Carmine Stengone
KIORA PHARMACEUTICALSAbout Carmine Stengone
Carmine Stengone, 49, is an independent Class I director of Kiora Pharmaceuticals (KPRX), serving since August 2023. He is President, Chief Executive Officer, and a director of Contineum Therapeutics, Inc. (Nasdaq: CTNM). He holds an MBA from Cornell’s Johnson Graduate School of Management, an M.S. in Chemistry from Duke University, and a B.S. in Chemistry from Wake Forest University. He is nominated for re‑election at the 2025 Annual Meeting to serve through 2028 if elected.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon BioVentures Accelerator (formerly COI Pharmaceuticals) | Senior Vice President, Business Development; investment committee member | — | Helped co‑found six biopharma companies |
| Avelas Biosciences, Inc. | President & CEO | — | Led company formation/operations (private) |
| Afraxis Holdings, Inc. | Vice President, Corporate Development | — | Strategic transactions/spin‑out work |
| Afraxis, Inc. | Co‑founder & CEO | — | Spin‑out leadership from Afraxis Holdings |
| Phenomix Corporation | Various roles | — | Corporate roles (earlier career) |
| Anadys Pharmaceuticals, Inc. (Nasdaq: ANDS) | Various roles | — | Corporate roles (earlier career) |
| Johnson & Johnson (Nasdaq: JNJ) | Various roles | — | Corporate roles (earlier career) |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| Contineum Therapeutics, Inc. | CTNM | President, CEO & Director | Public company directorship/operating role |
Board Governance
- Independence: The board determined all directors except the CEO (Dr. Strem) and Aron Shapiro are independent; Stengone is independent under Nasdaq rules.
- Board structure: Non‑executive chair (Praveen Tyle); independent directors meet in executive session. Board held five meetings in 2024. Each director attended at least 75% of board and committee meetings.
- Classified board: Class I (Strem, Stengone) up in 2025; if re‑elected, term through 2028.
| Committee | Stengone Role | Chair | 2024 Meetings | Key Mandate |
|---|---|---|---|---|
| Audit | Member | Lisa Walters‑Hoffert | 5 | Financial reporting, ICFR, auditor oversight, related‑party review |
| Nominating & Corporate Governance | Member | David Hollander, MD, MBA | 1 | Board composition, evaluations, governance policies |
| Compensation | Not a member | Erin Parsons | 6 | Exec/director pay, equity plans, succession |
Fixed Compensation
- Director cash policy: $40,000 annual board retainer; audit chair $15,000; comp chair $15,000; nom‑gov chair $7,500; committee member retainers: audit $10,000, comp $7,500, nom‑gov $5,000; fees are reduced proportionally if attendance is below 75%. No meeting fees disclosed.
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $41,250 | As reported in Director Compensation Table |
Performance Compensation
- 2024 equity: Option award grant‑date fair value $6,690. Annual grants vest in full after one year; initial grants vest one‑third after 1 year, then monthly over 24 months; options have 10‑year max term, strike at grant‑date fair value.
| Year | Equity Type | Grant-date Fair Value (USD) | Vesting/Terms |
|---|---|---|---|
| 2024 | Stock options | $6,690 | Annual non‑employee director option; 1‑year vest; 10‑year term; FMV strike |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company board(s) | Contineum Therapeutics, Inc. (CTNM) – CEO & Director |
| Compensation committee interlocks | None disclosed for KPRX; current Comp Committee members do not have interlocks and Stengone is not on Comp. |
| Related party transactions | None reported since Jan 1, 2024 involving any director or related persons. |
Expertise & Qualifications
- 20+ years of life science leadership including founding, financing, and BD execution across multiple companies. MBA (Cornell), M.S. Chemistry (Duke), B.S. Chemistry (Wake Forest).
Equity Ownership
| Holder | Shares Held | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Carmine Stengone | 1,250 | 889 | 2,139 | <1% |
| Options outstanding (all, FY‑end) | — | — | 2,667 options outstanding (aggregate) | — |
| Shares outstanding (record date) | 3,043,857 | — | — | — |
Policy and controls:
- Insider trading policy requires pre‑approval; prohibits hedging, short sales, and pledging/margin accounts absent advance approval. No pledging by Stengone disclosed.
Governance Assessment
- Strengths: Independent status; service on Audit and Nominating & Governance aligns with his financing/BD background; audit committee met 5x in 2024, suggesting active oversight; board reports each director attended at least 75% of meetings.
- Alignment: Receives standard non‑employee director equity (options) with vesting that encourages tenure; beneficial ownership includes directly held shares and vested options; anti‑hedging/anti‑pledging policy reduces misalignment risk.
- Compensation reasonableness: 2024 director pay shows modest equity with majority cash, consistent with KPRX’s stated director pay framework.
- Conflicts/related‑party: No related‑party transactions disclosed; not on Compensation Committee and no interlocks disclosed. Note his concurrent CEO/director role at CTNM; no KPRX disclosures indicate transactions with CTNM.
RED FLAGS: None disclosed in the proxy regarding related‑party transactions, hedging/pledging, or attendance shortfalls. Monitor ongoing time‑commitment risk given external CEO role and any future transactions between KPRX and CTNM.