Khalil Barrage
Protagenic Therapeutics, Inc.\newAbout Khalil Barrage
Khalil Barrage is a longtime investor and board member serving since July 2007 on Protagenic Therapeutics’ board, with deep finance and biopharma experience. He is Managing Director at The Invus Group, leading its Public Equities Group since 2003, and previously ran The Olayan Group’s U.S. public equities portfolio; he holds a BA in Economics from the American University of Beirut . The Board has determined him to be an independent director under Nasdaq rules . MarketScreener lists his age as 60 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Olayan Group | Portfolio Manager | 1988–2003 | Ran U.S. public equities (> $2B assets) |
| The Invus Group LLC | Managing Director; Head of Public Equities | 2003–present | Set up Public Equities Group in Sept 2003; manages >$3B capital focused on biotech/healthcare |
| Protagenic Therapeutics (PTIX) | Director (independent) | Since July 2007 | Compensation Committee Chair; Audit Committee member |
External Roles
| Organization | Role | Dates/Notes | Source |
|---|---|---|---|
| Sensorion SA (Paris: ALSEN) | Board Member; Interim Chairman | Board member since at least 2019; Interim Chair Mar 2023; Chairman succession announced Apr 1, 2025 | |
| ElevateBio LLC | Director | Active | |
| Valerio Therapeutics SA | Director | Active | |
| Orthobond Corp. | Director | Since 2017 | |
| Children of Armenia Fund | Director (non-profit) | Active | |
| Solving Kids’ Cancer | Director (non-profit) | Active | |
| LIFE Lebanon; St. Jude/ALSAC | Board roles (non-profit) | Active |
Board Governance
- Committee assignments: Compensation Committee Chair; Compensation Committee consists of Khalil Barrage (Chair), Brian Corvese, Timothy Wright (all independent) . Audit Committee member; Audit Committee consists of Brian Corvese (Chair), Khalil Barrage, Timothy Wright; Corvese designated audit committee financial expert .
- Independence: Board determined Barrage is “independent” under Nasdaq rules .
- Governance processes: Audit Committee oversees financial reporting, auditor appointment/compensation, and approves related party transactions; convenes quarterly and annually .
- Board classification: Classified board (Classes I–III) with staggered 3-year terms .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Annual director equity grant (options) | Plan to grant each non-employee director an option to purchase 10,000 shares around April 15 most years, at fair market value; vests monthly over 36 months | |
| Committee chair equity | Additional option for 1,250 shares per chaired committee; no grant for committee membership without chair role | |
| Cash retainer/fees | Not disclosed; directors may be reimbursed reasonable travel expenses | |
| Vesting acceleration | Unvested options accelerate in certain circumstances such as change of control; unvested options terminate upon service cessation |
Performance Compensation
| Performance Metric | Weight/Target | Measurement Period | Notes |
|---|---|---|---|
| None disclosed for directors | — | — | Director compensation is equity option-based; no explicit performance metrics (TSR/EBITDA/ESG) disclosed in proxy |
Other Directorships & Interlocks
| Counterparty | Interlock/Relationship | Governance Consideration | Source |
|---|---|---|---|
| Agenus Inc. | PTIX uses Agenus’ NYC conference room at no cost; PTIX Executive Chairman Garo Armen is also Chairman & CEO of Agenus; Timothy Wright serves on Agenus board | Potential influence/related-party footprint; mitigated by Audit Committee oversight and related party policy | |
| Sensorion SA | Barrage is a director; Invus is a major investor in Sensorion | No direct PTIX business stated; note external commitments and investor role |
Expertise & Qualifications
- Value investor and portfolio manager with decades in public equities; built Invus Public Equities and manages global investment teams .
- Biopharma investment experience with board roles across therapeutics platforms .
- BA in Economics (American University of Beirut) .
- Governance roles: Compensation Chair; Audit member; engages in oversight of financial reporting and related party reviews .
Equity Ownership
| Item | Amount | Detail | As-of | Source |
|---|---|---|---|---|
| Total beneficial ownership | 196,255 shares | Includes 150,880 shares and options to purchase 45,375 shares at $1.74 or $14.60; excludes 22,125 options not exercisable within 60 days | April 1, 2024 | |
| Percent of class | 4% | Based on beneficial ownership table | April 1, 2024 | |
| Historical beneficial ownership | 187,500 shares | Includes 102,500 shares and options to purchase 45,000 at $14.60; also $200,000 convertible note (40,000 shares at $5.00) | Aug 31, 2022 | |
| Options – exercisable vs. unexercisable (60-day window) | 45,375 exercisable; 22,125 not exercisable | Strike prices $1.74 or $14.60 | April 1, 2024 | |
| Convertible note investment | $200,000 | Converts at $5.00/share into 40,000 shares (same terms as other investors) | 2019–2020 offering |
Insider Trades (Form 4/5 highlights)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Security | Post-Transaction Owned | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-03-29 | 2024-03-25 | Award (Options) | 22,500 | $1.74 | Common Stock Options | 22,500 | |
| 2021-06-01 | 2021-05-26 | Award (NSO Options) | 180,000 | $3.65 | Common Stock NSO Options | 180,000 | |
| 2021-05-05 | 2021-05-03 | Multiple M (Exercise/Conversion) | 120,000; 150,000; 45,000 (various legs) | $1.75; $1.25; $1.75 | Common Stock vs. Option exercises | Series of changes (0–410,000) | |
| 2020-02-26 | 2020-02-21 | Award (Options) | 120,000 | $1.75 | Common Stock Options | 120,000 | |
| 2017-10-18 | 2017-10-16 | Award (Non-Qualified Options) | 45,000 | $1.75 | NQSO | 45,000 | |
| 2016-08-10 | 2016-08-08 | Award (NSO Options) | 150,000 | $1.25 | NSO | 245,000 | |
| 2016-06-21 | 2016-06-17 | Award (NSO Options) | 45,000 | $1.25 | NSO | 245,000 |
Related Party Transactions and Policies
- Convertible Note Offering (2019–2020): Barrage invested $200,000 on the same terms as other investors (converts at $5.00/share), alongside Executive Chairman Garo Armen .
- Related Party Transaction Policy: Audit Committee must pre-approve related party transactions above $100,000, with specific fairness and necessity criteria; chairman may approve in certain circumstances .
- PTIX office arrangement: PTIX utilizes Agenus’ NYC conference room; disclosed; reflects shared facilities given Exec Chair’s dual role at Agenus .
Compensation Structure Analysis (Director)
- Equity-heavy mix: Annual option grants and committee chair options; no cash retainer disclosed—aligns pay with equity value and risk .
- Option repricing proposal: In Jan 2025, PTIX sought stockholder approval to reprice eligible options granted between 2016 and Mar 25, 2024 to current market price, citing retention/competitiveness; no vesting changes proposed .
- RED FLAG: Repricing can dilute pay-for-performance alignment for option holders, including directors with underwater grants .
Equity Ownership & Alignment Signals
- Meaningful ownership: 4% of shares, with a mix of common and options; indicates skin-in-the-game .
- Exercisable vs. unexercisable: 45,375 options exercisable within 60 days; 22,125 not; strikes at $1.74 and $14.60 .
- Pledging/hedging: No disclosures found regarding pledging or hedging of PTIX stock by Barrage .
Governance Assessment
-
Strengths:
- Independence affirmed; serves as Compensation Chair and Audit member—positions central to pay policy and financial oversight .
- Significant equity ownership and long tenure (since 2007) supports alignment and institutional knowledge .
- Active Audit Committee role includes oversight of related party transactions, helping manage conflicts .
-
Watch items / RED FLAGS:
- Option Repricing Proposal (2025) reduces incentive intensity of prior grants; monitor implementation details and board rationale .
- Related party footprint around Agenus facilities and executive overlaps necessitates continued robust Audit Committee oversight .
- Multiple external board commitments (Sensorion, ElevateBio, Valerio Therapeutics) elevate time/attention risk; assess attendance/engagement—attendance rates not disclosed in available proxies .
-
Net view: Barrage brings deep investing expertise and biopharma board experience, with equity-centric director compensation and a clear independence status. Ensure continued vigilance on related-party governance and the downstream impacts of option repricing on director alignment .
Notes: Attendance rates, cash retainers, stock ownership guidelines, hedging/pledging policies for directors were not disclosed in reviewed PTIX proxies and filings; external roles are drawn from reputable public sources cited above.