James Tursi

About James P. Tursi, M.D.

James P. Tursi, age 60, is an independent director of MetaVia Inc. (MTVA), appointed in November 2023; he currently serves on the Nominating and Corporate Governance Committee. He is Executive Vice President – Global R&D at Endo (since January 2022), and previously held senior R&D and medical leadership roles at Ferring Pharmaceuticals, Antares Pharma, Aralez, Auxilium, GlaxoSmithKline, and Procter & Gamble; he practiced medicine and surgery for over 10 years, founded the medical education company I Will Pass®, holds a B.S. in Chemistry and Biology (Ursinus College) and an M.D. (Medical College of Pennsylvania), and completed his Obstetrics and Gynecology residency at Johns Hopkins Hospital . The Board determined Dr. Tursi is independent under Nasdaq rules; MTVA is a “controlled company” due to Dong-A’s majority ownership, but maintains fully independent audit and Nominating/Governance committees, and independent directors hold regular executive sessions . All directors attended the 2024 Annual Meeting, and the Board/committee attendance threshold (>75%) was met by all directors in 2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Nominating and Corporate Governance Committee; chair is Andrew I. Koven; other members are Jason L. Groves and Andrew I. Koven .
• Independence: Board affirmatively determined Dr. Tursi is independent under SEC/Nasdaq rules .
• Controlled company: Dong-A holds 75.7% voting power; MTVA is a controlled company and exempt from certain Nasdaq governance requirements, but maintains independent audit committee and regular executive sessions of independent directors .
• Attendance: 2024 meetings—Board (11), Audit (6), Compensation (5), Nominating/Gov (4); no director fell below 75% attendance, and all directors attended the 2024 annual meeting .
• Say-on-pay support (signal of investor sentiment): 2025 advisory vote approved (15,128,182 for; 93,199 against; 142,874 abstentions) .

Fixed Compensation

Policy schedule (for context): Committee chair/member retainers—Audit chair $18,000; Audit member $9,000; Compensation chair $12,000; Compensation member $6,000; Nominating/Gov chair $10,000; Nominating/Gov member $5,000; Non-executive Chair of Board annual retainer $75,000; other non-employee directors $40,000 .

Performance Compensation

• Structure: Director equity is time-based RSUs (Initial Grant $40,000-equivalent RSUs for new directors; Annual Grant $20,000-equivalent RSUs; optional Retainer Grant in lieu of cash retainers; deferral elections permitted) .
• Performance metrics: No performance metrics (TSR/EBITDA/ESG) tied to director awards disclosed; awards and vesting are service-based .
• Award limits: Aggregate annual cap for non-employee directors of $750,000 ($1,000,000 in first year joining) under the 2022 Equity Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Clinical and R&D leadership across multiple biopharma companies; over a decade of medical and surgical practice; founder of a medical education firm—relevant for product development oversight and clinical governance .
• Education: B.S. (Ursinus College), M.D. (Medical College of Pennsylvania), Obstetrics/Gynecology residency at Johns Hopkins Hospital .

Equity Ownership

• Breakdown: No options or RSUs vesting within 60 days disclosed for Dr. Tursi (footnote indicates only common shares) .
• Pledging/hedging: Insider Trading Policy prohibits hedging and speculative trading (short sales, options) by directors .
• Ownership guidelines: Not disclosed in proxy; Corporate Governance Guidelines available on website, but specific director ownership requirements not detailed in the proxy sections provided .

Governance Assessment

• Strengths

  • Independent director on a key governance committee; independent committees function despite controlled company status .
  • Strong clinical/R&D expertise enhances board oversight of development risk and regulatory pathways .
  • Good attendance culture; all directors met >75% threshold and attended annual meeting .
  • Formal clawback policy for executives and robust insider trading policy signals governance discipline (while clawback applies to executives, it reflects board’s stance) .

• Potential risks and red flags

  • Controlled company with Dong-A owning 75.7% may reduce minority shareholder influence; board not required to have majority independent for certain decisions (though audit remains independent) .
  • Interlocks: Multiple directors (including Dr. Tursi) share prior affiliations at Aralez/Pozen, which can concentrate networks and may affect independence of thought; Aralez’s 2018 Chapter 11 is a negative background marker .
  • External employer Chapter 11 context (Endo) underscores restructuring exposure and potential perceptions about risk management; no related-party transactions with Endo disclosed in proxy –.
  • Ownership alignment modest (8,291 shares, <1%) relative to outstanding shares; equity awards are time-based RSUs, not performance-linked .

• Investor sentiment signal

  • 2025 say-on-pay received strong support (approx. 15.1M votes for), suggesting current compensation approach for executives had investor backing; while not directly about directors, it reflects broader governance credibility .

Director Compensation Summary (2024)

Committee Activity Snapshot (Board-wide, 2024)

Related-Party Transactions Context (for conflict screening)

• Significant transactions and control with Dong-A/Dong-A Holdings across 2024–2025, including private placements, warrants, and registration rights; no transactions involving Dr. Tursi or his external employer disclosed – –.
• Controlled company status explicitly acknowledged and structured governance exemptions noted .

RED FLAGS

• Controlled company concentration (Dong-A 75.7% ownership) with potential dilution and anti-takeover flexibility post reverse split authorization .
• Director interlocks with Aralez/Pozen among multiple board members and historical bankruptcy context .
• Minimal disclosed personal ownership by Dr. Tursi (<1%), and director equity grants are time-based rather than performance-based .