Peter Cicala
About Peter Cicala
Peter Cicala (age 63) joined Eterna’s board in February 2024 and is an independent director with 25+ years in IP law and 10+ years as a medicinal chemist. He currently serves as General Counsel for a private biotechnology company (since March 2021) and is an executive advisor and co‑founder of Pretzel Therapeutics (founded November 2019). Prior roles include Chief IP Counsel at Intercept Pharmaceuticals (2020–2021) and Chief Patent Counsel at Celgene (2014–2019). He holds a B.S. in Chemistry (Fairleigh Dickinson University) and a J.D. (Seton Hall University School of Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercept Pharmaceuticals (public) | Chief Intellectual Property Counsel | Mar 2020–Mar 2021 | Led IP strategy; pharma regulatory/IP expertise |
| Celgene (public) | Chief Patent Counsel | Mar 2014–Nov 2019 | Managed patent portfolio; biotech IP depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private biotechnology company | General Counsel | Mar 2021–present | Current operating role; legal leadership |
| Pretzel Therapeutics (biotech) | Co‑founder; Executive Advisor | Nov 2019–present | Ongoing advisory; company founder |
Board Governance
- Independence: Board determined Mr. Cicala is “independent” under Nasdaq listing standards and appointed him to Audit, Compensation, and Nominating & Corporate Governance committees (Feb 12, 2024) . The 2025 Proxy reconfirms independence for all non‑employee directors other than the CEO .
- Committee assignments: Member—Audit; Compensation; Nominating & Corporate Governance. Chairs: William Wexler (Audit, Compensation), James Bristol (Nominating) .
- Attendance and engagement: In 2024, the board held 13 meetings; Audit 4; Compensation 1; Nominating 1. Each director attended ≥75% of board and committee meetings on which they served . In 2023, the board held 17 meetings; Audit 5; Compensation 3; Nominating took action by written consent 3 times; ≥75% attendance for each director .
- Audit Committee report: Active oversight of auditor independence, internal controls, and PCAOB AS 1301 communications; Audit Committee recommended inclusion of FY2024 audited financials in the 10‑K. Audit members are independent and financially literate; Wexler designated financial expert .
Fixed Compensation
- The company has not followed its standard non‑employee director compensation program since August 2022. No cash was paid to directors for service during 2024 .
- Published (but inactive) program parameters if/when resumed: Annual Board member $40,000; Board Chair $70,000; Audit member $7,500; Compensation member $5,000; Nominating member $4,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000. New outside director equity award: option for 8,290 shares with 1/3 vest at year 1, remainder monthly over 24 months .
| Director (2024) | Fees Earned or Paid in Cash ($) | Committee Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| Peter Cicala | $0 | $0 (no cash program in effect) | $0 (no meeting fees) | Company paused cash comp since Aug 2022 |
Performance Compensation
- 2024 Option Grants: In April 2024, ERNA granted Mr. Cicala a stock option to purchase 88,943 shares, vesting in full on the one‑year anniversary of grant date (one‑year cliff) .
- Director equity mix: Directors generally were not compensated in cash/equity in 2024 other than specific catch‑up or annual grants; Mr. Cicala received a 2024 option as above .
| Director | Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule | Strike Price | Expiration |
|---|---|---|---|---|---|---|---|
| Peter Cicala | Apr 2024 | Stock Option | 88,943 | 119,424 | 100% at 1‑year anniversary of grant | Not disclosed | Not disclosed |
No director meeting fees are paid, and elements of the director program may change if compensation restarts .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Mr. Cicala . |
Expertise & Qualifications
- 25+ years IP law; 10+ years medicinal chemistry; senior legal roles at Intercept and Celgene .
- Strategic management of proprietary technology and products; pharma/biotech IP specialization .
- Education: B.S. Chemistry (Fairleigh Dickinson University); J.D. (Seton Hall University School of Law) .
Equity Ownership
- Beneficial ownership as of Apr 14, 2025: 88,943 shares; less than 1% of outstanding (62,178,945 shares outstanding) .
- As of Oct 1, 2024: no reportable beneficial ownership for Mr. Cicala (pre‑vesting) .
| Measurement Date | Shares Beneficially Owned | % of Common Shares Outstanding |
|---|---|---|
| Oct 1, 2024 | — | — |
| Apr 14, 2025 | 88,943 | <1% |
Beneficial ownership includes options/warrants exercisable within 60 days of the measurement date under SEC rules .
Governance Assessment
- Independence and committee breadth: Positive—appointed across all three core committees at entry; independence affirmed in 8‑K and proxy .
- Attendance/engagement: Acceptable—≥75% threshold met; board and committee cadence disclosed (13 board meetings in 2024) .
- Alignment via equity: Moderately aligned—no cash fees paid; 2024 option grant with one‑year cliff suggests retention and alignment, though absence of ongoing cash retainer is atypical for public biotechs and may impact director recruitment .
- Conflicts/related party exposure: None reported—8‑K appointment confirms no transactions requiring Item 404(a) disclosure; audit committee oversees related person transactions under policy .
- Audit oversight quality: Strong process articulation—committee addressed auditor independence, internal controls, PCAOB AS 1301 topics, and recommended 10‑K inclusion .
- Risk indicators: Company received Nasdaq MVLS deficiency notice (Jan 2025); while not specific to Mr. Cicala, governance demands may increase amid listing compliance efforts .
RED FLAGS
- Unusual director pay pause since Aug 2022; reliance on option grants rather than cash retainers (could deter board talent; monitoring warranted if program changes reduce at‑risk equity) .
- Nasdaq MVLS deficiency process underway, indicating capital markets stress (heightens need for effective board oversight) .
Net view: Cicala brings deep IP/legal expertise and serves across key committees with documented independence and adequate attendance. Equity‑heavy/non‑cash director compensation and listing compliance pressures are watch items, but no direct conflicts or related‑party issues are disclosed .