Frank Zavrl
About Frank Zavrl
Independent director since August 2023; age 59 as of the 2025 proxy; background spans two decades of biotechnology-focused investing and public company board service. Prior roles include Partner at Adage Capital Management (2002–2011), Portfolio Manager at Merlin BioMed Group (1999–2002), and analyst at Scudder Kemper Investments (1998–1999); he previously served on the board of Puma Biotechnology, Inc. (NASDAQ: PBYI) from September 2015 to July 2020. Education: B.S. in Biochemistry from the University of California, Berkeley and M.B.A. from the Tuck School of Business at Dartmouth College. The Board cites his “significant investment experience in pharmaceutical and biotechnology companies” as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EIP Pharma, LLC | Director | Sep 2017 – Mar 2018 | Early governance role for predecessor entity |
| EIP Pharma, Inc. (EIP) | Director | Apr 2018 – Aug 2023 | Pre-merger board service; continuity into CRVO |
| Adage Capital Management, L.P. | Partner (Biotech investments) | 2002 – 2011 | Led biotech investing strategy |
| Merlin BioMed Group | Portfolio Manager | 1999 – 2002 | Healthcare investment focus |
| Scudder Kemper Investments Inc. | Analyst (Biotech) | 1998 – 1999 | Sector analyst experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puma Biotechnology, Inc. (NASDAQ: PBYI) | Director | Sep 2015 – Jul 2020 | Public biopharma board service |
Board Governance
- Committee assignments: Compensation Committee (Chair), Audit Committee (Member), Nominating & Corporate Governance Committee (Member) .
- Independence: Determined to be independent under Nasdaq and SEC rules (one of five independent directors) .
- Attendance: Board held 10 meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings during their service period .
- Committee activity: Compensation Committee met 5 times in 2024 ; Audit Committee met 4 times in 2024 ; Nominating & Corporate Governance met 3 times in 2024 .
- Executive sessions: Independent directors meet in executive session at regular Board meetings .
Fixed Compensation
| Description | 2023 Program (Annual) | 2024 Program (Annual) |
|---|---|---|
| Board Member Retainer (cash) | $40,000 | $40,000 |
| Chair of the Board (cash) | $20,000 | $25,000 |
| Audit Committee Chair (cash) | $15,000 | $15,000 |
| Compensation Committee Chair (cash) | $10,000 | $10,000 |
| Nominating & Corporate Governance Chair (cash) | $8,000 | $8,000 |
| Audit Committee Member (non-chair, cash) | $7,500 | $7,500 |
| Compensation Committee Member (non-chair, cash) | $5,000 | $5,000 |
| Nominating & Corporate Governance Member (non-chair, cash) | $4,000 | $4,000 |
| Frank Zavrl — Actual Fees Earned | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $23,253 | $61,500 |
| Notes | Pro-rated in 2023 post-merger | Sum of Board retainer + Comp Chair + Audit Member + Nominating Member |
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual option award (grant-date fair value) | $24,510 | $72,416 |
| Annual option award share count | Policy: 0.088% of shares outstanding on grant date | 5,750 options granted; 3,354 vested as of 12/31/2024 |
| Initial appointment option award | Policy: 0.176% of shares outstanding on grant date | Not applicable in 2024 (initial grant at appointment in 2023) |
| Vesting schedule | Initial: 36 equal monthly installments | Annual: 12 equal monthly installments |
| Term & Strike | 10-year term; exercise price = FMV on grant date | 10-year term; exercise price = FMV on grant date |
No revenue/EBITDA/TSR performance metrics apply to director equity; director equity is time-vested options under Board policy .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock/Conflict |
|---|---|---|
| Puma Biotechnology (2015–2020) | Oncology; not a direct competitor to CRVO’s DLB focus | Prior public biopharma board interlock; no current CRVO supplier/customer link disclosed |
Expertise & Qualifications
- Investment professional with deep biotech/pharma exposure (Adage Capital, Merlin BioMed), aligning with CRVO’s clinical-stage profile .
- Educational credentials in biochemistry and business (U.C. Berkeley; Dartmouth Tuck) .
- Board cites his investment experience as rationale for nomination/continued service .
Equity Ownership
| Metric | 2024 (Record date: Apr 29, 2024) | 2025 (Record date: Apr 24, 2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 368,784 | 377,052 |
| Ownership % of Outstanding | 4.5% (based on 8,253,741 shares) | 4.3% (based on 8,702,719 shares) |
| Components — IRA | 28,345 | 28,345 |
| Components — FEZ Delaware Dynasty Trust | 153,130 | 153,130 |
| Components — Paula Zavrl Delaware Dynasty Trust | 171,534 | 171,534 |
| Options exercisable within 60 days of Record Date | 15,775 | 24,043 |
| Annual Director Option Grant (2024) — Vested vs. Unvested | 3,354 vested; 2,396 unvested as of 12/31/2024 | Continuing monthly vest schedule |
Footnote: Mr. Zavrl is investment manager for FEZ and PZ Trusts and disclaims beneficial ownership except to extent of pecuniary interest .
Governance Assessment
- Positive signals
- Independent director; holds key oversight roles as Compensation Committee Chair and Audit & Nominating Committee member .
- Strong attendance culture (≥75% for all directors), with active committee cadence (Comp 5x, Audit 4x, Nominating 3x in 2024) .
- Meaningful “skin in the game”: 4.3% beneficial ownership in 2025, including personal IRA and family trusts; ongoing option grants with time-based vesting .
- Compensation governance: use of independent consultant (Alpine Rewards), documented charters, director award cap ($750,000; $1,000,000 in initial year), prohibition on option repricing and discounted grants under 2025 Plan .
- Potential conflicts / related-party exposure
- Participated in EIP convertible notes ($350,000 in 2020 Notes; $1,000,000 in 2021 Notes) and EIP share purchase (78,717 shares on July 10, 2023), both converted at merger to CRVO equity; while alignment-enhancing, these are related-party transactions that warrant monitoring .
- Board lock-up agreements (post-merger and private placement) indicate discipline on trading but also highlight insider participation in financing rounds; private placement lock-ups expired June 20, 2024 .
- RED FLAGS
- Related-party financing participation by a compensation committee chair can present perceived conflicts; continued disclosure and recusal standards should be confirmed for compensation and capital-raising decisions .
- No explicit disclosure of director stock ownership guideline multiples or hedging/pledging policies for directors in the cited sections; lack of specificity reduces clarity on long-term alignment safeguards .
Notes on Director Compensation Structure and Mix
- Year-over-year mix: Frank’s cash fees increased from $23,253 (2023, pro-rated post-merger) to $61,500 (2024), reflecting full-year service plus committee chair/member roles; option grant fair value increased from $24,510 (2023) to $72,416 (2024), consistent with policy scaling and full-year grants .
- No meeting fees disclosed; compensation relies on retainers and annual option grants time-vested monthly; no performance (financial/TSR) metrics tied to director pay .
Committee Details (Compensation Committee focus)
- Composition: Hollingsworth, Poulton, Zavrl (Chair) — all independent and non-employee directors .
- Practices: Authority over executive compensation, use of Alpine Rewards for peer analysis and recommendations, independent sessions without CEO for CEO comp decisions .
- Responsibilities include director compensation recommendations to the Board and administration of equity plans; documented processes and charters publicly available .
Overall, Zavrl’s profile combines deep biotech investing experience, significant personal ownership, and active committee leadership. The primary governance risk is perceived conflict from historical related-party financings; mitigants include full independence status, transparent proxy disclosures, consultant-supported compensation processes, and equity plan safeguards (repricing prohibition; director award caps) .