Troy Ignelzi - Director | Contineum Therapeutics (CTNM) Executive Profile & Compensation

About Troy Ignelzi

Troy Ignelzi (age 57) is an independent director at Contineum Therapeutics (CTNM) since May 2024 and serves as Audit Committee Chair and an SEC-defined audit committee financial expert. He is currently CFO of Rapport Therapeutics (since November 2023), with prior CFO roles at Karuna Therapeutics (2019–2023), scPharma (2016–2019), and Juventas Therapeutics (2014–2016). He holds a B.S. in Accounting from Ferris State University and has board experience at Vedanta Biosciences (since Nov 2020), Abivax S.A. (since Jul 2023), and previously at CinCor Pharma (Mar 2021–Feb 2023) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Rapport Therapeutics, Inc.	Chief Financial Officer	Nov 2023–present	Finance leadership at public biotech
Karuna Therapeutics, Inc.	Chief Financial Officer	Mar 2019–Sep 2023	Led private crossover, IPO, follow-ons
scPharma	Chief Financial Officer	2016–Feb 2019	Executive leadership team member
Juventas Therapeutics, Inc.	Chief Financial Officer	2014–2016	Executive leadership team member
Pharmalex GmbH	SVP – Operations & Business Development	Earlier career	Operational and BD leadership
Esperion Therapeutics; Insys Therapeutics; Eli Lilly	Various positions	Earlier career	Finance/biopharma experience

External Roles

Organization	Role	Tenure	Committees/Impact
Vedanta Biosciences, Inc.	Director	Since Nov 2020	—
Abivax S.A.	Director	Since Jul 2023	—
Sofinnova Investments LLC	Advisor	Current	—
CinCor Pharma, Inc.	Director (prior)	Mar 2021–Feb 2023	—

Board Governance

Independence: The Board determined all directors except the CEO (Carmine Stengone) and Dr. Miralles are independent under Nasdaq rules; Ignelzi is independent and qualifies as an audit committee financial expert .
Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
Committee structure and leadership:
- Audit Committee: Members Brady, Ignelzi (Chair), Lyons-Williams; all independent; 4 meetings in 2024 .
- Compensation Committee: Members Schimmelpennink, Brady (Chair), Ware; 6 meetings in 2024; retained Alpine Rewards as independent compensation consultant in Sep 2024 .
- Nominating & Corporate Governance Committee: Members Boyce (Chair), Lyons-Williams, Ware; 2 meetings in 2024 .

Committee	Members	Chair	Meetings (2024)
Audit	Brady; Ignelzi; Lyons-Williams	Ignelzi	4
Compensation	Schimmelpennink; Brady; Ware	Brady	6
Nominating & Corporate Governance	Boyce; Lyons-Williams; Ware	Boyce	2

Audit Committee Report: Recommended inclusion of audited FY2024 financial statements in 10-K; affirmed auditor independence communications; signed by Ignelzi (Chair), Brady, Lyons-Williams .
Compensation Committee Interlocks: None disclosed (no insider participation/interlocks) .
Executive sessions: Independent directors meet regularly in executive sessions without management .

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Option Awards ($) (grant-date fair value)	Total ($)
2024	33,846	390,367	424,213

Non-Employee Director Cash Retainers (effective post-IPO):

Position	Annual Retainer ($)
Board Member	40,000
Board Chair	30,000
Audit Committee Chair	15,000
Compensation Committee Chair	10,000
Nominating & Corporate Governance Committee Chair	8,000
Audit Committee Member	7,500
Compensation Committee Member	5,000
Nominating & Corporate Governance Committee Member	4,000

Performance Compensation

Director equity awards are option-based with time-based vesting; no performance metric disclosures for director equity grants.

Award Type	Size Formula	Vesting	Change-of-Control Treatment
Initial Option Award (upon joining Board)	0.090% of Class A common shares outstanding (incl. A issuable upon B conversion), subject to plan limits	1/3 on 1-year anniversary; remainder in 24 equal monthly installments, subject to continuous service	Vests in full upon “change in control” (per 2024 Plan)
Annual Option Award (post-AGM)	0.045% of Class A common shares outstanding (incl. A issuable upon B conversion), subject to plan limits	Vests in full on earlier of 1-year from grant or next regular AGM	Vests in full upon “change in control”

Other Directorships & Interlocks

Company	Type	Role	Notes
Abivax S.A.	Biopharma	Director	Current; tenure since Jul 2023
Vedanta Biosciences, Inc.	Biotech	Director	Current; tenure since Nov 2020
CinCor Pharma, Inc.	Biopharma	Director (prior)	Mar 2021–Feb 2023
Sofinnova Investments LLC	VC/Investment	Advisor	Current

Compensation Committee Interlocks: None reported for CTNM (reduces conflict risk) .

Expertise & Qualifications

Audit committee financial expert (SEC definition) and Nasdaq financial sophistication; Audit Chair .
Deep CFO experience across multiple biopharma companies, public capital markets execution (IPO and follow-ons) .
Accounting background (B.S., Ferris State University) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class A Outstanding	Notes
Troy Ignelzi	—	<1% (*)	As of Mar 14, 2025; options not exercisable within 60 days excluded from beneficial count

Equity Detail	Amount
Options outstanding (as of Dec 31, 2024)	29,500 shares subject to outstanding options

Policy signals:

Hedging/short sales prohibited; pledging/margin requires Compliance Officer approval; 10b5-1 plans permitted under policy .

Governance Assessment

Strengths:
- Audit Committee Chair and recognized financial expert; strong oversight of financial reporting and auditor independence, with formal committee report signed by Ignelzi .
- Confirmed independence under Nasdaq; holds executive sessions; committee membership fully independent across audit/comp/nominating .
- Attendance threshold met (≥75% of Board/committee meetings); Board held 7 meetings in 2024; Audit met 4x, Comp 6x, Nominating 2x, indicating active governance cadence .
- Director pay aligned to role complexity: modest cash retainers plus equity via options with time-based vesting; no meeting fees or guaranteed extras disclosed .
Monitoring items:
- Multi-role commitments: Active CFO at Rapport Therapeutics while serving as CTNM Audit Chair; time demands should be monitored though independence and attendance thresholds were met .
- Change-in-control provision: Full acceleration of director options could be viewed as investor-unfriendly if dilution is material; policy transparency is clear in proxy .
Conflicts/Related Parties:
- CTNM’s audit committee reviews all related-person transactions ≥$120,000/≥1% assets; excerpts do not indicate transactions involving Ignelzi; committee oversight of related-party risk is explicit .

RED FLAGS

None explicitly disclosed regarding Ignelzi: no attendance shortfalls, no compensation interlocks, no related-party transactions involving him in provided proxy excerpts .

Director Compensation Mix (2024)

Component	Value ($)	Mix (%)
Cash fees	33,846	8.0
Option awards (grant-date fair value)	390,367	92.0
Total	424,213	100

Committee Assignments, Chair Roles, and Engagement

Area	Detail
Audit Committee	Chair; independent; financial expert; 4 meetings in 2024; charter includes oversight of financial reporting, audit firm engagement, complaints procedures, and related person transaction oversight
Compensation Committee	Not a member; independent committee chaired by Brady; Alpine Rewards retained as independent consultant
Nominating & Corporate Governance	Not a member; committee chaired by Boyce; independent; 2 meetings in 2024
Board Attendance	≥75% threshold achieved by all directors; Board met 7 times in 2024

Notes on Policies Affecting Investor Confidence

Insider Trading Policy: Prohibits hedging and short sales; pledging/margin requires approval; permits Rule 10b5-1 plans .
Board leadership: Independent Chair separate from CEO; regular executive sessions of independent directors .
Independence determinations: Board reviewed affiliations and confirmed independence status for committee members per SEC/Nasdaq .

Appendix: Director Election Status

Class I nominee for election at 2025 Annual Meeting (term through 2028 if elected) .