Arthur Kirsch
LiquidiaAbout Arthur Kirsch
Independent director at Liquidia Corporation since June 2020; Audit Committee Chair and Compensation Committee member. Age 73. Former senior investment banking executive (Drexel Burnham Lambert; NatWest Securities; Vector Securities; GCA Global) and veteran public-company director in biopharma. Education: B.S., University of Rhode Island; MBA, Baruch College. Board has classified him as an “audit committee financial expert” and independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCA Global, LLC | Managing Director & Senior Advisor | Jun 2005 – Jun 2019 | Investment banking leadership |
| Vector Securities, LLC | EVP, Head of Research | May 1994 – May 2004 | Led equity research function |
| NatWest Securities Limited | President | Feb 1990 – May 1993 | Brokerage leadership |
| Drexel Burnham Lambert, Inc. | EVP, Head of Equity Division | Jun 1979 – Feb 1990 | Ran equity division |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Atea Pharmaceuticals (Nasdaq: AVIR) | Director | Feb 2025 – Present | Audit; Nominating & Governance member |
| Anavasi Diagnostics (private) | Director | Aug 2022 – Present | — |
| Kadmon Corporation (NYSE: KDMN) | Director (former) | May 2019 – Nov 2021 | — |
| Aralez Pharmaceuticals (Nasdaq: ARLZ) | Director (former) | Feb 2016 – May 2019 | — |
| Immunomedics (Nasdaq: IMMU) | Director (former) | Aug 2015 – Oct 2016 | — |
| POZEN (Nasdaq: POZN) | Director (former) | May 2004 – May 2015 | — |
Board Governance
- Independence: Board determined Kirsch is independent under Nasdaq standards and Rule 10A-3; also a non-employee director .
- Committees: Audit Committee Chair; member of Compensation Committee. Audit members: Bloch, Johnson, Kirsch (Chair), Singh. Compensation members: Bloch, Horobin (Chair), Rielly‑Gauvin, Kirsch .
- Financial expertise: Designated “audit committee financial expert” with required financial sophistication .
- Attendance: In 2024 the Board met 6 times; only Paul Manning was below 75%—no other director (including Kirsch) was below 75% attendance. Audit Committee met 5 times in 2024; Compensation Committee met 5 times in 2024 .
- Shareholder support: Re-elected June 20, 2024 with 35,036,687 votes “For” vs 724,210 “Withheld” (broker non-votes 19,308,637) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 77,500 | Board retainer $50,000; Audit member $10,000; Audit Chair +$10,000; Compensation member $7,500. Policy schedule confirmed in proxy . |
| 2023 | 55,000 | Director fees per policy at the time . |
| 2022 | 55,000 | Director fees per policy at the time . |
- Current Director Fee Policy (non-employee): Board member $50,000; Board Chair +$35,000; Audit member $10,000 (+$10,000 chair); Compensation member $7,500 (+$7,500 chair); Nominating & Governance member $5,000 (+$5,000 chair) .
Performance Compensation
| Year | Equity Type | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | RSUs | 250,009 | Vest on earlier of 1 year from grant or day prior to next AGM (time-based) | None (time-based only) |
| 2023 | Stock Options | 131,910 | 36 equal monthly installments; fully vested by year 3 | None (service-based) |
| 2022 | Stock Options | 73,874 | 36 equal monthly installments; fully vested by year 3 | None (service-based) |
- Structural shift: In January 2024, the Board replaced annual director option grants with $250,000 RSU grants that vest time-based—lower leverage vs options and more retentive; reflects a shift from options to RSUs for directors .
- Equity grant timing practices: Equity grants to independent directors occur after each annual shareholder meeting; committee states awards are not timed around MNPI disclosures .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Major holders on Board | David Johnson (Caligan Partners) and Paul B. Manning (PBM Capital) are directors; both entities engaged in financings with the Company (public offering September 2024 and private placement December 2024). No transactions disclosed involving Kirsch personally . |
| External board overlap | Kirsch serves on Atea Pharmaceuticals’ board and committees; no disclosed business with Liquidia . |
Expertise & Qualifications
- Capital markets and research leadership (Drexel, NatWest, Vector, GCA) applicable to audit oversight and transaction review .
- Public biopharma board experience (POZEN, Aralez, Kadmon, Immunomedics) supports sector-specific governance .
- Education: B.S. (URI); MBA (Baruch) .
- Audit Committee financial expert designation; all Audit members independent under heightened SEC/Nasdaq standards .
Equity Ownership
| Component | Shares |
|---|---|
| Common stock held directly | 2,000 |
| Trust holdings (Revocable Trust of Arthur S. Kirsch) | 30,000 |
| Options/RSUs exercisable/vesting within 60 days of Record Date | 169,568 |
| Total beneficial ownership | 201,568 (represents <1% of 85,448,787 shares outstanding) |
| Outstanding director equity (12/31/2024) | Options: 155,876; RSUs: 20,359 |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company stock without CFO pre-approval; no pledging disclosed for Kirsch in ownership footnotes .
Governance Assessment
-
Strengths:
- Proven independent audit leadership and “financial expert” designation; committee independence confirmed .
- Consistent attendance threshold met; no attendance concerns reported for 2022–2024 .
- Strong shareholder backing in 2024 re-election (35.0M “For” vs 0.72M “Withheld”) .
- Director pay structure blended cash + time-based equity; 2024 migration to RSUs reduces risk of option repricing pressures and aligns with prevailing governance norms .
-
Potential Watch Items:
- Board includes representatives of significant shareholders (Caligan, PBM); while common in small/mid-cap biopharma, it elevates sensitivity to related-party transactions—none disclosed involving Kirsch, but continued monitoring warranted .
- Director equity is purely time-based (no performance linkage); common for directors, but offers less explicit performance alignment vs PSUs. No director-specific performance metrics disclosed .
-
Say-on-Pay environment (context for governance risk): Shareholders approved NEO compensation by wide margins—2024: For 31,829,948; Against 3,823,031; 2025: For 44,393,482; Against 1,313,301—indicating supportive investor sentiment toward compensation governance during Kirsch’s audit chair tenure .
RED FLAGS
- None disclosed specific to Kirsch: no related-party transactions, no pledging/hedging issues, no attendance shortfalls, no legal proceedings noted in the proxy sections cited .
Appendices
Director Compensation Detail (Arthur Kirsch)
| Year | Fees Earned ($) | Equity Award Type | Equity Grant Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 77,500 | RSUs | 250,009 | 327,509 |
| 2023 | 55,000 | Options | 131,910 | 186,910 |
| 2022 | 55,000 | Options | 73,874 | 128,874 |
Outstanding Equity Awards (as of 12/31/2024)
| Instrument | Quantity |
|---|---|
| Stock Options | 155,876 |
| RSUs | 20,359 |
Election Results (Most Recent)
| Meeting Date | Proposal | For | Withheld/Against | Broker Non-Votes/Abstain |
|---|---|---|---|---|
| Jun 20, 2024 (Annual) | Elect Arthur Kirsch (Class III) | 35,036,687 | 724,210 | 19,308,637 |
Committee Charters and Activity
- Audit Committee: Oversees financial reporting, controls, auditor oversight, compliance, cybersecurity; 5 meetings in 2024; Kirsch as Chair; determined independent and financially literate; PwC independence reviewed and recommended 10-K inclusion .
- Compensation Committee: Reviews exec and director compensation; independent members include Kirsch; 5 meetings in 2024; used FW Cook as independent advisor .
Related Party Transactions (Context)
- 2024 Offering: PBM-affiliated fund (director Paul Manning) purchased ~$3.0M at the public price; 2024 Private Placement: Caligan (director David Johnson affiliate) purchased ~$10.0M. No transactions disclosed involving Kirsch .