Praveen Tyle

About Praveen Tyle

Praveen Tyle, Ph.D., age 65, is Kiora Pharmaceuticals’ non-executive Chairman of the Board (since September 20, 2023) and has served as a director since June 2008, bringing over 40 years of pharmaceutical industry leadership across R&D, manufacturing, quality, business development, and operations . He holds a Ph.D. in pharmaceutics and pharmaceutical chemistry from The Ohio State University and a B.S. in Pharmacy (honors) from the Institute of Technology, Banaras Hindu University, India .

Past Roles

External Roles

Board Governance

• Role and independence: Non-executive Chairman; the board classifies Dr. Tyle as independent under Nasdaq rules (only CEO Brian Strem and Aron Shapiro are non-independent) .
• Board leadership: Non-employee directors meet regularly in executive sessions; as Chairman, Dr. Tyle facilitates independent director discussions and provides feedback to the CEO .
• Attendance and engagement: In 2024, the board met five times, and each director attended at least 75% of board and committee meetings for which they were a member .
• Committee memberships (2024): Audit Committee (member; chair: Lisa Walters‑Hoffert, designated audit committee financial expert), Compensation Committee (member; chair: Erin Parsons); not on Nominating & Corporate Governance .
• Committee activity (2024): Audit (5 meetings), Compensation (6), Nominating & Corporate Governance (1) .
• Classified board: Tyle is a Class II director; term expires at the 2026 annual meeting .

Fixed Compensation

• Structure (non-employee directors):

  • Base director cash retainer: $40,000/year .
  • Non-executive Chairman retainer: $60,000/year .
  • Committee cash retainers: Audit member $10,000; Compensation member $7,500; Nominating member $5,000; Committee chairs: Audit $15,000; Compensation $15,000; Nominating $7,500 .
  • Attendance policy: Cash amounts reduced proportionally if a director attends fewer than 75% of applicable meetings .

• Actual 2024 compensation for Dr. Tyle: | Component | 2024 Amount | |---|---| | Cash fees | $60,625 | | Option awards (grant-date fair value) | $10,264 | | Total | $70,889 |

Performance Compensation

• Director equity program: Non-employee directors receive non-statutory stock option grants (initial and annual) with exercise price at grant-date fair market value; annual grants vest in full on the one-year anniversary; initial grants vest one-third at the first anniversary then monthly over 24 months; 10-year maximum term .
• 2024 equity for Dr. Tyle: Option award grant-date fair value $10,264 .

No performance metrics are used for director equity; awards are time-vested per program design .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no Kiora executive served on another company’s board/compensation committee with reciprocal service in 2024 .
• Related-party transactions: None since January 1, 2024 exceeding the lesser of $120,000 or 1% of assets; only standard compensation arrangements are disclosed .

Expertise & Qualifications

• Deep R&D and operating expertise (40+ years), including senior roles at Lexicon (EVP R&D), Novartis Consumer Health (Global Head BD&L and R&D), USP (EVP/CSO), and CEO roles at Osmotica and Invectys, supporting governance on pipeline strategy, BD, and risk oversight .
• Academic credentials: Ph.D. in pharmaceutics & pharmaceutical chemistry (Ohio State); B.S. Pharmacy (IT-BHU) .
• Audit financial expert designation on the committee is held by Lisa Walters‑Hoffert (not Dr. Tyle) .

Equity Ownership

• Anti-hedging/pledging: Policy prohibits hedging; prohibits holding in margin accounts or pledging company securities absent advance approval; short sales are prohibited .
• Pledged shares: None disclosed .
• Director stock ownership guidelines: Not disclosed in the proxy .

Governance Assessment

• Positives

  • Independent, non-executive Chairman enhances board oversight; independent of management under Nasdaq rules .
  • Active committee service (Audit and Compensation) with strong committee activity in 2024; board and committee attendance at least 75% indicates engagement .
  • No related-party transactions and explicit anti-hedging/pledging policy reduce conflict risk and align governance practices with investor expectations .
  • Director compensation is modest and includes equity, aligning interests while limiting cash-heavy structures; 2024 total $70,889 with $10,264 equity .

• Watch items / RED FLAGS

  • Workload and potential overboarding risk: Concurrent CEO role at Orion Biotechnology and multiple external directorships could constrain bandwidth, though no related-party transactions are disclosed (monitor time-commitment disclosures and meeting attendance) .
  • As Chairman and member of both Audit and Compensation Committees, influence is concentrated; while compliant and independent, investors may prefer dispersion of oversight roles; note committee chairs are other directors and audit financial expert is Walters‑Hoffert .
  • Ownership is relatively small (~0.21% of outstanding), typical for micro-cap directors but implies limited “skin in the game”; absence of disclosed director ownership guidelines reduces formal alignment mechanisms .

• Additional context

  • Board meetings (5) and regular executive sessions signal active governance; classified board structure persists, which can entrench incumbency but is common in small-cap biotech .
  • Compensation Committee interlocks: none, reducing pay-setting conflicts .
  • Director fee program includes attendance clawback (proration under 75% attendance), reinforcing accountability .