance, Service History, and Director Compensation
- Service history and roles: Salva is President, CEO, and Director; nominated for re‑election at the 2025 annual meeting . He is not independent due to executive role .
- Board/committee structure: Board of four with two independent directors. Committees consist solely of independents: Audit (Schroer, Chair), Compensation (Ryan, Chair), Nominating & Governance (Ryan, Chair) .
- Board leadership: No formal policy to separate Chair/CEO; no Lead Independent Director; risk oversight handled by full Board with committees .
- Attendance: In 2024, the Board met 4 times; all directors attended at least 75% of Board and committee meetings .
- Director pay: Executive directors (including Salva) receive no director compensation . Non‑executive director policy: $25,000 annual retainer; committee chair retainers ($7,500 Audit; $5,000 Comp and N&G); committee member retainers $3,500; options to non‑execs granted in 2023 (no 2024 grants) .
Equity Awards Detail (Outstanding at 12/31/2024)
| Grant | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 2016 Plan Option | 14,490 | 1,035 | 51.08 | 06/29/2031 | 25% at yr‑1; remaining 75% monthly over 36 months; 20% perf vests on ATR‑12 first‑in‑human dosing . |
Performance & Track Record Highlights (2025)
| Program/Initiative | 2025 Progress |
|---|---|
| ATR‑04 (EGFRi‑rash) | First patient dosed in Phase 1/2 trial in Aug 2025; FDA Fast Track designation noted . |
| ATR‑01 (Ichthyosis vulgaris) | Positive preclinical data including delivery of functional filaggrin; additional data presented at BIO‑Europe . |
| ATR‑12 (Netherton syndrome) | Continued advancement; focus on severe unmet need . |
| Capital | $2.8M raised via equity line with Alumni Capital LP during Q3 2025 . |
Capital Structure & Financing Context (Governance/Retention Relevance)
- Shares outstanding and reserves (May 28, 2025): 17,226,354 shares outstanding; reserved 1,209,734 shares under 2023 Plan; 16,293,593 shares related to outstanding warrants .
- Authorized share increase proposed from 100,000,000 to 200,000,000 (approved via proxy process) to support capital needs and equity incentives .
- Alumni Capital $20M equity line through Dec 31, 2026; issuance above 19.99% required shareholder approval; beneficial ownership cap 4.99% (up to 9.99% with consent) .
- Company disclosure warns without additional capital, operations could be materially impaired; equity line viewed as critical funding source .
Related Party Transactions and Policies
- No related‑party transactions above the applicable threshold since Jan 1, 2023; company has a policy requiring disinterested director approval for such transactions .
- Insider Trading Policy prohibits hedging, short sales, publicly traded options, margin/pledged securities, and standing/limit orders by directors/officers/employees/consultants .
Investment Implications
- Pay‑for‑performance: 2024 cash bonus reflected 75% company goal achievement and role‑based weighting; no 2024 equity grants, aligning near‑term cash incentives with operational milestones . CEO’s target bonus remains a moderate 35% of salary, limiting excessive cash risk but still meaningful for motivation .
- Alignment and selling pressure: CEO’s equity stake is small (<1% of shares outstanding) with most equity exposure via legacy options at a $51.08 strike expiring in 2031, reducing near‑term selling pressure from vesting but providing long‑dated upside if value inflects . Company policy eliminates hedging/pledging risk, a positive alignment signal .
- Retention and change‑of‑control: CEO severance equals 12 months salary plus prorated bonus, with single‑trigger equity acceleration under the 2016 Plan in a change‑of‑control, which may modestly incentivize strategic alternatives while providing standard retention protection .
- Governance: Dual role (CEO/Director) with no Lead Independent Director is partly mitigated by fully independent audit/compensation/nominating committees and acceptable attendance; however, concentration of leadership warrants monitoring for oversight robustness as the company scales .
- Financing overhang: Heavy reliance on authorized share increases and equity line capacity introduces ongoing dilution risk; execution milestones that de‑risk the pipeline are key to improving financing terms and preserving incentive value .
Appendix: Key Executive Compensation & Ownership Tables
Summary Compensation (CEO)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 420,000 | 0 | 0 | 7,030 | 427,030 |
| 2024 | 440,000 | 115,500 | 0 | 1,080 | 556,580 |
Potential Payments Upon Termination (as of 12/31/2024)
| Type | Amount ($) |
|---|---|
| Cash Severance (salary + prorated bonus) | 555,500 |
| Equity Acceleration | 17,493 |
Beneficial Ownership (as of 5/28/2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Francisco D. Salva | 26,802 (incl. 15,007 exercisable options) | <1% |
Notes: Shares outstanding were 17,226,354 as of May 28, 2025 . Hedging/pledging by insiders is prohibited .