James Oliviero
About James F. Oliviero, III
Independent director of Nuvectis Pharma, Inc. since 2021; age 49; Audit Committee Chair and SEC-designated audit committee financial expert. Background spans 25 years in biotech, currently President & CEO of Checkpoint Therapeutics (CKPT); prior CFO of Keryx Biopharmaceuticals and Director of Finance at ACCESS Oncology. Education: B.B.A. in Finance (Highest Distinction) from Emory’s Goizueta Business School; CFA charterholder. Tenure on NVCT board ~4 years as of the 2025 proxy; independence affirmed by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Checkpoint Therapeutics (NASDAQ: CKPT) | President & Chief Executive Officer | 2015–present | Led financing >$300M and FDA approval of UNLOXCYT; pending acquisition by Sun Pharmaceutical Industries Ltd. announced |
| Keryx Biopharmaceuticals (acquired by Akebia) | Chief Financial Officer; prior leadership roles | CFO from Apr 2009; leadership 2003–2015 | Finance, IR, governance, legal responsibilities |
| ACCESS Oncology (private) | Director of Finance | 1999–2003 | Built finance operations at private biotech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Checkpoint Therapeutics (CKPT) | President & CEO | Current | Pending acquisition by Sun Pharma announced; no other public company directorships disclosed in past 5 years |
Board Governance
- Board independence: Oliviero is independent under Nasdaq criteria; Board consists of four members with classified terms; Oliviero nominated for re-election (Class III) in 2025 for a term to 2028 .
- Committee assignments:
- Audit Committee: Member and Chair; designated “audit committee financial expert” by Board; committee met 4 times in 2024 .
- Compensation Committee: Member (Chair is Hoberman); committee met 5 times and took one unanimous written consent in 2024 .
- Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Nominating process: No standing nominating committee; majority of independent directors lead nominations under Board resolutions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (2024) | $60,000 | Director and committee cash retainers (see plan below); actual paid in 2024 per proxy table |
| Director Compensation Plan – Cash | $40,000 annual retainer | Plus $5,000 for Audit Committee membership; $5,000 for Compensation Committee membership; $15,000 for Audit Chair; $15,000 for Compensation Chair |
Performance Compensation
| Equity Award | Grant Date | Quantity | Strike Price | Vesting | 2024 Grant-Date Fair Value |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | Jun 13, 2024 | 30,000 RS | N/A | 1/3 annually until 2027 | $499,073 |
| Restricted Stock (annual director grant) | Jun 16, 2023 | 18,000 RS | N/A | 1/3 annually until 2026 | Not separately disclosed |
| Stock Options (initial director grant) | Jul 6, 2021 | 29,250 Opt | $3.05 | 1/3 annually over 3 years | Not separately disclosed |
| Stock Options (additional) | Apr 1, 2022 | 15,000 Opt | $7.02 | 1/3 annually over 3 years | Not separately disclosed |
- No performance metrics tied to director compensation were disclosed (director equity appears time-based). The plan provides for annual equity aligned to peer market values; no meeting fees disclosed.
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| TG Therapeutics (TGTX) | Public | Board: Hoberman (not Oliviero) | Not an Oliviero interlock; included for Board-wide context |
| None disclosed for Oliviero | — | — | The proxy lists no other public company directorships by Oliviero in the past 5 years |
Expertise & Qualifications
- Financial expertise: CFA charterholder; former biotech CFO; designated SEC “audit committee financial expert” on NVCT Board .
- Biotech operations: 25 years’ experience; led development/approval at CKPT; significant capital markets execution (> $300M financings) .
- Education: B.B.A. in Finance with Highest Distinction (Emory) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition Details |
|---|---|---|---|
| James F. Oliviero, III | 57,828 | * | Includes options and restricted stock per footnote; options: 29,250 (exercisable within 60 days at $3.05) and 15,000 (exercisable; $7.02); RS: 18,000 (2023 grant) and 30,000 (2024 grant), each vesting one-third annually |
- Company policies prohibit hedging (and pledging per policy heading) by officers and directors, reducing misalignment risk; insider trading policy governs timing and conduct .
- No shares pledged as collateral disclosed for Oliviero; none flagged in proxy .
Governance Assessment
-
Strengths:
- Independence and strong financial oversight as Audit Chair and SEC-designated financial expert; committee independence affirmed by Board .
- Solid attendance and engagement; Board and committees active in 2024; Annual Meeting attendance by all directors .
- Equity-heavy director pay (approx. 89% equity of 2024 total), improving ownership alignment via time-based RS grants; annual cash fees modest .
- Related-party transaction safeguards; no related-person transactions above thresholds since inception; formal review policy via Audit Committee .
-
Watch items:
- External executive role at CKPT implies high time commitment; Board’s nomination process considers time availability and long-term stockholder interests, mitigating risk through independence review .
- No formal nominating/governance committee; independent directors manage nominations by resolution—acceptable for a small-cap but less robust than full committee structures .
-
Red flags:
- None disclosed regarding legal proceedings, SEC investigations, hedging/pledging, or related-party dealings; Section 16 compliance largely timely (exception cited for a different officer, not Oliviero) .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $60,000 | $499,073 | $559,073 |
Board & Committee Activity (2024)
| Body | Meetings | Chair | Independence |
|---|---|---|---|
| Board of Directors | 6 | Chair: Ron Bentsur | Oliviero independent; all independent members reviewed per Nasdaq |
| Audit Committee | 4 | Chair: James Oliviero | All members independent; Oliviero = financial expert |
| Compensation Committee | 5 (+1 unanimous consent) | Chair: Kenneth Hoberman | All members independent |
Policies Relevant to Investor Confidence
- Equity award timing and pricing controlled; no option/SAR timing around material non-public information; exercise/base price equals closing price on grant date .
- Prohibition on hedging (and pledging per policy heading) and short sales by directors; supports alignment .
- Pre-approval and independence oversight of external auditor; Audit Committee sole discretion over retention/compensation .
Related Party Transactions
- None meeting Item 404 thresholds since inception; Audit Committee reviews proposed related-person transactions for arm’s length terms .