Christopher Kiritsy
About Christopher Kiritsy
Independent director (age 60) serving on Palvella Therapeutics’ board since 2016. Founder and managing member of Precision Kapital, LLC (since 2018), with 30 years in biopharma finance and corporate development; previously co-founded and led Arisaph Pharmaceuticals (President/CEO, 2005–March 2018) and served as EVP Corporate Development & CFO at Kos Pharmaceuticals (raised ~$500M, led 10 major transactions; Abbott acquired Kos for $4B in 2006). Education: A.B. in Biology (Bowdoin College) and M.B.A. (Boston University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Kapital, LLC | Founder & Managing Member | Since 2018 | Private investment/advisory; long-standing biopharma operator-investor |
| Arisaph Pharmaceuticals, Inc. | Co-founder; President & CEO | 2005–Mar 2018 | Advanced cardiometabolic pipeline; significant nondilutive financing via royalties/grants |
| Kos Pharmaceuticals, Inc. | EVP Corporate Development & CFO | “Decade-long tenure” (prior to 2006 acquisition) | ~$500M public equity raised incl. IPO; 10 major BD deals; built Niaspan franchise; Abbott acquired Kos for $4B |
| Melinta Pharmaceuticals, Inc. | Board Member; Audit Committee Chair | Previously served | Audit leadership experience |
| HTG Molecular Diagnostics, Inc. | Board Member | Previously served | Governance oversight |
| Avaxia Biologics, Inc. | Chairman of the Board | Previously served | Board leadership |
| Arisaph Pharmaceuticals, Inc. | Board Member | Previously served | Governance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed |
| Precision Kapital, LLC | Founder & Managing Member | Private | Investment/advisory firm |
Board Governance
- Committee assignments: Audit Committee member (audit committee financial expert); Nominating & Corporate Governance Committee member .
- Chairs: Not a current chair; Audit chaired by George M. Jenkins; Nominating & Corporate Governance chaired by Elaine J. Heron, Ph.D. .
- Independence: Board determined he is independent under Nasdaq rules .
- Attendance: Post-merger 2024 board held one meeting; all directors (including Kiritsy) attended at least 75% of board/committee meetings during their service period .
- Board leadership: Independent Chairman; executive sessions of independent directors held regularly .
Fixed Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer (member) | $40,000 | Current non-employee director policy (12/13/2024) |
| Additional Board Chair retainer | $30,000 | If serving as Chair |
| Committee Chair retainers | Audit $15,000; Compensation $10,000; NCGC $8,000 | Annual |
| Committee Member retainers | Audit $7,500; Compensation $5,000; NCGC $4,000 | Annual |
| 2024 cash fees earned (Kiritsy) | $64,698 | Reported for FY2024 |
Performance Compensation
| Equity Award | Grant size | Vesting | Notes |
|---|---|---|---|
| Initial equity grant (directors) | 24,700 options | 36 equal monthly installments (time-based) | Requires continued service |
| Annual equity grant (approved 4/29/2025) | 12,350 options | Vests on earlier of 1st anniversary or next annual meeting (time-based) | Requires continued service |
| 2024 option awards value (Kiritsy) | $236,537 | Accounting grant-date fair value (ASC 718) | FY2024 disclosure |
- Structure: Director equity awards are time-based options; no performance-vested director awards or metrics disclosed. Vesting schedules as above .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| Current public boards | None | No current external public board interlocks disclosed |
| Melinta Pharmaceuticals, Inc. | Director; Audit Committee Chair | Prior service; audit leadership |
| HTG Molecular Diagnostics, Inc. | Director | Prior service |
| Avaxia Biologics, Inc. | Chairman | Prior service |
Expertise & Qualifications
- Audit/finance: Designated audit committee financial expert; deep CFO and corporate development background (Kos, Arisaph) .
- Capital markets/M&A: ~$500M capital raised; 10 major transactions; royalty monetization track record .
- Biopharma operating: Built integrated organizations; pipeline development (cardiometabolic) .
- Education: A.B. Biology (Bowdoin), M.B.A. (Boston University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Christopher Kiritsy | 7,741 | <1% | 250 common shares; 7,491 options exercisable within 60 days |
| Director options outstanding (total) | 28,512 | n/a | Options to purchase common stock held as of 12/31/2024 |
- Policies: Directors prohibited from hedging, short sales, holding in margin accounts, and pledging company securities; stringent clawback policy for executives exists (context for governance culture) .
Governance Assessment
- Board effectiveness: Kiritsy brings complementary finance/audit depth and operating experience; currently serves on audit and nominating committees, supporting oversight of financial reporting and board governance .
- Alignment: Compensation mix is equity-heavy ($236,537 options vs $64,698 cash in 2024), promoting alignment with shareholder outcomes; additional standardized retainers ensure consistency across directors .
- Independence & engagement: Independent status and audit committee financial expert designation bolster investor confidence; 2024 attendance threshold met; regular executive sessions and independent chair further strengthen oversight .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Kiritsy in 2023–2024; related financing activity involved other directors (e.g., Wessel, Davis, Jenkins) but not Kiritsy, reducing conflict risk for him .
- RED FLAGS: One late Section 16(a) Form 4 filed for a 12/2/2024 transaction (administrative compliance lapse); no pledging/hedging permitted by policy, which mitigates alignment risks .
Director Compensation (Kiritsy – FY2024)
| Year | Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $64,698 | $236,537 | $301,235 |
Non-Employee Director Compensation Policy (as of 12/13/2024)
| Element | Amount/Terms |
|---|---|
| Board Member cash retainer | $40,000 |
| Board Chair additional retainer | $30,000 |
| Committee Chair retainers | Audit $15,000; Compensation $10,000; NCGC $8,000 |
| Committee Member retainers | Audit $7,500; Compensation $5,000; NCGC $4,000 |
| Initial equity grant | 24,700 options; 36 monthly vesting |
| Annual equity grant (4/29/2025) | 12,350 options; vest on 1-year anniversary or next annual meeting |
Insider Trades
| Date | Filing | Note |
|---|---|---|
| Dec 2, 2024 | Form 4 (late) | Late filing reported for Kiritsy; details not provided in proxy |
Board Attendance
| Period | Board Meetings | Attendance |
|---|---|---|
| Post-merger 2024 | 1 | Each director attended ≥75% (board and applicable committees) |
| Pre-merger 2024 (Pieris) | 12 (board); 5 (audit); 4 (comp.) | All pre-merger directors attended ≥75% |
Compensation Committee Analysis (Context)
- Current members: Todd C. Davis (Chair), Tadd S. Wessel; both independent and meet heightened independence criteria .
- Independent consultants: Pearl Meyer advised pre-merger on executive and director benchmarking; Radford (Aon) engaged Dec 2024 for executive/director compensation and pay-versus-performance disclosures .
- Interlocks/insider participation: During 2024, committee members (pre- and post-merger) were not company executives; no reciprocal interlocks disclosed .
Potential Conflicts or Related-Party Exposure
- None disclosed for Kiritsy in 2023–2024 related-party transactions; notable transactions involved other directors or their affiliates (e.g., Petrichor/Wessel; Ligand/Davis; Eagles Mere/Jenkins; Kaupinen) but not Kiritsy .
Signals for Investors
- Positive: Independent status, audit financial expertise, equity-heavy pay mix, strong governance architecture (independent chair; independent committees; anti-hedging/anti-pledging policy) .
- Watch items: Ensure timely Section 16 compliance going forward; monitor any future Precision Kapital engagements to avoid related-party issues (none disclosed to date) .