Elaine Heron
About Elaine J. Heron
Elaine J. Heron, Ph.D., age 77, has served as an independent director of Palvella Therapeutics, Inc. (PVLA) since December 2024, and is Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee . She holds a B.S. in chemistry and a Ph.D. in analytical biochemistry from Purdue University and an MBA from Pepperdine University, and brings deep experience across life sciences operations, sales/marketing, finance/accounting, corporate governance, and R&D .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amplyx Pharmaceuticals, Inc. | Chair & CEO | Feb 2009 – Oct 2015 | Led private drug developer; later acquired by Pfizer (Apr 2021) |
| Labcyte Inc. | Chair & CEO | Jul 2001 – Oct 2008 | Led private biotech; operational leadership |
| Applied Biosystems Group (Applera) | General Manager; VP, Sales & Marketing | Six years prior to Labcyte | Commercial leadership roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Vaxart, Inc. | Director | Public | Current board seat |
| BioMarin Pharmaceutical Inc. | Director | Public | Current board seat |
| Visgenx, Inc. | Director | Private | Early-stage therapeutics company |
| Watershed Medical, Inc. | Director | Private | Clinical-stage therapeutics company |
| BlueWhale Bio, Inc. | Director | Private | Biotechnology company |
| Kyto Technology & Life Science; Cairn Biosciences | Advisor | Private | Advisory roles |
Board Governance
- Independence: Independent director; Board comprises 5 independent directors out of 6 .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Chair structure: Independent Chairman (George M. Jenkins); CEO and Chair positions separated; independent committees; executive sessions held regularly without management .
- Attendance: Post-merger in 2024, the Board held one meeting; each post-merger director attended at least 75% of Board/committee meetings; all then-serving directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (Member) | $40,000 | Current non-employee director policy adopted Dec 13, 2024 |
| Board Chair additional retainer | $30,000 | Not applicable to Dr. Heron |
| Committee Chair retainer (NCGC) | $8,000 | Dr. Heron is NCGC Chair |
| Committee Member retainer (Audit) | $7,500 | Dr. Heron is Audit member |
| 2024 fees earned (cash) | $0 | As disclosed for 2024 |
Performance Compensation
| Equity Award | Grant details | Vesting | Fair Value/Counts |
|---|---|---|---|
| Initial option grant (policy) | 24,700 common stock options | 36 equal monthly installments, service-based | Policy terms (initial grant) |
| Annual option grant (approved Apr 29, 2025) | 12,350 common stock options | Vests at earlier of 1st anniversary or next Annual Meeting, service-based | Board-approved annual grant |
| 2024 Director equity (Heron) | Option awards | As disclosed for FY2024 | $231,844 grant date fair value |
| Options outstanding (as of Dec 31, 2024) | — | — | 29,342 options for Heron |
- Performance metrics: No performance-based (financial/ESG/TSR) metrics disclosed for non-employee director equity; awards are service-vesting and intended for alignment .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Vaxart, Inc. | Director | Another PVLA director (Todd C. Davis) previously served on Vaxart’s board (2021–2023), indicating a network tie though not a current interlock |
| BioMarin Pharmaceutical Inc. | Director | No PVLA director overlap disclosed |
Expertise & Qualifications
- Deep leadership in life sciences: prior CEO roles (Amplyx; Labcyte) and senior commercial roles at Applied Biosystems .
- Finance and accounting competency; corporate governance expertise; R&D understanding .
- Academic credentials: B.S. and Ph.D. (Purdue); MBA (Pepperdine) .
Equity Ownership
| Holder | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Elaine J. Heron, Ph.D. | 60,049 | <1% | 5,879 shares (Elaine Jones Heron Trust); 45,412 shares (direct); 8,758 options exercisable within 60 days of Apr 14, 2025 |
| Shares outstanding (record date) | 11,042,965 | — | As of Apr 14, 2025 |
- Hedging/pledging: Company policy prohibits directors from pledging, hedging, short sales, options on company stock, and margin accounts .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy; corporate governance guidelines exist but do not specify numeric director ownership requirements in the filing .
Governance Assessment
- Strengths: Independent director; Chairs Nominating & Corporate Governance Committee; member of Audit Committee; independent committees with regular executive sessions; strong corporate governance framework and self-evaluation processes .
- Alignment: Director equity is service-based options (initial and annual grants) designed for shareholder alignment; hedging/pledging prohibited .
- Attendance and engagement: At least 75% meeting attendance for post-merger directors in 2024; all directors attended 2024 Annual Meeting .
- Shareholder sentiment: 2024 say-on-pay approval was ~98%, indicating supportive governance/compensation oversight environment (context for board effectiveness) .
- Conflicts/related-party: Proxy discloses related-party transactions primarily involving PIPE investors and Ligand (CEO of Ligand is PVLA director Todd Davis); Dr. Heron is not identified as a party to related-party transactions in the filing .
- RED FLAGS: None disclosed specific to Dr. Heron (no pledging, no hedging, no related-party transactions; independent status affirmed) .
Appendix: Committee Charters and Oversight Scope
- Audit Committee: Oversees financial reporting, internal controls, related party review, cybersecurity, compliance, and earnings releases .
- Compensation Committee: Oversees executive and director compensation, equity plans, advisor independence; current consultants: Radford (post-merger); Pearl Meyer (pre-merger) .
- Nominating & Corporate Governance Committee: Director recruitment, independence review, governance guidelines, board/committee evaluations; chaired by Dr. Heron .