Aron Shapiro
KIORA PHARMACEUTICALSAbout Aron Shapiro
Aron Shapiro (age 47) has served on Kiora’s board since April 2021. He is currently Vice President, Clinical Development and Regulatory Affairs at Veradermics and previously spent 25 years at Ora, Inc., where he held senior roles across clinical development/operations, global regulatory strategy, commercial, investments, and strategic partnerships; he holds a BS in Biological Chemistry from Bates College . The board has determined Mr. Shapiro is not independent under Nasdaq rules; only Dr. Strem (CEO) and Mr. Shapiro are non‑independent directors on the seven‑member board .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Ora, Inc. | Therapeutic Area Head; Chief Commercial Officer; leadership across clinical development/operations and global regulatory strategy; managed investments & strategic partnerships | 25 years (dates not individually specified) | Integral role in growth strategy through executive leadership; supported drug/device programs across modalities |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Veradermics | Vice President, Clinical Development & Regulatory Affairs | Not disclosed | Oversees Phase 3 program for androgenetic alopecia (male and female) |
Board Governance
- Board class and tenure: Class II director; term expires at the 2026 annual meeting; director since April 2021 .
- Independence: Not independent under Nasdaq rules; only Mr. Shapiro and CEO Dr. Strem are non‑independent; other five directors are independent .
- Committees: Not listed as a member of the Audit (1), Compensation (1), or Nominating & Corporate Governance (2) committees (committee memberships denoted next to directors; Mr. Shapiro has none) .
- Committee chairs: Audit—Lisa Walters‑Hoffert (chair); Compensation—Erin Parsons (chair); Nominating & Corporate Governance—David Hollander (chair) .
- Board leadership: Non‑executive Chairman is Praveen Tyle, Ph.D.; non‑employee directors meet regularly in executive sessions .
- Attendance: In 2024, the board met five times and each director attended at least 75% of board and applicable committee meetings .
- Anti‑hedging/pledging: Insider trading policy prohibits short sales, hedging, margin, or pledging of company stock without advance approval .
- Related‑party transactions: None reported since January 1, 2024 (above SEC thresholds) .
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $30,000 | Fees earned/paid in cash for board service |
Director cash retainer schedule (policy):
- $40,000 per year board retainer; committee and chair retainers: Audit chair $15,000; Compensation chair $15,000; Nominating & Governance chair $7,500; Audit member $10,000; Compensation member $7,500; Nominating & Governance member $5,000; Non‑executive chair/lead independent director $60,000; proportionate reduction if <75% attendance .
Performance Compensation (Director Equity)
| Year | Option Awards (Grant‑date FV, USD) | Outstanding Options at 12/31/2024 | Vesting/Terms |
|---|---|---|---|
| 2024 | $11,606 | 3,249 options | Director initial grants vest 1/3 at year 1, then monthly over 24 months; annual director grants vest in full at 1‑year; 10‑year max term . |
Kiora’s director equity program uses non‑statutory options at FMV on grant date; annual options determined by the board; initial grants follow 1/3 then 24‑month monthly vest; annual awards vest at one year .
Other Directorships & Interlocks
| Type | Company | Role | Period | Notes |
|---|---|---|---|---|
| Public company boards (current/past 5 yrs) | — | — | — | None disclosed in biography |
| Committee interlocks | — | — | — | Compensation Committee interlocks: none; no insiders on Comp Committee |
Expertise & Qualifications
- Clinical‑regulatory leadership across small/large molecules and devices in ophthalmology; commercial and business development experience; investment/partnership management .
- Education: BS, Biological Chemistry, Bates College .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Direct Shares | Options Exercisable within 60 Days | Notes |
|---|---|---|---|---|---|
| Aron Shapiro | 4,471 | <1% | 3,000 | 1,471 | As of April 16, 2025; percent based on 3,043,857 shares outstanding . |
Policy and practices:
- Anti‑hedging/pledging restrictions as noted above; any pledging requires advance approval .
- No related‑party transactions reported for 2024–2025 YTD .
Governance Assessment
- Independence concern (RED FLAG): Mr. Shapiro is one of two non‑independent directors on a seven‑member board. While the board retains an independent majority and independent committee chairs, his non‑independent status reduces the proportion of independent oversight and merits monitoring of potential ties or past relationships that could affect objectivity .
- Committee influence: He holds no committee assignments, limiting direct influence over audit, compensation, and nomination processes; mitigates risk of conflicts in key oversight areas but also limits engagement in governance workstreams .
- Attendance and engagement: Met the ≥75% attendance threshold in 2024, consistent with policy; overall board held five meetings, indicating manageable cadence for a small-cap biotech .
- Pay alignment: Director pay skews toward equity through option grants, which supports alignment with shareholders; 2024 cash fees of $30k and $11.6k in options appear modest vs. program maximums and peer norms for small-cap life sciences, with clear vesting alignment .
- Risk controls: Strong insider trading/anti‑hedging policy and absence of related‑party transactions reduce governance risk; executive sessions under a non‑executive chair bolster independent oversight .
Overall implication: The primary governance flag is non‑independence under Nasdaq rules; however, independent committee leadership, lack of committee roles for Mr. Shapiro, and no related‑party dealings mitigate immediate conflict risks. Continued monitoring of independence rationale and any evolving business relationships is warranted for investor confidence .