Brian Davis
About Brian Davis
A. Brian Davis, age 58, is an independent director of Grace Therapeutics (GRCE) who joined the board in 2023; he is a licensed CPA with nearly three decades as CFO and senior finance executive at public life science companies and holds a B.S. in accounting and an MBA from The Wharton School. The Board has designated him as its audit committee financial expert, and affirmed his independence under Nasdaq Rule 5605; he serves as Audit Committee Chair and as a member of the Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XyloCor Therapeutics, Inc. | Chief Financial Officer | Since Dec 2021 | Deep public company reporting and internal controls expertise cited by GRCE Board |
| Verrica Pharmaceuticals Inc. | Chief Financial Officer | Oct 2019 – Jul 2021 | Public, NDA-stage dermatology; CFO leadership |
| Strongbridge Biopharma plc | Chief Financial Officer | Mar 2015 – Sep 2019 | Public, commercial-stage biopharma; CFO leadership |
| Tengion, Inc. | Chief Financial Officer | Until Dec 2014 | Public regenerative medicine; CFO leadership |
| Neose Technologies, Inc. | Chief Financial Officer | Prior period (not dated) | Public biopharmaceutical; CFO leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| XyloCor Therapeutics, Inc. | Chief Financial Officer | Since Dec 2021 | Clinical-stage gene therapy company |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Independence: Board affirmatively determined Davis is independent under Nasdaq Rule 5605(a)(2), and meets additional independence tests for Audit (Rule 10A-3) and Compensation (Rule 10C-1) committees .
- Audit committee financial expert: Board determined Davis qualifies under SEC rules based on education and CFO experience .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings. Audit met 4 times; Compensation and Nominating did not meet in FY2025 post-domestication timing .
- Years of service on GRCE Board: First year as director 2023 .
Fixed Compensation
| Director | FY2025 Cash Fees ($) | FY2025 Option Awards ($) | FY2025 Total ($) |
|---|---|---|---|
| A. Brian Davis | 62,000 | 21,074 | 83,074 |
Committee fee schedule (as amended Nov 12, 2024):
| Committee | Chair Fee ($) | Member Fee ($) |
|---|---|---|
| Audit Committee | 16,000 | 8,000 |
| Compensation Committee | 8,000 | 4,000 |
| Nominating & Corporate Governance Committee | 4,000 | 2,000 |
Program structure:
- Non‑employee director annual cash: $40,000; Board Chair $75,000 .
- Initial option grant: 20,000 options; annual option grant: 10,000 options .
Performance Compensation
| Component | Details | Vesting/Performance Metrics |
|---|---|---|
| Director equity awards | Initial 20,000 options; annual 10,000 options | Time‑vested: initial grant vests 1/3 at 1st anniversary, remainder monthly over next 2 years; annual grants vest monthly over 12 months; no performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | GRCE proxy biography lists executive roles but no current public company directorships for Davis . |
Expertise & Qualifications
- Licensed CPA; Wharton MBA; extensive public company accounting, reporting, internal controls, and financial process evaluation experience .
- Designated audit committee financial expert by GRCE Board under SEC rules .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Brian Davis | 31,500 | * (<1%) | Includes shares acquirable via stock options exercisable within 60 days of July 18, 2025 . |
| Options outstanding (as of 3/31/2025) | 22,500 | — | Non‑employee director options held . |
Policy alignment:
- Hedging of company securities is prohibited for directors and employees under the Insider Trading Policy .
Governance Assessment
- Committee leadership and independence: Davis is independent and serves as Audit Chair with SEC “financial expert” designation—supportive of robust audit oversight and risk management (financial, operational, cybersecurity) .
- Attendance and engagement: Board and committee attendance met at least 75% thresholds; Audit met 4 times in FY2025, indicating meaningful committee activity during a year of corporate reorganization and domestication .
- Director compensation mix and alignment: FY2025 mix of $62k cash and $21k option value suggests balanced cash/equity; equity awards are time‑vested (no discretion‑based metrics), which moderates pay‑for‑performance alignment for directors but is standard practice in small-cap life sciences .
- Related‑party oversight: As Audit Chair, Davis oversees related‑person transaction reviews under Board policy. GRCE conducted financings in 2023 and 2025 involving entities affiliated with the independent Board Chair’s family and >5% shareholders; Audit Committee is responsible for approving/disapproving such transactions—oversight quality and documentation are key for investor confidence .
- Shareholder alignment safeguards: Company maintains a clawback policy for executive incentive pay and prohibits hedging by insiders; indemnification agreements and D&O insurance are in place—standard protections with limited direct impact on independent director alignment .
RED FLAG watch
- Related‑party financing exposure: Participation by entities affiliated with the Board Chair’s family in 2023 and 2025 private placements heightens sensitivity to conflicts; continued rigorous Audit Committee review (chaired by Davis) and transparent disclosure are critical. Monitor for future transactions, pricing terms, and recusal practices .
Additional notes
- No director stock ownership guidelines or pledging policy disclosures were identified in the proxy; hedging is explicitly prohibited .
- Say‑on‑pay is held annually, but director‑specific shareholder feedback is not separately disclosed; Compensation Committee (with Davis as member) engaged Pearl Meyer to review executive and director pay, with independence assessment completed .