Jeffrey Martini
About Jeffrey Martini
Jeffrey Martini, Ph.D., age 47, is Palvella Therapeutics’ Chief Scientific Officer (CSO) since December 2024; he previously served as SVP, Research & Development and Scientific Affairs from August 2020 to October 2024, and held executive roles at Marinus Pharmaceuticals (2018–2020) and Teva Pharmaceutical Industries (2013–2018). He holds a Ph.D. in Molecular Pharmacology and Structural Biology from Jefferson University and a B.S. in Life Sciences from Pennsylvania State University . 2024 executive compensation received a 98% say‑on‑pay approval, indicating broad shareholder support for pay programs . Program execution under Martini includes clinical progress and timelines for QTORIN rapamycin (SELVA Phase 3 top-line expected Q1 2026; TOIVA Phase 2 top-line mid‑December 2025), and scientific leadership in expanding indications (angiokeratomas) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Palvella Therapeutics (Legacy Palvella) | SVP, Research & Development and Scientific Affairs | Aug 2020 – Oct 2024 | Led R&D and scientific affairs; progressed QTORIN programs |
| Marinus Pharmaceuticals | Executive Director, BD & Corporate Strategy; Executive Director, Program Management | Jul 2018 – Aug 2020 | Business development, corporate strategy, program management responsibilities |
| Teva Pharmaceutical Industries | Senior Director, Project Champion | Jul 2013 – Jul 2018 | Program leadership in large-cap pharma environment |
External Roles
No public company board roles or external directorships disclosed in the proxy for Martini .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Paid ($) | 293,588 | 320,755 |
| Annual Base Salary In‑Effect ($) | — | 391,700 |
| Target Bonus % | 30% (offer letter target) | 40% (increased Dec 2024) |
| Annual Cash Bonus (Committee‑approved for 2024) ($) | — | 156,680 |
| Bonus Paid (SCT “Bonus” column) ($) | 39,852 | 209,680 |
| Option Awards (Grant‑date fair value, $) | 281,539 | 1,336,328 |
Notes: “Annual Base Salary In‑Effect” reflects policy salary, while “Base Salary Paid” reflects actual cash paid in SCT. SCT “Bonus” may include amounts earned for a period but paid in subsequent year; narrative discloses 2024 annual bonus award of $156,680 based on a corporate performance score of 100% .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance score | Company‑determined | 100% of target bonus (40% of base) | 100% corporate score | $156,680 (approved bonus) | Cash, paid on standard cycle |
Equity Awards and Vesting Structure
- Standard New‑Hire Grants: 25% at 1st anniversary, then monthly over 36 months, subject to continued employment .
- Subsequent Grants: Generally vest monthly over 48 months, subject to continued employment .
- 2024 Grants: 19,888 options pre‑merger; 126,416 options granted upon completion of the merger (company‑wide grants) .
| Option Grant (as of 12/31/24) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Detail |
|---|---|---|---|---|---|
| Oct 11, 2020 grant | 32,272 | — | 9.08 | 10/11/2030 | New‑hire schedule (25% + 36 mo) per policy |
| Feb 23, 2023 grant (lot A) | 8,498 | 4,681 | 9.79 | 2/22/2033 | 48 monthly installments |
| Feb 23, 2023 grant (lot B) | 4,681 | 5,532 | 9.79 | 2/22/2033 | 48 monthly installments |
| May 27, 2024 grant | 3,729 | 16,159 | 7.53 | 5/27/2034 | Subsequent grant, generally monthly over 48 months |
| Dec 12, 2024 grant | — | 126,416 | 13.60 | 12/12/2034 | Subsequent grant, generally monthly over 48 months |
No RSUs/PSUs are disclosed for Martini; equity awards are stock options with time‑based vesting .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Date/Methodology |
|---|---|---|---|
| Jeffrey Martini, Ph.D. | 81,205 | <1% | As of April 14, 2025; includes options exercisable within 60 days, out of 11,042,965 shares outstanding |
- Anti‑hedging and anti‑pledging: Executives are prohibited from short sales, derivatives, margin accounts, hedging/monetization transactions, and pledging company securities .
- Clawback: Incentive compensation subject to recovery for restatements and certain policy violations (including hedging/margin violations) over prior three completed fiscal years .
- Stock ownership guidelines: Not disclosed in the proxy for executives [search scope within proxy; no guideline language in retrieved sections] .
Employment Terms
- Offer letter dated July 27, 2020; at‑will employment; initial base salary $275,000; target bonus 30%; eligible for one‑time $43,925 payment for 2020 goals; initial option grant to purchase 104,283 shares with standard new‑hire vesting .
- Restrictive covenants: Confidentiality, assignment of inventions, non‑competition and non‑solicitation during employment and for 12 months following cessation; severance eligibility conditioned on compliance with restrictive covenants .
- Severance/change‑of‑control: Specific severance multiples or change‑of‑control terms for Martini are not disclosed in the proxy sections retrieved; company‑wide 280G cutback applies to certain executives (disclosed for CEO) . No tax gross‑ups disclosed in retrieved sections .
- Insider trading policy: Prohibits trading on MNPI; policy filed as exhibit to 2024 Annual Report .
- Equity grant timing: Board/Comp Committee did not time grants around material non‑public information in 2024; blackout windows applied .
Performance & Track Record
- Scientific leadership: Martini led scientific rationale linking lymphatic lineage of angiokeratomas to VEGF/mTOR pathways, supporting QTORIN rapamycin’s indication expansion .
- Clinical execution: SELVA Phase 3 (microcystic LMs) top‑line expected Q1 2026; TOIVA Phase 2 (cutaneous VMs) top‑line mid‑December 2025; enrollment completed for TOIVA .
- External credibility: Presented at Rutgers’ Center for Dermal Research on QTORIN platform and rare dermatologic indications .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risk .
- Clawback policy in place; mitigates restatement‑related payout risk .
- Related party transactions: No executive‑specific related‑party transactions for Martini disclosed in retrieved sections; company adopted a formal related party transaction policy at merger closing .
- Insider selling pressure: Form 4 data could not be retrieved due to an authorization error during insider‑trades skill access; monitor future Form 4 filings for selling/exercises around vesting events [insider‑trades skill attempted; 401 Unauthorized].
Compensation Structure Analysis
- Mix shift: Equity compensation for Martini is option‑heavy with time‑based vesting; no RSUs/PSUs disclosed, indicating higher performance/timing leverage vs. guaranteed equity .
- At‑risk pay: Annual bonus tied to corporate performance score; 2024 payout at 100% of target bonus indicates goals met company‑wide .
- Governance overlays: Anti‑hedging/pledging and clawback policies strengthen alignment and reduce opportunistic trading risk .
- Peer group/benchmarking: Compensation peer group or target percentile not disclosed in retrieved proxy sections .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~98% of votes cast supported executive compensation .
Equity Ownership & Outstanding Awards Detail
| Category | Shares/Options | Notes |
|---|---|---|
| Beneficial ownership | 81,205 shares (<1%) | Includes options exercisable within 60 days |
| Options exercisable | 32,272; 8,498; 4,681; 3,729 | Various strikes ($9.08, $9.79, $7.53) |
| Options unexercisable | 4,681; 5,532; 16,159; 126,416 | Time‑based vesting; expirations in 2033–2034 |
Investment Implications
- Alignment: Martini’s compensation emphasizes long‑dated options with time‑based vesting, aligning value realization with sustained program advancement; anti‑hedging/pledging and clawback add discipline .
- Retention and selling pressure: Large unvested option blocks (notably 126,416 from Dec 2024) create scheduled vesting over the next 4 years; monitor Form 4s for exercises/sales around corporate newsflow and vesting dates given expirations through 2034 .
- Execution risk: Near‑term catalysts (TOIVA top‑line mid‑Dec 2025; SELVA top‑line Q1 2026) heighten performance sensitivity; Martini’s scientific leadership in indication expansion and trial execution is central to value creation .
- Pay‑for‑performance: 2024 bonus paid at 100% corporate score suggests goal attainment; absence of RSUs/PSUs may limit direct linkage to external TSR vs. internal clinical milestones; however, option leverage provides upside alignment with share price appreciation .
- Governance comfort: Strong shareholder support (98% say‑on‑pay), anti‑hedging/anti‑pledging, and clawback frameworks reduce governance red flags, though explicit severance/change‑of‑control terms for Martini are not detailed in retrieved sections .