Michael Salsbury
About Michael Salsbury
Michael Salsbury (age 75) is an independent director of MetaVia Inc. (MTVA), serving on the Board since December 2019. He holds a J.D. and M.B.A. from the University of Virginia and a B.A. from Dartmouth College, and brings more than 25 years of legal and executive experience across public and private companies; the Board cites his legal expertise and prior service as general counsel and secretary of a Fortune 100 corporation as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Doctors, Inc. | Secretary and General Counsel | Feb 2013 – Jul 2017 | Company provided expert medical opinions; acquired by Teladoc Health in Jul 2017 |
| Verisma Systems, Inc. | Counsel | Sep 2017 – May 2022 | Cloud-based automated disclosure management systems |
| Current Health, Inc. | Counsel | May 2021 – Aug 2024 | Remote care management; acquired by Best Buy in Nov 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in the 2025 proxy |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: members Mark A. Glickman, Michael Salsbury, and D. Gordon Strickland; Salsbury serves as Chair .
- Independence status: Salsbury is affirmed as an “independent director” under SEC and Nasdaq rules despite MetaVia’s controlled company status (Dong-A majority ownership) .
- Attendance and engagement:
- 2024 meetings held: Board 11; Audit 6; Compensation 5; Nominating & Governance 4. No director attended fewer than 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Classified board with Salsbury nominated for re-election as a Class III director for a term through the 2028 annual meeting .
Fixed Compensation
| Component | FY 2024 Amount ($USD) | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Standard non-employee director retainer per amended policy |
| Compensation Committee Chair fee | $12,000 | Chair premium for Compensation Committee |
| Total cash fees (reported) | $52,000 | Fees earned or paid in cash for 2024 |
Policy schedule (reference): Audit chair $18,000; Audit member $9,000; Compensation chair $12,000; Compensation member $6,000; Nominating chair $10,000; Nominating member $5,000; Non-executive Chair board retainer $75,000; other directors $40,000 .
Performance Compensation
| Award Type | Units | Grant Date Fair Value ($USD) | Vesting Terms |
|---|---|---|---|
| Annual RSU grant (2024) | 5,051 RSUs | $19,850 | Annual RSU grants vest in full on the earlier of one-year anniversary or immediately prior to the next Annual Meeting; RSUs accelerate on change-of-control, death, or disability |
Performance metrics and award design:
- No performance-based metrics (e.g., revenue growth, EBITDA, TSR, ESG) are disclosed for non-employee director equity awards; grants are time-based RSUs under the 2022 Equity Incentive Plan .
Additional election/deferral features:
- Directors may elect to convert cash retainers into RSUs via “Retainer Grants” with quarterly vesting over the fiscal year; settlement of RSUs may be deferred per the policy .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No other public company boards or disclosed interlocks for Salsbury in the proxy |
Expertise & Qualifications
- Education: JD and MBA (University of Virginia); BA (Dartmouth College) .
- Legal and governance expertise: Former general counsel and secretary roles; extensive senior executive experience in healthcare and health-tech services .
- Board’s rationale: Legal expertise and prior Fortune 100 GC/Secretary experience qualify him to serve as director .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Outstanding (%) | Basis |
|---|---|---|---|
| Michael Salsbury | 15,151 | <1% (denoted “*”) | Based on 19,588,351 shares outstanding as of the record date; includes shares underlying options/RSUs/warrants vesting/exercisable within 60 days where applicable |
Notes:
- Ownership guidelines/pledging/hedging: Not disclosed in the proxy for directors .
- Controlled company context: Dong-A and affiliates beneficially own 75.7% (14,827,137 shares) .
Governance Assessment
- Strengths:
- Independence affirmed; chairs the Compensation Committee, overseeing executive and director compensation, performance goal evaluation, risk review, and plan administration .
- Solid attendance record and engagement (no <75% attendance; present at annual meeting) .
- Transparent director pay structure with modest equity grants and clear vesting/deferral/CoC provisions .
- Alignment:
- Cash/equity mix in 2024: $52,000 cash and $19,850 RSU value, indicating moderate at-risk equity exposure aligned with typical small-cap biotech governance .
- Potential conflicts and risk indicators:
- Controlled company status with Dong-A holding 75.7% may concentrate influence over board composition and compensation decisions; board notes it still complies with Nasdaq committee independence requirements and affirms director independence after considering financing participation and beneficial ownership .
- No related-party transactions disclosed involving Salsbury personally; material transactions with Dong-A are detailed (private placements, warrants, RRA), which can shape governance dynamics and investor confidence in independence oversight .
- Red flags:
- Controlled company governance environment and supermajority shareholder (Dong-A 75.7%) can reduce minority investor influence on board elections and say-on-pay outcomes; continued robust committee independence and transparent compensation policy partially mitigate this risk .
Overall signal: Salsbury’s independent status, committee leadership, and attendance support board effectiveness. The controlled company structure is the primary governance risk; monitoring Compensation Committee decisions under his chairship and any future financing participation by directors is prudent for alignment and conflict oversight .