Lisa Walters-Hoffert
KIORA PHARMACEUTICALSAbout Lisa Walters-Hoffert
Independent director of Kiora Pharmaceuticals (KPRX) since July 2024; age 66 . Co-founder of Daré Bioscience and CFO of the surviving public company from July 2017 through January 2024; previously 25+ years as an investment banker at Roth Capital Partners (Managing Director, 2003–2015), Citicorp Securities (San José, Costa Rica), and Oppenheimer & Co. . Current nonprofit board service includes The Elementary Institute of Science; prior board roles include San Diego Venture Group, UCSD Librarian’s Advisory Board (Past Chair), and Planned Parenthood of the Pacific Southwest (Past Chair) . Education: B.S. in Management Sciences, magna cum laude, Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daré Bioscience, Inc. (Nasdaq: DARE) | Co-founder; CFO of public company post-merger | CFO through Jan 2024 | Led audit/compliance, valuation, equity finance; corporate strategy |
| Roth Capital Partners | Managing Director, Investment Banking | 2003–2015 | Small-cap tech/life sciences investment banking |
| Citicorp Securities (San José, Costa Rica) | Corporate finance/investment banking | Not disclosed | Capital markets experience |
| Oppenheimer & Co. | Corporate finance/investment banking | Not disclosed | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Elementary Institute of Science (San Diego) | Director (Board Member) | Current | Nonprofit governance |
| San Diego Venture Group | Director | Prior | Industry network engagement |
| UCSD Librarian’s Advisory Board | Past Chair | Prior | Academic advisory leadership |
| Planned Parenthood of the Pacific Southwest | Past Chair | Prior | Nonprofit leadership |
Board Governance
- Independence: Board determined all directors except CEO Brian Strem and Aron Shapiro are independent; Walters-Hoffert is independent .
- Tenure/Class: Class II director; term expires at 2026 annual meeting .
- Board/Audit/Compensation Activity and Roles:
- Audit Committee: Chair; members include Walters-Hoffert, Praveen Tyle, and Carmine Stengone; met five times in 2024; she is designated the “audit committee financial expert” and has requisite Nasdaq financial sophistication .
- Compensation Committee: Member; chaired by Erin Parsons; met six times in 2024 .
- Nominating & Corporate Governance Committee: Not a member; chaired by David Hollander; met once in 2024 .
- Attendance: The board held five meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
- Executive sessions: Non‑employee directors meet regularly; non‑executive chair role held by Praveen Tyle .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 5 | Oversight of financial reporting, internal controls, auditor independence/work, related party review, risk policies |
| Compensation | Member | 6 | CEO/NEO pay, director compensation, equity/benefit plan oversight, succession planning |
| Nominating & Corporate Governance | Not a member | 1 | Board/committee nominations, board effectiveness review, governance policy evaluation |
Fixed Compensation
| Component | Policy (Annual, USD) | 2024 Actual Cash Paid to Walters-Hoffert |
|---|---|---|
| Board member retainer | $40,000 | $15,625 (pro‑rated for service starting July 1, 2024) |
| Audit Committee chair fee | $15,000 | Included in total above (pro‑rated) |
| Compensation Committee member fee (non‑chair) | $7,500 | Included in total above (pro‑rated) |
| Meeting fees | None (no per‑meeting fees; attendance policy applies) | N/A |
| Attendance adjustment | Compensation reduced proportionally if attendance <75% | Not applicable; directors met ≥75% threshold |
Notes:
- 2024 director compensation for Walters‑Hoffert: Fees earned or paid in cash $15,625; total $19,208 .
Performance Compensation
- Annual director equity grants: Non‑statutory stock options; annual grants vest in full on the one‑year anniversary; initial grants for new directors vest one‑third on first anniversary and monthly thereafter for 24 months; option term up to 10 years; exercise price = FMV on grant date .
| Equity Item | 2024 Value (USD) | Vesting/Terms |
|---|---|---|
| Option awards (grant‑date fair value) | $3,583 | Annual grant; vesting per director program |
Outstanding options held by Walters‑Hoffert at FY‑end 2024: 1,778 options (aggregate outstanding) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed .
- Prior public company role: CFO of Daré Bioscience (public company) through January 2024 .
- Compensation Committee interlocks: None; no KPRX executive served on a board/comp committee of an entity with KPRX execs on its comp committee .
Expertise & Qualifications
- Recognized audit/finance leader: Audit committee financial expert designation; Nasdaq financial sophistication .
- Skills: Audit, compliance, valuation, equity finance, mergers, and corporate strategy .
- Background: 25+ years investment banking; biotech public company CFO .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 days | Ownership % |
|---|---|---|---|
| Lisa Walters‑Hoffert | 1,250 | None disclosed as exercisable within 60 days | <1% (*) |
Additional detail:
- Options outstanding at 12/31/2024: 1,778 (not necessarily exercisable within 60 days of 4/16/2025) .
- Anti‑hedging/pledging: Kiora’s policy prohibits hedging and pledging absent pre‑approval; short sales prohibited .
Governance Assessment
- Strengths for board effectiveness: Independent director with deep audit and capital markets expertise; audit chair and designated audit committee financial expert enhance financial oversight rigor . Active committee involvement (audit chair; compensation member) with documented committee activity (Audit: 5 meetings; Compensation: 6 meetings in 2024) supports engagement .
- Alignment and incentives: 2024 director pay pro‑rated (cash $15,625; option grant $3,583; total $19,208) reflecting mid‑year appointment; equity component creates alignment, though current personal ownership is modest (<1%) given recent appointment; annual director equity grants vest time‑based (no performance metrics), consistent with small‑cap biotech norms .
- Conflicts and related‑party exposure: Proxy discloses no related‑party transactions >$120,000 involving directors/officers in 2024–2025; audit committee oversees related‑party approvals, mitigating conflict risk .
- Attendance/engagement signals: Board held five meetings in 2024; all directors met the ≥75% attendance threshold (compensation policy penalizes below‑threshold attendance), supporting engagement discipline .
- Policies reducing red‑flag risk: Insider trading policy prohibits hedging/short sales and generally pledging without approval, reducing misalignment risk; separate non‑executive chair structure supports independent oversight .
RED FLAGS: None disclosed regarding related‑party transactions, option repricing, hedging/pledging, or attendance shortfalls; no compensation committee interlocks noted .