Todd Davis
About Todd C. Davis
Todd C. Davis (age 64) is an independent director of Palvella Therapeutics, Inc. (PVLA) since December 2024; he chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee . Davis is Chief Executive Officer and a director of Ligand Pharmaceuticals Incorporated (since December 2022), founder/managing partner of RoyaltyRx Capital, and a veteran healthcare investor and operator (ex‑Apax Partners, Paul Capital, HealthCare Royalty Partners) with an MBA from Harvard and a B.S. from the U.S. Naval Academy . PVLA’s board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthCare Royalty Partners (Cowen/HCRP) | Co‑founder & Managing Partner | 2006–Jan 2018 | Led global healthcare royalty investing |
| Paul Capital Partners | Partner; co‑managed royalty investments | 2004–2006 | Royalty Management Committee member |
| Apax Partners | Partner (biopharma growth equity) | 2001–2004 | Growth equity investments in biopharma |
| Elan Pharmaceuticals, LLC | General management, BD, licensing | 1997–2001 | Commercial and BD leadership |
| Abbott Laboratories | Sales and product management | 1990–1995 | Progressive commercial roles |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Ligand Pharmaceuticals Incorporated | Chief Executive Officer; Director | Public | CEO since Dec 2022; current director |
| Benuvia Holdings, Inc. | Executive Chairman; Director | Private | Current |
| Virocell Biologics | Director | Private | Current |
| Channel Therapeutics Corporation | Director | Private | Current |
| Vaxart, Inc. | Director | Public | 2021–2023 (prior) |
| BioDelivery Sciences International, Inc. | Director | Public | 2018–2022 (prior; acquired in 2022) |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: PVLA board determined Davis is independent under Nasdaq rules; all committees consist entirely of independent directors .
- Attendance: Post‑merger in 2024, the board held one meeting and committees held none; each director attended at least 75% of applicable meetings .
- Board leadership: Independent Chairman (George M. Jenkins) and separate CEO; independent directors meet in regular executive sessions .
- Compensation advisor: Radford engaged by the Compensation Committee in Dec 2024; reports to the committee and advises on executive and director compensation .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board Member retainer | $40,000 | Non‑employee director cash retainer (adopted Dec 13, 2024) |
| Board Chair additional retainer | $30,000 | Not applicable to Davis |
| Committee Chair retainer – Compensation | $10,000 | Applicable to Davis (Chair) |
| Committee Member retainer – Nominating & Corporate Governance | $4,000 | Applicable to Davis (Member) |
| Audit Committee fees | Chair $15,000; Member $7,500 | Not applicable to Davis |
| 2024 Director Compensation (Davis) | Cash Fees ($) | Option Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| Todd C. Davis | — | 318,142 | 318,142 |
Observation: In 2024 (post‑merger appointment on Dec 13, 2024), Davis received no cash fees; compensation was equity‑based, aligning director pay with shareholder outcomes .
Performance Compensation
| Equity Award | Grant Details | Vesting | Quantity |
|---|---|---|---|
| Initial equity grant (policy) | Option to purchase common stock | 36 equal monthly installments; service‑based | 24,700 shares |
| Annual equity grant (approved Apr 29, 2025) | Option to purchase common stock | Vests on earlier of 1‑year anniversary or next Annual Meeting; service‑based | 12,350 shares |
| Davis – Options outstanding (as of Dec 31, 2024) | Aggregate options held | Various historical grants | 40,804 shares |
No director performance metrics (e.g., TSR, EBITDA) are disclosed for director pay; equity options serve as at‑risk compensation tied to stock price .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current external public role | CEO and director at Ligand Pharmaceuticals Incorporated |
| PVLA–Ligand transaction link | Legacy Palvella entered funding agreements with Ligand in 2018 and 2023 (royalties 8.0%–9.8% on net sales; up to $8.0M milestones, $5.0M remaining) while Davis is Ligand CEO; legacy obligations classified as derivative liability and debt instrument |
| PIPE participation | Davis purchased 36,732 PVLA shares in the Dec 13, 2024 PIPE for $514,126 |
| Convertible notes | Davis purchased $500,000 of Legacy Palvella convertible notes in June–July 2024; Ligand purchased $2,500,000; notes converted into PVLA common at PIPE closing |
| Management ties | PVLA CFO Matthew E. Korenberg served as President/COO (2022–2024) and CFO (2015–2022) at Ligand; strengthens network ties with Davis |
| Committee interlocks | Compensation Committee members (Davis, Wessel) are independent; no insider participation or reciprocal board interlocks involving PVLA executives reported for 2024 |
Expertise & Qualifications
- Healthcare investment and royalty finance expertise (Apax, Paul Capital, HCR Partners) and operating leadership (Ligand CEO) .
- Board governance and compensation oversight experience; PVLA board cites extensive industry and investment management background as qualification .
- Education: MBA (Harvard), B.S. (U.S. Naval Academy) .
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Todd C. Davis | 112,547 | 12,339 | 124,886 | 1.1% (of 11,042,965 shares) |
Pledging/hedging: PVLA policy prohibits directors from hedging, shorting, margin, or pledging company securities, supporting alignment and risk control .
Governance Assessment
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Strengths
- Independent director with deep healthcare finance and operating experience; chairs Compensation Committee and serves on NCGC; committees are fully independent and use an external consultant (Radford) .
- Director pay emphasizes equity options; Davis received no cash fees in 2024, increasing ownership alignment; beneficial ownership totals 1.1% .
- Board leadership structure separates CEO and independent Chair; independent directors meet in executive session; annual independence review .
-
Potential conflicts and RED FLAGS
- Related‑party exposure: As CEO/director of Ligand, Davis is linked to PVLA’s legacy financing arrangements with Ligand (royalty 8.0%–9.8%, milestone payments); this is a material ongoing economic relationship requiring robust oversight and recusal in related matters .
- Capital participation: Davis participated in PVLA financing (PIPE $514,126; convertible notes $500,000) alongside Ligand; while positive for alignment, it heightens conflict sensitivity in board deliberations on financing or commercialization where Ligand has economic interests .
- Network interlock: PVLA’s CFO previously held senior roles at Ligand, suggesting close ties; independence is affirmed, but optics require transparent conflict management .
-
Mitigations and process quality
- PVLA adopted a written related‑party transaction policy post‑merger; Audit Committee oversees related‑party transactions and compliance; NCGC oversees conflicts and independence; Audit Committee reviews legal/compliance risks .
- Anti‑hedging/pledging policy for directors/officers enhances long‑term alignment; compensation clawback policy applies to executives (not directors) .
-
Shareholder sentiment
- 2024 say‑on‑pay approval ~98%, indicating broad investor support for compensation practices (executive program; contextual for governance confidence) .
Implications: Davis brings valuable capital markets and royalty expertise aligned with PVLA’s rare disease strategy, but his Ligand linkage is a standing conflict that warrants strict recusal and Audit Committee oversight in any decisions impacting Ligand‑related royalty/milestone economics or financing. His equity‑heavy director compensation and personal financial stake support investor alignment, while the committee independence and formal related‑party policy reduce governance risk if consistently enforced .