Brian Strem
KIORA PHARMACEUTICALSAbout Brian Strem
Brian M. Strem, Ph.D. (age 45) is President, Chief Executive Officer, and a director of Kiora Pharmaceuticals; he was appointed CEO on July 23, 2021. He holds a B.S. in bioengineering from Cornell University and a Ph.D. in biomedical engineering from UCLA . Kiora’s board maintains a split chair/CEO structure (non‑executive chair since Sept. 20, 2023), and Dr. Strem is not considered an independent director under Nasdaq rules . Pay-versus-performance disclosures show Kiora had net income of $3.6 million in 2024 (after losses in 2022–2023), while cumulative TSR values disclosed for 2022–2024 trended negative; in Q1 2025 the company reported a net loss of $2.2 million but highlighted a cash runway into late 2027 tied to pipeline milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bayon Therapeutics | Managing Director | Mar 2020–Oct 2021 | Co-founded Bayon; designed KIO‑301 (molecular photoswitch) later acquired by Kiora (Oct 2021) . |
| Okogen, Inc. | Co‑founder; CEO | May 2015–Jul 2021 | Built ophthalmic anti‑viral program; continues to influence vision disease strategy . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Okogen, Inc. | Board Director | 2015–present (as disclosed) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (current/base) |
|---|---|---|---|---|
| Base Salary ($) | 400,000 | 416,000 | 489,558 | 586,070 (effective Jan 1, 2025; COLA on Mar 4, 2025) |
| Target Bonus (% of salary) | 50% | 50% | 55% (increased effective Jul 1, 2024) | 55% (unchanged from 2H24) |
| Actual Annual Bonus ($) | 64,932 | 170,000 | 268,787 | — |
Notes:
- 2024 and 2023 bonuses were discretionary under the board’s authority; no formulaic metrics were disclosed .
Performance Compensation
Annual Cash Incentive Design
| Plan year | Metric design | Weighting | Target | Actual | Payout form |
|---|---|---|---|---|---|
| 2023–2024 | Discretionary annual cash bonus; no specific performance metrics disclosed | — | — | $170,000 (2023); $268,787 (2024) | Cash |
Equity Awards Granted (Recent)
| Award type | Grant date | Shares/Options | Exercise price ($/sh) | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|---|
| Stock options | Jul 1, 2024 | 31,259 | 4.35 | 125,658 | 1/3 on 1‑yr anniversary; remainder monthly over next 24 months |
| Stock options | Sep 29, 2023 | 9,375 (vested) / 7,292 (unvested) | 5.12 | — | 1/4 on grant, 1/4 at 1‑yr; remainder in 24 equal monthly installments |
| Stock options | Mar 3, 2023 | 672 (vested) / 484 (unvested) | 34.47 | — | 1/3 at 1‑yr; remainder monthly over next 24 months |
| Stock options | Oct 21, 2022 | 1,502 (vested) / 582 (unvested) | 61.02 | — | 1/3 at 1‑yr; remainder monthly over next 24 months |
| RS/RSU | Jul 1, 2024 | 15,629 | — | — | 1/3 each year over 3 years |
| RS/RSU | Sep 29, 2023 | 4,166 | — | — | 1/4 on grant; then 1/4 each anniversary for 3 years |
| RS/RSU | Mar 3, 2023 | 1,156 | — | — | 1/3 each year over 3 years |
| RS/RSU | Oct 21, 2022 | 463 | — | — | 1/3 each year over 3 years |
Additional grant-timing disclosure: The company flagged Item 402(x) because the 7/1/2024 option grants coincided with a same‑day 8‑K on board/executive/compensation changes; the immediate post‑MNPI price change was +5.71% .
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 16, 2025): 60,711 shares held directly/indirectly; 14,608 options exercisable within 60 days; “<1%” of outstanding shares (3,043,857 shares outstanding). All current officers/directors as a group held 148,319 shares (0.05%) .
- Outstanding equity (selected option lots, Dec 31, 2024): 31,259 unvested options @ $4.35 (7/1/24); 7,292 unvested @ $5.12 (9/29/23), plus earlier lots at higher strikes; see table above for vest schedules .
- RS/RSU unvested (Dec 31, 2024): 15,629 (7/1/24), 4,166 (9/29/23), 1,156 (3/3/23), 463 (10/21/22) .
- Anti‑hedging/pledging policy: Covered persons may not hedge, short, hold on margin, or pledge company stock without advance approval of the policy compliance officer .
- Director pay: As CEO, Strem receives no additional cash/equity for board service .
Vesting overhang and potential supply:
- The 7/1/2024 grants (15,629 RS and 31,259 options) begin vesting on 7/1/2025 (RS: ~5,210 shares per year; options: ~10,420 options on 12‑month cliff then monthly thereafter), creating recurring vest events through mid‑2027 .
Employment Terms
- Employment agreement date: July 22, 2021; initial base salary $400,000; initial target bonus 50% of salary; salary increased to $416,000 (Jan 1, 2023), to $569,000 (Jul 1, 2024), and $586,070 effective Jan 1, 2025 via COLA (approved Mar 4, 2025). Target bonus increased to 55% effective Jul 1, 2024 .
- Severance (current terms): If terminated without Cause or he resigns for Good Reason, he is eligible for 12 months base salary, a lump‑sum equal to 100% of his maximum eligible annual bonus for the year of termination, up to 12 months of COBRA premiums, and 12 months’ acceleration of unvested equity .
- Change in Control: Upon a Change in Control, all unvested stock options and restricted stock fully vest and become immediately exercisable (single‑trigger vesting) .
- Clawback: Awards under the 2024 Equity Plan are subject to the company’s clawback policy; minimum 1‑year vesting standard; no repricing without shareholder approval .
- Company‑wide CIC Severance Plan provides benefits for employees other than executive officers; no excise tax gross‑ups; reduction mechanics apply under IRC 280G .
Board Governance
- Board/committee roles: Director since July 2021; not independent; not listed as a member of audit, compensation, or nominating/governance committees (committee seats are held by independent directors) .
- Leadership structure: Non‑executive Chair (Praveen Tyle, Ph.D.) since Sept. 20, 2023; independent directors meet regularly in executive session; board affirms separation of Chair/CEO is in shareholders’ best interests at this time .
- Attendance: During 2024, the board met five times and each director attended at least 75% of board and committee meetings .
- Director compensation policy summarized; CEO receives no additional director compensation .
Performance & Track Record
- 2024 pay-versus-performance: Kiora disclosed “Compensation Actually Paid” to the CEO of $948,827 for 2024 with net income of $3.6 million and cumulative TSR table values indicated as (94), (85), and (30) for 2022–2024, respectively (as presented in proxy) .
- Q1 2025 update: Reported net loss of $2.2 million; cash/short-term investments $24.1 million; projected cash runway into late 2027. Initiating/enrolling Phase 2 trials: KLARITY (KIO‑104) and ABACUS‑2 (KIO‑301); continuing functional endpoint validation work for KIO‑301 .
Director Service, Committees, Independence, and Dual-role Considerations
- Board service history: Class I director; term subject to re‑election in 2025 proxy; board deems Strem not independent (as an executive) .
- Committee roles: Not listed on Audit, Compensation, or Nominating/Corporate Governance committees (which are composed of non‑employee directors) .
- Dual‑role implications: CEO is not Chair; board cites that separating roles improves effectiveness and oversight; independent Chair provides feedback from executive sessions to the CEO .
Related Party Transactions (governance red flags)
- In Dec 2023, Kiora issued $0.5 million in Bayon Therapeutics milestone payments to former Bayon shareholders including Dr. Strem (Bayon was acquired by Kiora in Oct 2021) .
- For 2024 onward, the 2025 proxy states no related party transactions above the disclosure threshold other than compensation arrangements .
Compensation Structure Analysis (alignment, risk, and trends)
- Mix shift and increases: CEO salary rose from $416,000 (2023) to $489,558 (2024), with a target bonus increase to 55% effective 2H24 and 2024 discretionary bonus of $268,787. Total reported comp rose to $954,883 in 2024 (stock awards $67,986; option awards $125,658) .
- Equity strategy: Ongoing use of time‑based options/RS grants with standard 3‑year vesting (and a special 9/29/23 schedule) indicates retention‑focused awards rather than performance stock units; no PSU metrics disclosed .
- Option grant timing: The 7/1/2024 option grants triggered Item 402(x) disclosure because they coincided with material 8‑K filings; the immediate price change reported was +5.71%, which investors may scrutinize for optics even though the company states it does not time grants to MNPI .
- Governance safeguards: 2024 Plan introduced a clawback requirement, minimum vesting, and prohibits option repricing without shareholder approval—reducing incentive to take excessive risk and guarding shareholder interests .
Equity Ownership & Pledging (skin‑in‑the‑game)
| Holder | Shares held | Options exercisable ≤60 days | % Outstanding |
|---|---|---|---|
| Brian M. Strem, Ph.D. | 46,103 | 14,608 | <1% (3,043,857 sh o/s) |
| All officers/directors (9) | 109,623 | 38,696 | 0.05% |
Policy: Hedging, short sales, margin accounts, and pledging are prohibited absent advance approval under the insider trading policy .
Employment Terms – Severance & CIC Economics (CEO)
| Trigger | Cash severance | Bonus | Benefits | Equity |
|---|---|---|---|---|
| Termination without Cause or for Good Reason | 12 months base salary | Lump-sum equal to 100% of maximum eligible bonus for the termination year | Company‑paid COBRA up to 12 months | 12 months’ acceleration of unvested equity |
| Change in Control (regardless of termination) | — | — | — | Full acceleration (single‑trigger) of all unvested stock options and restricted stock |
Definitions of “Cause” and “Good Reason” are standard and enumerated in the agreement .
Investment Implications
- Alignment and retention: The CEO’s compensation increasingly ties to time‑based equity; however, the absence of disclosed performance‑conditioned equity (e.g., PSUs with revenue/TSR metrics) limits explicit pay-for-performance linkage. Anti‑hedging/pledging rules and a meaningful unvested equity overhang from 2023–2024 awards support retention and some alignment .
- Potential selling pressure: 7/1/2024 grants introduce cliff vesting and subsequent monthly vesting through mid‑2027; investors should monitor 7/1 anniversaries and monthly drips for incremental supply .
- Governance: Separation of Chair/CEO, independent committees, and clawback/min‑vesting/repricing prohibitions are positives. Single‑trigger CIC acceleration for the CEO is shareholder‑unfriendly relative to double‑trigger market norms and may elevate deal‑related payout optics .
- Performance context: 2024 profitability and extended cash runway de‑risk near‑term financing, but 2022–2024 cumulative TSR values disclosed were negative and Q1 2025 reverted to loss as collaboration revenue normalized, underscoring the importance of 2025–2026 clinical milestones on value creation and future pay outcomes .