Brian Corvese
Protagenic Therapeutics, Inc.\newAbout Brian Corvese
Brian J. Corvese (age 66) is a Class III independent director of Protagenic Therapeutics (PTIX), serving since July 28, 2017; he is designated the Audit Committee Financial Expert and currently chairs the Audit Committee . Corvese earned degrees in finance and political science from the University of Rhode Island and attended NYU Graduate School; his 30+ year financial career spans Soros Fund Management (Managing Director & Partner), Chancellor Capital Management (Partner/Portfolio Manager), and Drexel Burnham Lambert (Equity Analyst) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drexel Burnham Lambert | Equity analyst covering chemicals; involved in numerous M&A | 1981–1988 | Member of top chemical/specialty chemical research team (Institutional Investor ranked) |
| Chancellor Capital Management | Partner; Portfolio Manager (basic industries, restructurings, special situations; governance investments; founded/managed hedge fund) | 1988–1996 | Investment leadership across special situations |
| Soros Fund Management | Managing Director & Partner (U.S. and global equity investments) | Prior to 1999 | Senior investing responsibilities at leading hedge fund |
| Vencor Capital | President & Founder (telecom/tech PE in Middle East/Mediterranean) | Since 1999 | Founder/operator of private equity firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agenus Inc. | Director | Current (disclosed) | Not disclosed |
| National Telecommunications Corporation (Cairo, Egypt) | Director | Current (disclosed) | Not disclosed |
Board Governance
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: Board determined Corvese is independent under Nasdaq/SEC rules; designated Audit Committee Financial Expert .
- Lead Independent Director: Timothy Wright serves as Lead Director (not Corvese) .
- Tenure: Joined the PTIX board on July 28, 2017 .
- Related-party oversight: Audit Committee reviews and approves all transactions with affiliated parties .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | Proxy details focus on option grants; no explicit cash retainer disclosed for non‑employee directors . |
| Committee membership fees | Not disclosed | No additional options for serving on a committee without being its chair; cash fees not disclosed . |
| Committee chair fees | Equity options (see Performance Compensation) | Chair receives additional option grant units; no cash chair fee disclosed . |
| Meeting fees | Not disclosed | Not disclosed . |
| Expense reimbursement | Reasonable travel reimbursement (rare in-person meetings) | As described under Director Remuneration . |
Performance Compensation
| Award Type | Grant Practice | Units / Terms | Vesting | Notes |
|---|---|---|---|---|
| Annual director option grant | Around April 15 most years | 10,000 options per non‑employee director at fair market value on grant date | Over 3 years in equal monthly installments; acceleration in certain circumstances (e.g., change of control) | No RSUs/PSUs disclosed; equity program intended to align with shareholders . |
| Committee chair option grant | Additional grant per chaired committee | 1,250 options per chaired committee | Same as above | No additional options for serving without chairing . |
| Option Repricing (2025 proposal) | Eligible options subject to repricing | Corvese: 97,500 eligible options; weighted avg exercise price $4.64 | Repricing treated as new grant per ASC 718; incremental comp cost recognized | Board sought plan amendment permitting repricing without shareholder approval (Appendix A) . |
RED FLAGS: Board proposed enabling option repricing without shareholder approval and disclosed eligible options to be repriced, including for directors; this can weaken pay‑for‑performance alignment if used to mitigate underwater options .
Other Directorships & Interlocks
| Company | Role | Potential Interlock / Conflict Considerations |
|---|---|---|
| Agenus Inc. | Director | PTIX’s Executive Chairman (Garo Armen) is CEO/Chair of Agenus; PTIX uses Agenus’s conference room for board/annual meetings at no cost; multiple PTIX directors/executives are Agenus affiliates (Buell, Stein), creating dense interlocks requiring robust Audit Committee oversight . |
| National Telecommunications Corporation (Egypt) | Director | Not directly related to PTIX’s business; no related transactions disclosed . |
Expertise & Qualifications
- Financial expertise with designation as Audit Committee Financial Expert; senior investing roles at Soros/Chancellor/Drexel support audit leadership and capital markets oversight .
- Education in finance/political science (University of Rhode Island) and NYU Graduate School attendance; over 30 years in finance .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Exercisable Options (≤60 days) | Unexercisable Options (excluded) |
|---|---|---|---|---|
| Brian J. Corvese | 54,479 | 1% | 54,479 at $7.00 exercise price | 43,021 (not exercisable within 60 days) |
Notes: For several other directors, beneficial ownership includes common shares plus options; Corvese’s reported beneficial ownership consists of options currently exercisable within 60 days and excludes additional options not yet exercisable .
Governance Assessment
- Positive signals: Independent director with audit financial expertise; chairs Audit Committee overseeing external auditor independence and related‑party review; committee convenes quarterly plus annual review .
- Alignment: Annual equity options and chair grants create shareholder linkage; however, Corvese’s beneficial ownership appears option-heavy with no disclosed common shares, which can reduce immediate downside exposure compared to outright shareholdings .
- Risks/RED FLAGS:
- Option repricing authority sought in 2016 Plan amendment (enabling repricing without future shareholder approval) and disclosure of Corvese’s eligible options for repricing (97,500, WAE $4.64) .
- Dense interlocks with Agenus (office use at no cost, multiple directors/executives overlapping) could create perceived conflicts and require strong Audit/Nominating oversight; policy exists to pre‑approve related party transactions via Audit Committee .
- Shareholder voting context (recent): 2025 Special Meeting reverse split authority approved; adjournment authority approved—indicative of governance support for capital structure actions.
Proposal For Against Abstain Broker Non‑Votes Reverse Stock Split authority 3,560,865 333,824 155,274 0 Adjournment authority 3,552,086 336,677 161,200 0
Attendance and director stock ownership guidelines/hedging/pledging policies specific to directors were not disclosed in the cited proxy materials; PTIX’s policy requires Audit Committee pre‑approval of related‑party transactions above $100,000 .
Historical context on independence: Prior proxies affirm Board’s independence determinations and Corvese’s appointment to and expertise on the Audit Committee .