Melissa Tosca
KIORA PHARMACEUTICALSAbout Melissa Tosca
Chief Financial Officer of Kiora Pharmaceuticals (KPRX) since July 1, 2024; previously Executive Vice President of Finance from September 13, 2022. Age 45; Certified Public Accountant; B.S. in Accounting, University of Arizona. Company-level performance during her tenure: net income of $3.6 million in 2024 and cumulative TSR value of initial $100 investment improving from -94 (2022) to -85 (2023) to -30 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neomorph | Executive Director of Finance & Corporate Treasurer | 2021–2022 | Managed finance and accounting functions |
| Omniome | Director of Finance & Accounting | 2017–2021 | Built finance/accounting infrastructure; managed operations |
| Caris Life Sciences | Director of Finance & Accounting; Director of FP&A; Sr. Director of Sales Ops | 2008–2017 | Led multiple finance/ops leadership roles |
| Ernst & Young; Clifton Gunderson | Audit Manager; Public Accounting | Early career | Public accounting foundation (CPA) |
External Roles
No current public company directorships or committee roles disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $85,385 | $304,479 | $323,627 |
| Target Bonus (%) | 25% (Offer Letter) | 25% (Offer Letter; in effect until CFO promotion) | 40% (CFO Agreement eff. 7/1/2024) |
| Actual Bonus Paid ($) | — | $20,000 | $113,265 |
| All Other Compensation ($) | — | — | $2,889 |
Notes:
- Base salary increased to $337,000 effective July 1, 2024 under CFO employment agreement; across-the-board COLA raised it to $347,110 effective January 1, 2025 .
- Bonuses are discretionary per board determination .
Performance Compensation
Equity Awards Granted (selected, grant-date details)
| Award Type | Grant Date | Units | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|
| Stock Options | 7/1/2024 | 15,239 | $4.35 | $61,259 |
Equity grant-timing disclosure: options granted on July 1, 2024 occurred the same day as an 8-K reporting certain board/executive/comp changes (Item 402(x) disclosure provided) .
Unvested Restricted Stock (as of 12/31/2024)
| Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|
| 10/21/2022 | 93 | $307 |
| 3/3/2023 | 178 | $587 |
| 9/29/2023 | 1,666 | $5,498 |
| 7/1/2024 | 7,620 | $25,146 |
Footnotes: pre-2024 RSU grants vest one-third annually over three years; the 9/29/2023 grants vest one-fourth at grant, one-fourth at first anniversary, remainder monthly over 24 months .
Stock Options Outstanding (as of 12/31/2024)
| Grant Date | Vested (#) | Unvested (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 10/21/2022 | 417 | 139 | $61.02 | 10/21/2032 |
| 3/3/2023 | 104 | 74 | $34.47 | 3/3/2033 |
| 9/29/2023 | 3,751 | 2,916 | $5.11 | 9/29/2033 |
| 7/1/2024 | — | 15,239 | $4.35 | (as filed; grant date shown) |
Footnotes: typical vest one-third at first anniversary, remainder monthly over 24 months; 9/29/2023 options vest one-fourth at grant, one-fourth at first anniversary, remainder monthly over 24 months .
Performance metrics/weightings tied to bonuses or equity are not disclosed; annual cash bonuses are discretionary .
Equity Ownership & Alignment
| As-Of Date | Shares Held | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| 3/15/2024 | 34,900 | 18,383 | 53,283 | <1% |
| 4/16/2025 | 21,371 | 5,229 | 26,600 | <1% |
Policies:
- Anti-hedging and anti-pledging: covered persons may not hedge, hold in margin accounts, pledge, or short company securities without advance approval .
- Clawback: awards under 2024 Equity Incentive Plan subject to the company’s Clawback Policy .
Overhang context (company-wide, as of 3/15/2024): 803,570 options outstanding (WAE $3.97), 216,788 unvested restricted shares/RSUs; board proposed 2024 Plan with a 5,000,000-share reserve and evergreen up to 4% per year .
Employment Terms
| Term | Detail |
|---|---|
| Initial appointment | EVP Finance effective September 13, 2022; principal accounting and financial officer |
| Offer Letter (EVP Finance) | Base salary $300,000; target bonus up to 25%; initial option grant 300,000 shares; vesting: one-third at 1-year, remainder monthly over 24 months |
| CFO employment agreement | Effective as of July 1, 2024 (agreement dated Jan 1, 2025): base salary $337,000; target bonus up to 40%; additional option grant; vesting one-third at 1-year, remainder monthly over 24 months; COLA increased base to $347,110 effective Jan 1, 2025 |
| Severance (no cause / good reason) | 6 months base salary; lump-sum equal to 0.5× maximum annual bonus; 6 months health/dental; accelerated vesting of the amount that would vest over 6 months; change of control: full acceleration of unvested equity |
| At-will employment | At-will; subject to Company policies and standard Employee Nondisclosure, Non-solicitation and Inventions Agreement |
| Clawback & equity timing practices | Clawback applies; equity grants generally approved in first four months of each fiscal year; 7/1/2024 grants disclosed under Item 402(x) due to proximity to material 8-K |
Investment Implications
- Pay-for-performance alignment: a large share of compensation is equity with multi-year vesting, discretionary cash bonuses, and a 40% target bonus post-CFO promotion; alignment further supported by anti-hedging/pledging and clawback policies .
- Change-of-control economics: single-trigger full acceleration of unvested equity on change-of-control; severance of 6 months base plus 0.5× max bonus—investors should account for potential dilution and accelerated vesting in M&A scenarios .
- Potential selling pressure: notable unvested RSUs (7,620 from 7/1/2024) and options (15,239 from 7/1/2024) follow standard one-year cliff with monthly vesting thereafter; watch trading windows around anniversaries for incremental supply risk .
- Governance and risk controls: insider trading policy restricts hedging/pledging; equity grant timing practices disclosed per 402(x); no disclosed related-party transactions involving Tosca; these reduce alignment risks and informational asymmetry .