Alfred Novak
About Alfred Novak
Alfred Novak (age 77 as of July 22, 2025) is an independent director of Pasithea Therapeutics (KTTA) serving since September 14, 2022. He brings CEO/CFO experience across medical devices and pharma, with board roles at LivaNova and Cyberonics, and holds an MBA from Wharton and a BS from the U.S. Merchant Marine Academy. He serves on all three KTTA board committees and chairs the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LivaNova plc (NASDAQ: LIVN) | Independent Director | Oct 2015 – Jun 2022 | Audit Committee and Compensation Committee member; Audit Committee Chair role referenced across LivaNova/Cyberonics tenure . |
| Cyberonics, Inc. (predecessor to LivaNova) | Independent Director | Jan 2007 – Oct 2015 | Audit and Compensation committees . |
| Dova Pharmaceuticals (NASDAQ: DOVA; acquired by SOBI) | Director | May 2017 – Nov 2019 | Chairman, Audit Committee; member, Nominating & Governance Committee . |
| Syntheon Cardiology (subsidiary of Syntheon LLC) | CEO | Apr 2014 – Apr 2015 | Early-stage cardiology device; co-founded Syntheon LLC . |
| Orbus Neich Medical Technologies | Board Chairman & CEO | 1998 – Jan 2014 | Built Hong Kong-based cardiology company; bio-engineered stent development . |
| Novoste Corporation (NASDAQ: NOVT) | Director & CEO | 2001 – 2005 | Radiation-based vascular company . |
| Biosense, Inc. (sold to J&J) | Director & CEO | 1996 – 1998 | 3-D imaging and electrophysiology; sold to Johnson & Johnson . |
| Cordis Corporation (acquired by J&J) | VP & CFO; Head Americas S&M; Strategic Planning | 1984 – 1996 | Cardiology products; finance and commercial leadership . |
External Roles
| Company | Status | Role / Committees |
|---|---|---|
| LivaNova plc | Prior (through Jun 2022) | Director; Audit & Compensation committees . |
| Dova Pharmaceuticals | Prior (through Nov 2019 acquisition) | Director; Audit Chair; Nominating & Governance . |
| Cyberonics, Inc. | Prior (through Oct 2015) | Director; Audit & Compensation committees . |
Board Governance
- Independence: The Board determined Novak is independent under Nasdaq rules .
- Classification: KTTA has a classified board; directors removable only for cause; board vacancies filled by board majority. The company notes the structure “may delay or prevent a change of control” .
- Committee assignments (FY2024):
- Audit Committee: Member; committee met 4 times in FY2024; all members independent per SEC/Nasdaq .
- Compensation Committee: Member; met 1 time in FY2024; all members independent/non-employee directors .
- Nominating & Corporate Governance Committee: Chair; met 1 time in FY2024; all members independent .
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board and assigned committee meetings; one director attended the 2024 annual meeting .
- Indemnification: KTTA maintains broad indemnification/limitation-of-liability provisions and officer/director indemnification agreements; no pending litigation naming directors for which indemnification is sought .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 8 | 5 |
| Director attendance threshold | ≥75% of Board + committees for each director | ≥75% of Board + committees for each director |
| Audit Committee meetings | n/a | 4 |
| Compensation Committee meetings | n/a | 1 |
| Nominating & Corporate Governance meetings | n/a | 1 |
Shareholder support for Novak’s election (recent meetings):
- 2023 Annual Meeting: For 11,369,003; Withheld 335,388; Broker non-votes 3,066,413 .
- 2025 Annual Meeting (Class II re-election, term to 2028): For 1,311,216; Withheld 27,319; Broker non-votes 2,156,581 .
Fixed Compensation
Director pay program highlights: annual retainer $50,000; +$10,000 per committee chair; Board Chair +$100,000; new directors eligible for 5,000 stock options vesting 50% after year 1 and 50% after year 2. Board may modify within plan limits . On Oct 24, 2025, Audit Chair cash retainer increased to $15,000; Board Chair cash reduced to $35,000 to conserve cash .
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 50,000 | — | — | 50,000 |
| 2024 | 60,000 (incl. $10k chair fee; $10k paid in 2025) | — | 31,463 | 91,463 |
Notes:
- 2024 options: 5,000 options at $8.13 grant-date price on Mar 1, 2024 .
- Aggregate options outstanding as of Dec 31, 2024: 10,000 (Novak) .
Performance Compensation
| Award Date | Instrument | Shares/Options | Exercise Price | Vesting | Source/Notes |
|---|---|---|---|---|---|
| Oct 24, 2025 | Stock Options | 42,913 | $0.715 | 100% vest at 1-year anniversary; accelerate on Change in Control per plan | 8-K (10/27/2025) |
| Mar 1, 2024 | Stock Options | 5,000 | $8.13 | Not specified for this grant; company policy describes 50%/50% annual vesting upon joining | DEF 14A 2025 |
| Oct 21, 2022 | Stock Options | 100,000 | Not listed in proxy; Form 4 filed | Form 4 award; option count subsequently subject to plan adjustments | SEC Form 4 link and Plan adjustment clause |
Compensation performance metrics (directors): None disclosed; director equity awards are time-based (no performance metrics). 2025 grant vests time-based at one year .
Other Directorships & Interlocks
| Company | Industry | Role | Overlap/Interlock Risk |
|---|---|---|---|
| LivaNova plc | Medical devices | Director; Audit & Compensation committees | No KTTA related-party dealings disclosed involving Novak . |
| Dova Pharmaceuticals | Biopharma | Director; Audit Chair; Nominating & Governance | No KTTA related-party dealings disclosed involving Novak . |
| Cyberonics, Inc. | Medical devices | Director; Audit & Compensation | No KTTA related-party dealings disclosed involving Novak . |
Related-party context: KTTA disclosed related-party transactions with PsychoGenics (tied to Dr. Leahy) and a consulting agreement with Prof. Steinman; none involve Mr. Novak . Company maintains a related-person transaction policy overseen by the Audit Committee .
Expertise & Qualifications
- Former CEO and CFO roles across medical device companies; active in M&A, product development, regulatory and commercialization .
- Audit committee leadership experience (Audit Chair at Dova; long-standing audit/comp committee service at LivaNova/Cyberonics) .
- Education: MBA, The Wharton School (Healthcare/Finance); BS, U.S. Merchant Marine Academy .
Equity Ownership
| As-of Date | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 29, 2024 | 2,500 | <1% | Company states no known pledging arrangements among named holders . |
| Jul 22, 2025 | 10,167 | <1% | Company again notes no known pledging arrangements . |
Options position:
- Options outstanding as of Dec 31, 2024: 10,000 (Novak) .
- New award Oct 24, 2025: 42,913 options at $0.715 (1-year cliff) .
- Plan permits equitable adjustments to awards for splits/recaps, which may affect counts over time .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Security | Qty | Price | Post-Trans Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| Sep 14, 2022 | Sep 20, 2022 | Form 3 | — | — | — | — | |
| Oct 21, 2022 | Oct 24, 2022 | Award | Stock Option | 100,000 | 0.00 | 100,000 | |
| Mar 1, 2024 | Mar 1, 2024 | Award | Stock Option | 5,000 | 8.34 | 5,000 | |
| Mar 1, 2024 | Apr 5, 2024 | Award (Amd) | Stock Option | 5,000 | 8.13 | 5,000 | |
| Jun 12, 2024 | Jun 14, 2024 | Award | Common Stock | 750 | 5.61 | 750 | |
| Jun 13, 2024 | Jun 14, 2024 | Award | Common Stock | 2,750 | 5.62 | 3,500 | |
| Oct 24, 2025 | Oct 27, 2025 | Award | Stock Option | 42,913 | 0.715 | 42,913 |
Source: Insider-trades skill (Form 3/4) with SEC links (more current than proxy).
Governance Assessment
-
Strengths
- Independence and broad financial oversight exposure; chairs KTTA’s Nominating & Governance and serves on Audit and Compensation, supporting board process and controls .
- Consistent attendance (≥75% threshold) and recent shareholder re-election with strong “For” votes in 2025 and 2023 .
- Pay structure tilts toward equity via options; 2025 grant vests time-based and aligns with longer-term value creation; limited cash cost amidst cash conservation .
-
Watch items / potential red flags
- Classified board, removal only for cause, and board-filled vacancies may entrench incumbents or delay change-in-control outcomes .
- Broad indemnification/limitation-of-liability provisions could reduce litigation deterrence, though they are standard for small-cap biotech .
- No explicit director stock ownership guidelines disclosed; beneficial ownership is modest (<1%), though option exposure adds alignment .
- Related-party transactions exist at the board level (Steinman consulting; PsychoGenics engagement tied to another director), but none involve Novak; continued audit oversight of RPT policy is important .
Citations: