George Jenkins
About George M. Jenkins
George M. Jenkins (age 73) is the independent Chairman of the Board and a Class III director at Palvella Therapeutics, Inc., serving since December 2024; he chairs the Audit Committee and has been designated an “audit committee financial expert.” He previously served on Legacy Palvella’s board from March 2017 and as its Chair since January 2018, was a general partner and COO at Apax Partners (1987–2005), and holds an MBA from Pace University and a BA in Economics from Lafayette College, where he is Trustee Emeritus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apax Partners | General Partner; Chief Operating Officer | 1987–2005 | Senior operating leader; private equity governance experience |
| Legacy Palvella | Director; Chair of Board | Director since Mar 2017; Chair since Jan 2018 | Led board through pre-merger phase; governance oversight |
| SkinMedica; Colorescience; Sunglass Hut; Spyder Active Sports | Director (prior) | Various prior periods | Public/private board service; sector breadth (SkinMedica acquired by Allergan) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Conventus Orthopaedics, Inc. | Board Member | Current | Private company board member |
| Lafayette College | Trustee Emeritus | Current | Academic governance role |
| Other Public Directorships | — | None | No current public company boards |
Board Governance
- Board leadership: Independent Chairman; CEO and Chair roles separated, with Jenkins as Chairperson of the Board .
- Independence: Board determined Jenkins is independent under Nasdaq rules .
- Committees: Audit Committee Chair; members include Jenkins, Elaine J. Heron, Ph.D., and Christopher Kiritsy; Jenkins and Kiritsy designated “audit committee financial experts” .
- Attendance: Post-merger board (2024) held one meeting; each director attended ≥75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet without management; all committees are fully independent .
- Policies: Code of Conduct, corporate governance guidelines, and insider trading policy (includes anti-hedging and anti-pledging) in place .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $0 | No cash fees recorded for Jenkins in 2024 |
| 2024 Option Awards (Grant-date fair value) | $318,142 | Director option compensation value under ASC 718 |
| Options Held (12/31/2024) | 43,125 | Total director stock options outstanding at year-end |
| Non-Employee Director Compensation Policy (Adopted Dec 13, 2024) | Amount |
|---|---|
| Annual Board Member Retainer (Member) | $40,000 |
| Chairperson of the Board (additional) | $30,000 |
| Committee Chair Retainers (Audit / Compensation / NCGC) | $15,000 / $10,000 / $8,000 |
| Committee Member Retainers (Audit / Compensation / NCGC) | $7,500 / $5,000 / $4,000 |
| Initial Equity Grant (new director) | Option to buy 24,700 shares; vest monthly over 36 months |
| Annual Equity Grant (approved Apr 29, 2025) | Option to buy 12,350 shares; vests on earlier of 1st anniversary or next annual meeting |
Performance Compensation
| Grant | Grant Date | Type | Shares | Exercise Price | Vesting |
|---|---|---|---|---|---|
| Initial director option | 2024-12-13 | Stock Option | 24,700 | $13.60 | 36 equal monthly installments, continued service required |
| Annual director option | 2025-06-10 | Non-Qualified Stock Option | 12,350 | $26.23 | Vests on earlier of 1-year anniversary or next annual meeting, continued service required |
- No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; vesting is time-based per policy .
Other Directorships & Interlocks
| Connection | Description | Potential Relevance |
|---|---|---|
| Ligand Pharmaceuticals | Palvella has funding and royalty agreements with Ligand; Todd C. Davis (PVLA director) is Ligand CEO | Related-party exposure through fellow director’s company |
| Petrichor Opportunities Fund I LP | Convertible notes purchased; Tadd S. Wessel (PVLA director) is managing partner of Petrichor’s investment manager | Financing interlock via fellow director’s affiliate |
| Eagles Mere Air Museum Foundation (controlled by Jenkins) | Participated in PIPE (11,026 shares; $154,328) and purchased $150,000 of convertible notes | Direct related-party transactions tied to Jenkins-controlled entity |
Expertise & Qualifications
- Deep healthcare investment and governance experience; former COO and general partner at Apax Partners .
- Audit committee financial expert; finance and auditing acumen .
- Multisector board experience, including healthcare, consumer, and private companies .
- Academic governance (Trustee Emeritus) supports oversight competence .
Equity Ownership
| Measure (as of Apr 14, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 211,347 |
| Ownership % of Outstanding | 1.9% (based on 11,042,965 shares) |
| Direct Holdings | 185,661 shares |
| Indirect Holdings (Eagles Mere Air Museum Foundation) | 11,026 shares |
| Options Exercisable within 60 Days | 14,660 shares |
| Total Options Held (12/31/2024) | 43,125 shares |
Insider Trades (Form 4; governance alignment signals)
| Transaction Date | Type | Qty | Price | Direct/Indirect | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|
| 2024-12-13 | Initial Director Option Award | 24,700 | $13.60 | Direct | 24,700 options | https://www.sec.gov/Archives/edgar/data/1583648/000106299324020817/0001062993-24-020817-index.htm |
| 2024-12-18 | Open Market Purchase | 4,000 | $12.93 | Direct | 180,671 shares | https://www.sec.gov/Archives/edgar/data/1583648/000106299324020879/0001062993-24-020879-index.htm |
| 2025-04-09 | Open Market Purchase | 2,500 | $20.13 | Direct | 183,171 shares | https://www.sec.gov/Archives/edgar/data/1583648/000158364825000025/0001583648-25-000025-index.htm |
| 2025-04-09 | Open Market Purchase | 2,490 | $20.27 | Indirect (Foundation) | 13,516 shares (indirect) | https://www.sec.gov/Archives/edgar/data/1583648/000158364825000025/0001583648-25-000025-index.htm |
| 2025-06-10 | Annual Director Option Award | 12,350 | $26.23 | Direct | 12,350 options | https://www.sec.gov/Archives/edgar/data/1583648/000158364825000040/0001583648-25-000040-index.htm |
Alignment signal: Repeated open-market purchases in Dec-2024 and Apr-2025, plus standard annual option grants, indicate incremental ownership alignment; indirect purchases via the foundation add complexity for conflict monitoring .
Governance Assessment
- Positives:
- Independent Chair with separate CEO/Chair roles; strong independence framework and executive sessions without management .
- Audit Committee chaired by an “audit committee financial expert”; robust oversight mandate including related-party transactions, internal controls, and cyber risk .
- Insider trading policy prohibits hedging and pledging; Clawback policy for executives (recoupment) underscores accountability culture .
- Ownership alignment via open-market purchases and meaningful beneficial holdings (1.9%) .
- Risks/RED FLAGS:
- Concentration of roles: Jenkins serves as both Board Chair and Audit Committee Chair—uncommon structure that can raise independence concerns around financial oversight; best practice typically avoids combining these roles .
- Related-party transactions: Jenkins controls Eagles Mere Air Museum Foundation, which participated in the PIPE financing and convertible notes—requires continued audit committee scrutiny for perceived conflicts (transactions are disclosed and reviewed, but visibility remains a governance sensitivity) .
- Interlocks on financing: Fellow directors linked to counterparties (Ligand; Petrichor) implicated in material agreements and financings; while policies exist, ongoing monitoring of committee independence and recusals is prudent .
- Attendance/Engagement:
- Post-merger 2024 attendance threshold met (≥75%); all directors attended the 2024 Annual Meeting—baseline engagement is adequate .
Overall: Jenkins brings strong financial and governance expertise and exhibits ownership alignment; however, dual Chair/Audit Chair roles and related-party links via his foundation introduce potential perception risks. Mitigation relies on transparent disclosures, strict committee independence, recusals, and robust related-party approval processes .