Damian deGoa
LiquidiaAbout Damian deGoa
Damian deGoa, 46, is an independent Class III director of Liquidia, serving on the board since December 2020. He previously served as Liquidia’s CEO (Dec 2020–Jan 2022), was COO at Ottawa Avenue Private Capital (Jan 2022–Jul 2024), led RareGen (now Liquidia PAH) as CEO (Sep 2018–Nov 2020), and earlier held investment and operating roles at PBM Capital and operating/BD roles at Perrigo; he holds a BA (University of Michigan) and an MBA in Finance (DePaul University) . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liquidia Corporation | Chief Executive Officer | Dec 2020 – Jan 2022 | Led company during pivotal commercialization and treprostinil commercialization experience cited in board qualifications . |
| Ottawa Avenue Private Capital | Chief Operating Officer | Jan 2022 – Jul 2024 | Oversaw operations at private capital firm . |
| RareGen, LLC (Liquidia PAH) | Chief Executive Officer & Director | Sep 2018 – Nov 2020 | Led rare disease commercial entity prior to acquisition by Liquidia . |
| PBM Capital Group, LLC | Managing Director | Dec 2012 – Sep 2018 | Led portfolio investments, divestments, and operations . |
| Breas Medical Group | Chief Executive Officer; Director | CEO: Apr 2015 – Apr 2017; Director: Mar 2017 – Feb 2020 | Led device company through sale to Fosun Pharma (Mar 2017) and continued as director . |
| Perrigo Company | Head, International BD; Divisional Finance Lead (Nutrition); Director, Corporate Dev & Rx BD | Aug 2007 – Dec 2012 | Corporate development and international BD leadership . |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Breas Medical Group | Director | Private | Mar 2017 – Feb 2020 |
| — | No current public company directorships disclosed for past five years | — | — |
Board Governance
- Independence: Independent director under Nasdaq standards; non‑employee as of proxy date .
- Class/Term: Class III director; term continues until 2027 annual meeting .
- Committee assignments: Not listed as a member of Audit (Bloch, Johnson, Kirsch, Singh), Compensation (Bloch, Horobin, Rielly‑Gauvin, Kirsch), or Nominating & Corporate Governance (Bloch, Rielly‑Gauvin, Manning, Singh) .
- Attendance: Board met 6 times in 2024; other than Paul B. Manning, no director (including deGoa) attended fewer than 75% of board and applicable committee meetings .
- Board leadership: Chair is Dr. Stephen Bloch; CEO and Chair roles are separated, with risk oversight primarily via the Audit Committee .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $50,000 | Standard non‑employee director cash retainer . |
| Committee retainers (member/chair) | $10,000 Audit; $7,500 Comp; $5,000 NCG; Chairs +$10,000, +$7,500, +$5,000, respectively | Policy levels; deGoa’s 2024 cash fees totaled $50,000 (no incremental committee/chair fees disclosed) . |
| 2024 Cash actually paid (deGoa) | $50,000 | Reported in 2024 director compensation table . |
Performance Compensation (Director)
| Instrument | 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $250,009 | Vest on earlier of 1-year anniversary of grant or day prior to next annual meeting | Policy targets $250,000 in RSUs annually; deGoa received $250,009 grant-date fair value in 2024 . |
| Options (outstanding, not a 2024 grant) | See Outstanding Awards table below | N/A (existing awards with their own schedules) | Not newly granted in 2024 to directors per table; see equity awards held as of 12/31/24 . |
- Performance metrics: Annual director RSUs are time‑based (no performance metrics); vesting schedule per policy above .
Other Directorships & Interlocks
- Current public boards: None disclosed for deGoa in the last five years .
- Network ties on LQDA board: Paul B. Manning (CEO of PBM Capital) is a director; deGoa was previously Managing Director at PBM Capital (2012–2018) .
- Capital transactions by other directors/affiliates: 2024 public offering participation by fund affiliated with director Paul B. Manning (~$3.0m); Dec 2024 private placement to funds managed by Caligan (affiliate of director David Johnson) for ~$10.0m .
Expertise & Qualifications
- Core credentials: Broad experience in healthcare product development and commercialization, including treprostinil, cited by the board as qualifications; BA (Economics & Philosophy), University of Michigan; MBA (Finance), DePaul University .
- Governance competence: Prior CEO and director roles across multiple healthcare companies .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,498,770 shares | As of record date; includes shares and derivative securities exercisable/vesting within 60 days . |
| Ownership as % of outstanding | 1.7% | Based on 85,448,787 shares outstanding (record date) . |
| Common shares held directly | 47,716 shares | Portion of beneficial ownership . |
| Options/RSUs (currently exercisable or vesting within 60 days) | 1,451,054 shares | Portion of beneficial ownership . |
| Outstanding awards held (12/31/2024) | Options: 1,437,362; RSUs: 20,359 | Non‑employee director awards outstanding as of YE 2024 . |
| Hedging/Pledging | Prohibited (hedging) and pledging restricted without CFO pre‑approval under Insider Trading Policy | Company policy; no pledging by deGoa disclosed . |
Recent Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-20 | 2025-06-17 | A (Award) | 18,396 | 86,471 | https://www.sec.gov/Archives/edgar/data/1819576/000110465925061186/0001104659-25-061186-index.htm |
| 2024-06-24 | 2024-06-20 | A (Award) | 20,359 | 68,075 | https://www.sec.gov/Archives/edgar/data/1819576/000110465924074469/0001104659-24-074469-index.htm |
Governance Assessment
- Board effectiveness and independence: deGoa is independent, with attendance at or above 75% in 2024, and holds a non‑executive role without standing committee assignments; overall board oversight is reinforced by a separate Chair (Dr. Bloch) and CEO structure with risk oversight via the Audit Committee .
- Ownership alignment: Meaningful equity exposure through outstanding options/RSUs and direct holdings; anti‑hedging/pledging policy supports alignment; director equity grants are time‑based (not performance‑based), typical for small/mid‑cap biotech boards .
- Compensation structure: 2024 mix was $50,000 cash retainer and $250,009 RSUs, a standard cash/equity blend; absence of meeting fees and modest cash retainer limit cash bias, but lack of performance conditions on director equity is common and not necessarily a red flag in governance norms .
- Potential conflicts/interlocks: Prior PBM Capital employment alongside current director Paul B. Manning (PBM CEO) creates a perceived network tie; transactions during 2024 involved affiliates of other directors (Manning via fund; Johnson via Caligan) but no deGoa‑specific related‑party transactions were disclosed .
- RED FLAGS: None explicit tied to deGoa. Watchpoints include historical PBM network ties on the board and significant option overhang embedded in beneficial ownership (common in biotech, but worth monitoring for exercises/vesting cadence) .
Director Compensation (2024 Detail)
| Name | Fees Earned or Paid in Cash ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Damian deGoa | 50,000 | 250,009 | 300,009 |
Outstanding Director Equity Awards (as of 12/31/2024)
| Name | Option Awards (shares) | RSU Awards (shares) |
|---|---|---|
| Damian deGoa | 1,437,362 | 20,359 |
Board Committee Structure (for context)
- Audit Committee: Members – Bloch, Johnson, Kirsch (Chair), Singh; 5 meetings in 2024 .
- Compensation Committee: Members – Bloch, Horobin (Chair), Rielly‑Gauvin, Kirsch; 5 meetings in 2024; FW Cook engaged as consultant in 2024 .
- Nominating & Corporate Governance Committee: Members – Bloch (Chair), Rielly‑Gauvin, Manning, Singh; 4 meetings in 2024 .
Policies Relevant to Governance Risk
- Anti‑Hedging/Anti‑Pledging: Prohibits hedging; pledging requires CFO approval .
- Clawback: Policy adopted Nov 2, 2023 per Nasdaq standards for incentive‑based comp of executive officers (note: applies to executives, not directors) .