David F. Dalvey
About David F. Dalvey
Independent director since 2014 (age 66), Dalvey is a venture capitalist and corporate finance advisor with 30+ years working primarily with growth-oriented technology and life-science businesses; he is General Partner at Brightstone Venture Capital (since Sept. 2000) and holds a B.S. in Business/Management Economics from the University of Minnesota . He has completed over 150 corporate finance transactions and brings audit and investment community expertise to Celcuity’s Board; the Board deems him independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brightstone Venture Capital | General Partner | Sep 2000 – present | Led and managed ten venture partnerships; extensive board/advisor engagements |
| R.J. Steichen & Co. | Management positions | 1995 – 2000 | Corporate finance advisory experience |
| The Food Fund LP | Management | 1992 – 1995 | Venture capital investing |
| Wessels, Arnold & Henderson | Investment banking | 1987 – 1992 | Corporate finance transactions |
| Navarre Corp. (now Speed Commerce) | Director | 2009 – Nov 2012 | Board service |
| Blue Rock Market Neutral Fund | Board of Managers | 2000 – 2014 | Mutual fund governance |
| Digitiliti, Inc. | Director | Jul 2011 – Oct 2012 | Board service |
| Various private companies (HomeSpotter, Definity Health, AppTec Laboratories, CHF Solutions, Bite Squad, Agiliti, Nature Vision) | Director/Advisor | Various | Served on audit, strategic or governance committees |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Brightstone Venture Capital | General Partner | Sep 2000 – present | Venture capital management company; raised and managed ten partnerships |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Audit Committee financial expert designation: Board determined Dalvey qualifies as an “audit committee financial expert” .
- Independence: Board determined Dalvey is independent under Nasdaq Listing Rules .
- Attendance and engagement: Board met five times in 2024; Audit Committee met five times; Compensation Committee met four times; all directors attended ≥75% of Board and committee meetings; all seven directors attended the 2024 annual meeting (in person or via video) .
- Executive sessions: Audit Committee met in executive session once during 2024 .
- Board leadership and oversight: CEO serves as Chairman; no lead independent director currently .
- Conflicts policy: Audit Committee reviews and approves related party transactions under Nasdaq rules; no related party transactions requiring disclosure since Jan 1, 2023 (aside from items disclosed elsewhere) .
- Hedging/pledging policy: Directors are prohibited from pledging Celcuity stock or engaging in hedging transactions; margin accounts are prohibited .
- Clawback: Company adopted a clawback policy intended to comply with Nasdaq Rule 5608; Compensation Committee administers clawbacks for executives and directors .
Fixed Compensation
| Component | Amount | Terms | Period |
|---|---|---|---|
| Annual cash retainer | $30,000 | Payable quarterly | Director compensation policy (May 2024–Apr 2025) |
| Cash paid (FY2024) | $27,500 | $6,250 for two quarters; $7,500 for two quarters | FY2024 |
| Equity grant (policy) | $80,000 FMV | RS or Options, at director’s election | Annual award |
| FY2024 equity grant (Dalvey) | Option award $80,000 | 8,153 options; exercise price $14.83; grant date 6/4/2024; 10-year term | Vests 100% on 4/30/2025; then exercisable for remainder of term |
| Total FY2024 compensation | $107,500 | Cash + Option fair value (ASC 718) | FY2024 |
Performance Compensation
| Metric | Target | Actual | Weight | Notes |
|---|---|---|---|---|
| Director pay metrics | Not disclosed | Not disclosed | Not disclosed | Director equity awards in FY2024 vested time-based; no performance metrics disclosed for director awards |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Navarre Corp. (Speed Commerce) | Public | Director | 2009 – Nov 2012 | Public company directorship |
| Digitiliti, Inc. | Public | Director | Jul 2011 – Oct 2012 | Public company directorship |
| Blue Rock Market Neutral Fund | Registered fund | Board of Managers | 2000 – 2014 | Investment Company Act fund board |
| Various private companies | Private | Director/Advisor | Various | Served on audit/strategic/governance committees |
Expertise & Qualifications
- Financial and audit expertise: Audit Committee financial expert; deep experience in financial controls, reporting, and investment banking .
- Venture capital and corporate finance: Over 30 years’ experience; completed 150+ transactions; GP at Brightstone since 2000 .
- Education: B.S. in Business/Management Economics, University of Minnesota .
Equity Ownership
| Category | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 309,991 shares | <1% | Includes options exercisable within 60 days |
| Options held | 75,666 shares | n/a | Exercisable within 60 days of Mar 17, 2025 |
| Restricted stock held | 9,325 shares (as of Dec 31, 2024) | n/a | Aggregate RS as of FY-end |
| Indirect holdings | 225,000 shares via Brightstone Venture Capital Fund, LP (Mr. Dalvey is GP) | n/a | Included in beneficial ownership |
| Anti-hedging/pledging | Prohibited for directors | Policy | Insider trading policy |
Governance Assessment
- Strengths: Independent director serving on Audit and Compensation Committees; designated audit committee financial expert, supporting oversight of financial reporting and compensation policy . Equity-heavy director pay (annual $80,000 grant) plus anti-hedging/pledging policy suggest alignment with long-term shareholder interests; FY2024 option grant vests within one year and carries a 10-year term, promoting long-term exposure .
- Attendance and engagement: Board and key committees met regularly in 2024; all directors achieved ≥75% attendance, and the Audit Committee held an executive session, indicating active oversight .
- Potential conflicts: Dalvey’s indirect ownership through Brightstone (225,000 shares) is disclosed; no related-party transactions involving him were reported since Jan 1, 2023; Audit Committee oversees related-person transactions .
- Red flags: Board lacks a lead independent director despite CEO also serving as Chairman, which can concentrate power; family relationship exists between CEO (Brian Sullivan) and CSO/director (Lance Laing), requiring robust independent oversight .
- Protections and policies: Clawback policy compliant with Nasdaq Rule 5608 applies to executives and directors; director equity awards accelerate upon corporate transaction/Change in Control, which is standard but warrants monitoring of potential windfalls .
Overall, Dalvey’s independence, committee roles, and financial expertise support board effectiveness; disclosed ownership suggests skin-in-the-game without hedging/pledging. Key governance watchpoints are the absence of a lead independent director and the family tie on the board, elevating the importance of independent committee rigor .