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Erin Parsons

Director at KIORA PHARMACEUTICALSKIORA PHARMACEUTICALS
Board

About Erin Parsons

Erin Parsons (age 49) is an independent Class III director of Kiora Pharmaceuticals (KPRX) and Chair of the Compensation Committee; she has served on Kiora’s board since 2022 and holds a B.S. in Biology from Wake Forest University . She founded Parsons Medical Communications, an ophthalmic-focused scientific and strategic consulting agency, which she led from 2010 until its acquisition by Fingerpaint Group in September 2022, reflecting deep domain expertise in ophthalmology and commercialization strategy . She previously served on the board of Alimera Sciences (NASDAQ: ALIM) from December 2021 until its acquisition by ANI Pharmaceuticals in September 2024, adding retinal health market insight and public board experience . Kiora classifies Parsons as independent under Nasdaq rules, and her current board term expires at the 2027 annual meeting .

Past Roles

OrganizationRoleTenureCommittees/Impact
Parsons Medical Communications, LLCFounder; President (2010–Sep 2022); Managing Director through sale2010–2022Built ophthalmic-focused scientific and strategic advisory platform; acquired by Fingerpaint Group (Sep 2022)

External Roles

OrganizationRoleTenureNotes
Alimera Sciences, Inc. (NASDAQ: ALIM)DirectorDec 2021–Sep 2024Served until Alimera’s acquisition by ANI Pharmaceuticals (Sept 2024)

Board Governance

  • Independence: Kiora’s board deems all directors independent except the CEO (Brian Strem) and Aron Shapiro; Parsons is independent under Nasdaq rules .
  • Board classification and term: Kiora has a classified board; Parsons is a Class III director with term expiring at the 2027 annual meeting .
  • Committee assignments:
    • Compensation Committee: Chair (membership: Praveen Tyle, Lisa Walters‑Hoffert, and Erin Parsons; met 6 times in 2024) .
    • Nominating & Corporate Governance Committee: Member (Chair: David Hollander; members: David Hollander, Erin Parsons, Carmine Stengone; met once in 2024) .
  • Attendance: In 2024 the board met 5 times, and each director attended at least 75% of board and applicable committee meetings .
  • Executive sessions and leadership: Non‑employee directors meet regularly in executive sessions; the board is led by a non‑executive Chair (Praveen Tyle) separate from the CEO .

Fixed Compensation

  • Director cash program (structure):
    • $40,000 annual retainer for board service .
    • Committee fees: Audit member $10,000; Compensation member $7,500; Nominating & Governance member $5,000 .
    • Chair fees: Audit Chair $15,000; Compensation Chair $15,000; Nominating & Governance Chair $7,500 .
    • Non‑executive Board Chair/Lead Independent Director: $60,000 .
    • Pro‑rata reduction applies if attendance falls below 75% for the relevant body .
Director (2024)Cash Fees ($)Source
Erin Parsons45,000

Performance Compensation

  • Director equity program (structure):
    • Initial and annual non‑statutory option grants under the 2024 Equity Incentive Plan, with exercise price at grant-date fair market value, 10‑year term .
    • Initial grants: 1/3 vests at first anniversary, then monthly over 24 months; annual grants vest in full on the one‑year anniversary .
Director (2024)Option Award Grant-Date Fair Value ($)Notes
Erin Parsons11,173Aggregate grant-date fair value in 2024

Other Directorships & Interlocks

  • Current public company directorships: None disclosed (Alimera tenure ended Sept 2024) .
  • Compensation Committee interlocks: None; no KPRX executive served on another entity’s comp committee with a KPRX executive reciprocally serving on Kiora’s comp committee during the year .
  • Related-party transactions: None exceeding the lesser of $120,000 or 1% of average total assets since Jan 1, 2024; only standard compensation and indemnification arrangements disclosed .

Expertise & Qualifications

  • Ophthalmology sector depth: 10+ years leading an ophthalmic consulting firm advising small and large companies on scientific and strategic matters .
  • Public company board experience: Director at Alimera Sciences (retinal health) through its sale in 2024, adding transaction and governance exposure in related markets .
  • Academic credentials: B.S. in Biology, Wake Forest University .

Equity Ownership

HolderShares HeldOptions Exercisable within 60 DaysTotal Beneficial Ownership% Outstanding (as of 4/16/2025)
Erin Parsons5,260 1,471 6,731 <1% (starred per table note)

Additional equity context:

  • Options outstanding (non‑employee directors, as of 12/31/2024): Parsons had 3,249 options outstanding at year-end 2024 (aggregate count) .
  • Anti‑hedging/pledging: Insider Trading Policy prohibits hedging, short sales, and pledging/margining company securities absent advance approval .

Governance Assessment

  • Strengths

    • Independent director leading the Compensation Committee, with active committee cadence (6 meetings in 2024), signaling engaged oversight of pay and succession planning .
    • Relevant domain expertise in ophthalmology and prior public board experience enhances strategic oversight and industry connectivity .
    • Attendance at or above minimum thresholds across directors and committees, supporting board effectiveness .
    • Anti‑hedging/pledging policy strengthens alignment with long‑term shareholders .
    • No related‑party transactions or interlocks identified, reducing conflict risk .
  • Watch items

    • Director cash/equity mix for Parsons in 2024 was weighted toward cash (cash fees $45,000 vs. option value $11,173), which may modestly temper equity alignment relative to peers relying more on equity retainers; however, aggregate equity exposure is supported by outstanding director options and ongoing annual equity grants .
    • Beneficial ownership is below 1% of shares outstanding, typical for micro-cap boards but offering limited direct economic alignment absent robust equity retainer accumulation over time .
  • Red Flags

    • None identified in filings regarding related‑party dealings, hedging/pledging exceptions, option repricing, or attendance shortfalls .

Director Compensation Detail (Program Reference)

ComponentAmountNotes
Board annual retainer (Non‑employee)$40,000All independent directors
Audit Committee Chair$15,000Additional to retainer
Compensation Committee Chair$15,000Parsons’ role
Nominating & Governance Chair$7,500
Audit Committee Member (non‑chair)$10,000
Compensation Committee Member (non‑chair)$7,500
Nominating & Governance Member (non‑chair)$5,000Parsons’ role
Non‑Executive Board Chair/Lead Independent Director$60,000For chair role (currently Praveen Tyle)
Attendance AdjustmentPro‑rata reduction if <75% attendancePolicy applies to board/committees

Fixed Compensation (Erin Parsons, 2024)

YearCash Fees ($)Source
202445,000

Performance Compensation (Erin Parsons, 2024)

YearOption Awards – Grant-Date Fair Value ($)Notes
202411,173As reported in Director Compensation Table

Equity Ownership (Detail)

  • Beneficial ownership (as of April 16, 2025): 6,731 shares (5,260 shares held; 1,471 options exercisable within 60 days), less than 1% of shares outstanding .
  • Options outstanding at 12/31/2024 (non‑employee director aggregate): 3,249 options for Parsons .

Policies and Protections Relevant to Directors

  • Indemnification: Kiora provides indemnification to directors to the fullest extent under Delaware law and maintains D&O insurance; separate indemnification agreements are in place with directors .
  • Effect of indemnification: While protective for directors, these provisions can reduce derivative litigation likelihood and may impose costs on stockholders in adverse scenarios, consistent with standard public company practice .

Summary Signals for Investors

  • Parsons’ independence, chair role on the Compensation Committee, and ophthalmology specialization support governance quality and sector-relevant oversight .
  • No disclosed related‑party transactions, interlocks, or hedging/pledging exceptions; attendance meets board thresholds, collectively supportive of investor confidence .
  • Director pay structure combines cash and options; Parsons’ 2024 pay skews to cash with ongoing equity participation, aligning with Kiora’s director compensation program and vesting design .