Christina Valauri - Director | Precipio (PRPO) Executive Profile & Compensation

About Christina Valauri

Christina R. Valauri (age 69) is an independent Class II director at Precipio (PRPO), appointed January 1, 2024; her term runs through the 2026 annual meeting unless earlier resignation or removal . She brings 30+ years of capital markets experience as a senior healthcare analyst and research leader, holds NACD Directorship Certification (NACD.dc) and Competent Boards Sustainability & ESG designation (GCB.D), and earned a BA in Biology (Reed College) and an MBA from Cornell University’s Johnson School (Class of 2020) . The Board determined she is independent under Nasdaq listing standards; she has no family relationships with executives, and no related‑party transactions requiring Item 404(a) disclosure .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cantor Fitzgerald LLC	Global Head of Equity Research	Aug 2013–Jul 2015	Led global research; recognized equity research leader .
Natixis (USA) / Natixis Securities Americas LLC	US Director of Research; Senior management of broker-dealer team	Dec 2008–Sep 2012; Sep 2012–Jul 2013	Oversight/regulatory supervision within broker‑dealer .
Broadpoint Securities Group (First Albany subsidiary)	Director of Research; ECM management team	Apr 2001–Oct 2008	Research leadership and equity capital markets contributions .
ING Barings LLC (USA)	Associate Director of Research	Sep 2000–Feb 2001	Equity research management .
Credit Lyonnais Securities (USA)	Director of US Research; earlier healthcare analyst	Apr 1998–Sep 2000; Apr 1998–Dec 1999	Led US research; prior analyst coverage biotech/med‑tech .
PaineWebber (acquired by UBS 2000)	Healthcare Equity Research Analyst	Oct 1987–Mar 1994	Analyst covering biotech/med‑tech sectors .
Arnhold & S. Bleichroeder; Hancock Institutional; Gruntal & Co.	Healthcare Equity Research Analyst	Feb 1984–Oct 1996 (various roles)	Analyst roles across firms; WSJ “Best on the Street” recognition .

External Roles

Organization	Role	Since	Notes
Sagestone Advisory, LLC	Founder & CEO; strategy consultant	Jul 2017–Present	Angel investor 20+ years; advises early-stage healthcare companies .
Weill Cornell Medicine BioVenture eLab	Mentor (Apr 2021–); Entrepreneur in Residence (Jul 2023–Jul 2024)	2021–Present	Mentoring and EIR supporting life sciences innovation .
Tivic Health Systems, Inc. (NASDAQ: TIVC)	Board Director	Jun 2024–Present	Public company directorship .

Board Governance

Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC); not on Audit or Compensation .
Committee chairs: NCGC chaired by Dr. Jeffrey Cossman; Audit chaired by Kathleen LaPorte; Compensation chaired by David S. Cohen .
Independence and structure: All directors except the CEO are independent; committees are 100% independent; the Board has an independent Chair (Richard Sandberg) .
Attendance and engagement: In FY2024, the Board held 9 meetings (4 in-person/telephonic, 5 by written consent); all directors attended 100% of Board and committee meetings .
Executive sessions: Non-management director sessions are regularly scheduled; independent directors meet at least twice yearly in private session .

Committee	Membership (FY2024 structure)	Meetings in 2024
Audit	LaPorte (Chair), Cohen (Member), Sandberg (Member) .	8 .
Compensation	Cohen (Chair), Andrews (Member) .	8 .
Nominating & Corporate Governance	Cossman (Chair), Valauri (Member) .	5 .

Fixed Compensation

Director cash retainer policy (independent directors):
- Base annual retainer: $35,000 .
- Additional retainers: Chairman of the Board $23,500; Audit Committee member $7,500; Compensation Committee member $5,000; NCGC member $4,000; Audit Chair $15,000; Compensation Chair $10,000; NCGC Chair $7,000 .
- Directors may elect to receive all or part of fees in shares instead of cash .

Director (FY2024)	Fees Earned or Paid in Cash ($)	Notes
Christina Valauri	39,000 .	Eligible to elect stock in lieu of cash; see stock election below .

Performance Compensation

Annual equity for directors: Non-qualified stock options granted in FY2024; grant-date fair value recognized per ASC 718 .
Option awards (FY2024): Christina Valauri $6,702 grant-date fair value .
Initial appointment grant and vesting: On Jan 2, 2024, options to purchase 103 shares vest monthly over 12 months and 259 shares vest monthly over 36 months; exercise price equal to the closing price on grant date .
Repricing policy context: On Aug 31, 2024, the Board executed a one-time option repricing for options granted on or before Dec 31, 2022, including certain non‑employee directors; options granted in 2023–2024 remained unaltered; repriced exercise price set at $6.56 with a one‑year lock‑in for exercising at the new price .

Equity Instrument	Grant Date	Shares	Vesting	Exercise Price
Non‑qualified Stock Option	Jan 2, 2024	103 .	Monthly over 12 months .	Closing price on Jan 2, 2024 .
Non‑qualified Stock Option	Jan 2, 2024	259 .	Monthly over 36 months .	Closing price on Jan 2, 2024 .

Policy Event	Effective Date	Scope	Key Terms
One‑time Option Repricing	Aug 31, 2024 .	Options granted ≤ Dec 31, 2022; included employees and non‑employee directors; 177k of ~304k options repriced .	New exercise price $6.56; original strike applies during 1‑year retention period; options granted in 2023–2024 not repriced .

Other Directorships & Interlocks

Company	Market	Role	Since	Potential Interlock/Conflict
Tivic Health Systems, Inc.	NASDAQ: TIVC	Director	Jun 2024 .	None disclosed with PRPO’s customers/suppliers; no related‑party transactions under Item 404(a) .

Expertise & Qualifications

Senior healthcare analyst and equity research leadership across major firms (Cantor, Natixis, Credit Lyonnais/Crédit Agricole, ING, PaineWebber/UBS) .
Recognized by Wall Street Journal’s “Best on the Street” All‑Star Analyst Survey .
NACD.dc certified; Competent Boards GCB.D sustainability & ESG designation .
BA Biology (Reed College); MBA Cornell Johnson School (Class of 2020) .
Entrepreneurial mentorship/EIR at Weill Cornell BioVenture eLab .

Equity Ownership

Beneficial ownership (Record Date: April 2025): 7,584 shares; less than 1% of class .
Breakdown: 5,021 shares owned; 2,563 shares issuable upon exercise of options exercisable or becoming exercisable within 60 days .
Aggregate options outstanding: 2,362 (as of 12/31/2024) .
Stock elections: Received 5,021 shares in 2024 in lieu of cash fees; total value $29,250 .

Metric	Amount	Notes
Beneficially Owned Shares	7,584 .	<1% of 1,516,296 common shares outstanding .
Shares Owned	5,021 .	From beneficial ownership footnote .
Options Exercisable ≤60 Days	2,563 .	At Record Date .
Aggregate Options Outstanding	2,362 .	As of 12/31/2024 .
Shares Received in Lieu of Cash (2024)	5,021; $29,250 value .	Director cash-to-stock election .

Governance Assessment

Strengths: Independent director with 100% meeting attendance in 2024; active NCGC membership; robust capital markets and healthcare analytics expertise; independent Chair structure and fully independent committees support board effectiveness .
Alignment signals: Elected to receive fees in stock (5,021 shares, $29,250), increasing equity linkage; modest option grants with time-based vesting upon appointment .
RED FLAGS: Board-wide one‑time option repricing in 2024 covering legacy grants (employees and non‑employee directors), which can be shareholder‑unfriendly despite retention framing; mitigants include exclusion of 2023–2024 grants and a one‑year lock‑in at the new strike .
Shareholder feedback: 2024 Say‑on‑Pay advisory vote approved (For 386,943; Against 25,315; Abstain 5,540; broker non‑votes 360,964), indicating support for compensation practices .
Conflicts: No related‑party transactions, no family relationships, and independence affirmed under Nasdaq standards—no specific conflicts identified .