Leanne Kelly
About Leanne Kelly
Leanne Kelly (age 48) is Chief Financial Officer (principal financial and accounting officer) of GRI Bio, Inc., serving since the April 2023 closing of the merger with Vallon Pharmaceuticals; she brings 20+ years in life sciences and technology with a public accounting foundation, including CFO of Vallon (May 2021–Apr 2023), Controller and Executive Director of Global Financial Reporting at OptiNose (2016–2021), senior finance roles at Flower Orthopedics, Iroko Pharmaceuticals, and Genaera, and audit at KPMG; she holds a B.Sc. in Business Economics (Accounting) from Lehigh University and is a licensed CPA (inactive) in Pennsylvania . Her 2024 pay mix shifted toward higher fixed salary (mid-year increase) with cash bonuses based on “pre-established performance objectives”; the proxy does not disclose TSR, revenue growth or EBITDA growth linkages or targets for her incentive determinations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GRI Bio, Inc. | Chief Financial Officer | Apr 2023–present | Principal financial and accounting officer post-merger; investor relations and external reporting remit |
| Vallon Pharmaceuticals, Inc. | Chief Financial Officer | May 2021–Apr 2023 | Led finance through merger; multi-million financings; M&A diligence and support |
| OptiNose, Inc. | Controller & Executive Director, Global Financial Reporting | 2016–2021 | Oversaw global financial reporting at a specialty pharma company |
| Flower Orthopedics; Iroko Pharmaceuticals; Genaera Corporation | Senior finance roles (SVP Finance, Controller, CFO) | Not disclosed | Financial oversight, forecasting, analysis in private/public life sciences |
| KPMG LLP | Auditor | Early career | Public accounting foundation; audit experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Windtree Therapeutics, Inc. (NASDAQ: WINT) | Director | Jan 2025–present | Public biotech board service; governance and industry exposure |
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Performance Bonus ($) | Sign-on Bonus ($) | Retention Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|---|---|
| 2024 | $312,500 (Jan 1–Jul 31); increased to $384,300 (effective Aug 1) | 40% of then-current base salary | $76,860 | — | $50,000 retention paid Apr 21, 2024 | $143 (group term life) | Board awarded bonuses based on pre-established objectives |
| 2023 | $312,500 (per employment agreement at merger) | 20% first year, then 35% thereafter | $118,750 | $100,000 paid at closing (Apr 2023) | — | $9,367 (SIMPLE IRA match + group term life) | Option award granted Sep 26, 2023 (details below) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Annual performance bonus (cash) | Pre-established performance objectives (specific metrics not disclosed) | Not disclosed | 40% of base (2024); 20% first year then 35% thereafter (2023 schedule) | 2024: $76,860; 2023: $118,750 | Cash, paid after year-end |
| Legacy stock option (GRI Operations/Vallon conversions) | 30% performance milestone tranche (specific milestones not disclosed) | 30% of award | Not disclosed | Not disclosed | Performance vesting upon milestone satisfaction |
Equity Ownership & Alignment
| Reference Date | Beneficial Ownership (Shares) | % of Outstanding | Common Shares | Options/Warrants Exercisable within 60 Days |
|---|---|---|---|---|
| Dec 5, 2023 | 1,646 | <1% | 208 | 1,438 |
| Apr 22, 2024 | 233 | <1% | 29 | 204 |
| Aug 1, 2024 | 246 | <1% | 2 | 244 |
| Jan 1, 2025 | 341 | <1% | 2 | 339 |
| Jun 30, 2025 | 2,573 | <1% | — | 2,573 |
- Section 16 compliance: Company states all directors and officers complied with reporting requirements during 2024 .
- Stock ownership guidelines/pledging/hedging: Not disclosed in the proxies reviewed .
Equity Awards and Vesting
Outstanding Equity Awards at Fiscal Year-End (Dec 31, 2023)
| Award | Exercisable (#) | Unexercisable (#) | Performance Unearned (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|---|
| Option (May 14, 2021 start) | 11 | — | — | 9,991.80 | 5/14/2031 | 25% at 1st anniversary; 6.25% per quarter thereafter for 70%, remaining 30% performance-based |
| Option (Feb 15, 2022 start) | 4 | — | — | 15,369.90 | 2/15/2032 | Same schedule as above applies to time-based portion |
| Option (Sep 22, 2023 grant) | — | 915 | 915 | 138.32 | 9/22/2033 | 25% at 1st anniversary; 1/48 monthly thereafter for time-based portion |
Outstanding Equity Awards at Fiscal Year-End (Dec 31, 2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Option (Sep 22, 2023 grant) | 17 | 36 | 2,531.44 | 9/22/2023 | 25% at 1st anniversary; 1/48 monthly thereafter |
2025 Grants
- January 2025: 2,548 options to Ms. Kelly; all vested at grant (immediate vesting) .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Acceleration | Trigger |
|---|---|---|---|---|---|
| Termination without cause or resignation for good reason (non-CIC) | Base salary continuation for 9 months | Pro-rated bonus for year of termination based on full-year actuals (if employed ≥6 months) | Subsidized premiums for 9 months | Not specified for non-CIC | Non-CIC |
| Termination without cause or resignation for good reason within 1 year following a change in control (CIC) | Lump sum equal to 12 months base salary | Lump sum equal to 100% of target bonus (no proration) | Subsidized premiums for 12 months | Accelerated vesting of all awards; performance awards deemed at “target”; options remain outstanding for full term | Double-trigger (termination in CIC window) |
| Restrictive covenants | Non-competition and non-solicitation provisions (for executives other than CEO) | — | — | — | Employment agreements include NDA and IP assignment |
Additional governance on equity plan: A&R 2018 Plan prohibits award “repricing” without stockholder approval; plan administrator has broad CIC treatment discretion; share reserve mechanics detailed; annual increases capped; non-employee director compensation caps set .
Compensation Committee Analysis
- Committee composition: David Szekeres and Camilla V. Simpson (chair); both independent under SEC/Nasdaq rules .
- Consultant: Anderson Pay Advisors engaged in 2024 to review executive and director compensation; independence assessed with no conflicts found .
- Responsibilities: CEO comp determination (without CEO present), oversight of executive comp, administration of A&R 2018 Plan .
Investment Implications
- Alignment: Beneficial ownership remains <1% across periods, with holdings primarily in options; immediate vesting of 2,548 options in Jan 2025 reduces retention leverage from unvested equity and may modestly increase near-term liquidity/overhang if exercised, though the grant size is small relative to 2,496,800 shares outstanding .
- Pay-for-performance: Cash bonuses are linked to “pre-established performance objectives,” but specific metrics (e.g., TSR, revenue, EBITDA or ESG goals), weightings, and target difficulty are not disclosed—limiting transparency into pay-performance alignment .
- Retention and change-in-control protections: Non-CIC severance at 9 months base plus pro-rated bonus; CIC double-trigger of 1x base + 100% target bonus and full equity acceleration at target enhances downside protection, potentially diluting performance contingency upon a transaction .
- Governance quality: Compensation committee independence and use of an external consultant are positives; plan-level prohibition on repricing without shareholder approval mitigates a key red flag .
Net take: Low direct ownership and immediate vesting option grants temper incentive alignment, while robust CIC benefits provide retention but may reduce performance linkage in a sale; absent disclosed bonus metrics, monitoring Form 4 activity and future equity award structures will be critical to assess selling pressure and evolving alignment .