Timothy Morris
Director at DBVT
Board
About Timothy E. Morris
Independent director since March 2021; age 63. Former CFO/COO across U.S. biopharma companies; CPA (Inactive). Currently chairs DBV’s Audit Committee and has been designated the board’s “audit committee financial expert.” Tenure: 4+ years as of 2025. The board recommends his re‑election to a three‑year term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opthea Limited | Chief Financial Officer | Oct 2022 – Oct 2023 | Senior finance leadership |
| Humanigen, Inc. | Chief Operating Officer & Chief Financial Officer | Since Aug 2020 (prior board member Jun 2016 – Aug 2020) | Operational/finance leadership; prior board governance |
| Iovance Biotherapeutics, Inc. | Chief Financial Officer | Aug 2017 – Jun 2020 | Public company finance leadership |
| AcelRx Pharmaceuticals, Inc. | CFO & Head of Business Development | Mar 2014 – Jun 2017 | Corporate development |
| Aacolade Pharma LLC | Sole member | Not disclosed | Private vehicle; no DBV related‑party disclosures |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| Aquestive Therapeutics, Inc. (NASDAQ: AQST) | Director | Current | Not disclosed in proxy |
| Univercells SA (Belgium) | Director | Current | Not disclosed in proxy |
| Humanetics Corporation (U.S.) | Director | Current | Not disclosed in proxy |
| Humanigen, Inc. | Director | Prior (Jun 2016 – Aug 2020) | Governance experience |
| PAION Inc. (subsidiary of PAION AG) | Director | Prior | Governance experience |
Board Governance
- Committee assignments: Audit Committee Chair since October 3, 2022; Audit Committee member. Designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules .
- Independence: Board affirmatively determined independence under Nasdaq rules; French law identifies only Tassé, Goller, Ferrère as non‑independent—Morris is independent .
- Attendance and engagement: Board met 22 times in FY2024; each director attended at least 94% of board meetings and 100% of committee meetings served. Audit Committee held 7 meetings in FY2024 .
- Risk oversight and responsibilities: As Audit Chair, oversees integrity of financial reporting, auditor independence, approval of non‑audit services, cybersecurity/data privacy updates, and related‑party transaction review under board policy .
Fixed Compensation
| Component | FY 2024 Actual (USD) | FY 2025 Policy (EUR) | Notes |
|---|---|---|---|
| Annual Director Retainer | $125,976 | €100,000 | FY2024 amounts converted at €→$ rates per proxy; FY2025 policy subject to attendance rules |
| Audit Committee Chair Fee | Included in cash total | €20,000 | Chair premium under policy |
| Committee Membership Fee (per committee) | Included in cash total | €5,000 | Applies to committee members; chair also a member |
| Equity (Director Warrants) | $0 grant value in 2024 | Authorized via BSA program (at market value) | French law prohibits RSU/options for NEDs; warrants (BSAs) used |
- Policy notes: FY2025 director budget proposed to increase from €800,000 to €900,000 (subject to shareholder approval) . New independent directors appointed in Oct-2025 receive €100,000 cash retainer; €5,000 for Compensation Committee membership (illustrative reference) .
Performance Compensation
DBV does not use performance‑based cash/equity for non‑employee directors; compensation is fixed fees plus warranted equity at market value. Attendance gates apply to fee payouts.
| Attendance Threshold | Compensation Adjustment |
|---|---|
| ≥90% of scheduled Board and committee meetings | 100% of applicable fees |
| <90% | Pro rata to actual attendance |
Other Directorships & Interlocks
- Network context: DBV’s board includes representatives of major shareholders (Baker Bros via Michael Goller; Bpifrance via Maïlys Ferrère); these are disclosed as non‑independent under French law, not specific to Morris .
- Related‑party financing context: 2025 PIPE involved Baker Bros and Bpifrance; oversight of related‑party transactions falls within Audit Committee remit chaired by Morris .
Expertise & Qualifications
- Education: BS in Business (Accounting), California State University, Chico; Certified Public Accountant (Inactive) .
- Core credentials: Senior public‑company finance/operator; SEC “audit committee financial expert” designation; corporate development experience .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Timothy E. Morris | 18,837 shares (incl. exercisable within 60 days) | <1% | As of April 15, 2025 |
| Director Warrants held | 6,837 BSAs (non‑employee director warrants) | N/A | As of Dec 31, 2024; warrants used as long‑term NED compensation |
- Hedging/Pledging: Company policy prohibits hedging by insiders; no pledging disclosed in proxy .
Governance Assessment
- Strengths: Independent director with deep U.S. public‑company finance experience; Audit Chair and designated financial expert; strong attendance; direct oversight of related‑party transactions and cybersecurity .
- Alignment: Cash fees structured with attendance gates; NED equity via warrants purchased at market value (reduces windfalls, aligns incentives); personal beneficial share ownership .
- Potential conflicts: Multiple external board roles warrant workload monitoring, but board policy requires directors ensure commitments do not materially interfere; no related‑party transactions involving Morris disclosed .
- RED FLAGS: None disclosed for Morris—no Section 16(a) delinquency noted, no related‑party transactions tied to him, and no hedging permitted under policy .
Re‑election signal: The board recommends voting “FOR” Morris’s renewal for a three‑year term (to 2028), indicating continued confidence in his governance contributions .