Tadd Wessel
About Tadd S. Wessel
Independent director (Class II) at Palvella Therapeutics (PVLA) since December 2024; age 49. Founder and Managing Partner of Petrichor (since 2017) and Scion Life Sciences (since 2020); previously Partner at OrbiMed, VP at Fortress, and began career in life sciences investment banking at Citigroup and Robertson Stephens; A.B. in Biology from Princeton University . The Board classifies him as independent under Nasdaq rules; PVLA separates Chair and CEO roles and holds regular executive sessions of independent directors, supporting effective oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Petrichor | Founder & Managing Partner | Since Jan 2017 | Led healthcare-focused private investments; extensive life sciences company-building experience |
| Scion Life Sciences (affiliate of Petrichor) | Founder & Managing Partner | Since Sep 2020 | Healthcare/life sciences investing platform |
| OrbiMed Advisors | Partner | Prior to Petrichor (dates not disclosed) | Built structured investment business |
| Fortress Investment Group | Vice President (Healthcare) | Prior to OrbiMed (dates not disclosed) | Healthcare investments |
| Citigroup; Robertson Stephens | Investment Banking (Life Sciences) | Early career (dates not disclosed) | Life sciences M&A/financing |
External Roles
| Organization | Role | Status |
|---|---|---|
| AIM at Melanoma Foundation | Advisory Board member | Current |
| International Centers for Precision Oncology (ICPO) | Board member | Current |
| Aurion Biotech | Board (recent) | Recent board service (most recently) |
| ITM Isotope Technologies Munich SE | Board (recent) | Recent board service (most recently) |
| Other public directorships | — | None currently |
Board Governance
- Independence: PVLA Board deems Wessel independent; only CEO (Kaupinen) is non-independent .
- Committee assignments: Member—Compensation Committee; Member—Nominating & Corporate Governance Committee .
- Committee leadership: Compensation Committee chaired by Todd C. Davis (Wessel is member); Nominating & Corporate Governance Committee chaired by Elaine J. Heron, Ph.D. .
- Attendance: In 2024 post-merger period, Board held one meeting; all post-merger directors attended at least 75% of applicable Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Independent Chair (George M. Jenkins); CEO and Chair roles separated; independent director executive sessions held .
Committee Assignments (current)
| Committee | Role |
|---|---|
| Compensation | Member |
| Nominating & Corporate Governance | Member |
Fixed Compensation
- Cash retainers (approved Dec 13, 2024): Annual Board member $40,000; Chair add’l $30,000; Committee Chair retainers—Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $8,000; Committee member retainers—Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $4,000 .
- 2024 actual: Wessel had $0 cash fees; his 2024 director compensation consisted solely of equity option awards valued at $231,844 (ASC 718) .
| Year | Fees Earned (Cash) | Equity (Options, grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $0 | $231,844 | $231,844 |
Performance Compensation
- Structure: Non-employee director equity is time-based, not performance-metric-based. Initial equity grant: option to purchase 24,700 shares vesting in 36 equal monthly installments (service-based). 2025 annual equity grant: option to purchase 12,350 shares, vesting on the earlier of first anniversary of grant or next annual meeting (service-based) .
- 2024 equity realization: ASC 718 fair value for Wessel’s 2024 option grant was $231,844; no PSU/TSR/revenue/EBITDA performance metrics are disclosed for director equity .
| Grant Date | Award Type | Shares | Vesting | Reported Value |
|---|---|---|---|---|
| 2024 (initial, upon joining policy) | Stock Option | 24,700 | 36 equal monthly installments; continued service required | $231,844 (ASC 718) |
| Apr 29, 2025 (annual) | Stock Option | 12,350 | Earlier of 1 year or next annual meeting; continued service required | N/A in 2024 table |
No director performance metrics (e.g., TSR, EBITDA) are tied to these awards; awards vest purely on service .
Other Directorships & Interlocks
- Current public company directorships: None .
- Compensation Committee interlocks: During 2024 post-merger, Compensation Committee members were Todd C. Davis (Chair) and Tadd S. Wessel; none were PVLA executive officers, and no interlocks with other issuers’ comp committees were disclosed .
Expertise & Qualifications
- 25+ years in healthcare finance and company-building; led structured investments at OrbiMed; VP healthcare investments at Fortress; founder of Petrichor and Scion Life Sciences; Princeton AB in Biology .
- Board experience: has served on 30+ boards; recent examples include Aurion Biotech and ITM Isotope Technologies Munich SE; governance and capital allocation expertise relevant to PVLA’s stage and sector .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % Outstanding | Notes |
|---|---|---|---|
| Tadd S. Wessel | 4,116 | <1% | Consists solely of options exercisable within 60 days of April 14, 2025 |
| Options held (total outstanding as of 12/31/2024) | 24,700 | — | Director options outstanding; across directors: Wessel 24,700; Heron 29,342; Davis 40,804; Jenkins 43,125; Kiritsy 28,512 |
- Pledging/hedging: Company policy prohibits directors from short sales, derivatives/hedging, margin accounts, and pledging of company securities, supporting alignment with shareholders .
Related-Party Transactions and Conflicts
| Date/Instrument | Counterparty | Amount/Terms | Potential Governance Relevance |
|---|---|---|---|
| Jun–Jul 2024 Convertible Notes (Legacy Palvella) | Petrichor Opportunities Fund I LP | $2,500,000 principal; SOFR+2.0%; converted into PVLA equity at PIPE price upon closing of PIPE financing | Wessel is Managing Partner of Petrichor’s investment manager; transaction approved by Legacy Palvella board; PVLA adopted a formal related-party transaction policy post-merger |
- Additional related parties in PIPE: Investments by entities affiliated with BVF, Suvretta (Averill), Samsara, Eagles Mere Air Museum Foundation (controlled by Chair George Jenkins), Todd C. Davis, and CEO Wesley Kaupinen were disclosed; these underscore board-connected investors on the cap table, warranting ongoing related-party oversight .
Governance Assessment
Strengths
- Independent director with deep healthcare investing and board experience; sits on key governance and compensation committees, enhancing oversight .
- Robust governance practices: independent Chair; regular executive sessions; anti-hedging/anti-pledging policy .
- Attendance/engagement: met attendance thresholds; participated in annual meeting .
Watch items / potential red flags
- Related-party exposure: Petrichor (managed by Wessel) invested $2.5M in Legacy Palvella convertible notes that converted in connection with the PIPE; while disclosed and approved, this creates an appearance of potential conflicts, especially with Wessel on the Compensation Committee. Continued rigorous application of the related-party transaction policy (adopted post-merger) and Audit/NCGC oversight is advisable .
- Ownership alignment: Beneficial ownership by Wessel is modest (4,116 shares via currently exercisable options; <1%), though he holds time-vested options (24,700) and received an annual option grant for 2025; lack of disclosed director stock ownership guidelines may limit explicit alignment targets .
- No disclosed director-level performance metrics; equity is time-based rather than performance-based, which is typical but offers fewer pay-for-performance signals for investors .
Overall, Wessel brings valuable financing and governance experience and is classified as independent; the historical Petrichor note financing is the primary conflict to monitor going forward, mitigated by PVLA’s newly adopted related-party policy and committee-level oversight .