Michael Kelly
About Michael Kelly
Michael Kelly, 59, is an independent director of ARS Pharmaceuticals (SPRY) who has served on the Board since May 2019. He is currently CEO, President, and a director of NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF), and brings 25+ years of pharmaceutical commercial and leadership experience, including roles at Adapt Pharma (NARCAN Nasal Spray), Covis Pharmaceuticals, Jazz Pharmaceuticals, ViroPharma, Guilford Pharmaceuticals, and TAP Pharmaceuticals. He holds a B.S. in Business Administration (The College of New Jersey) and an MBA (Rider University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adapt Pharma, Inc. | President, U.S. Operations | 2016–Jun 2019 | Led commercialization of NARCAN nasal spray |
| Covis Pharmaceuticals, Inc. | Chief Executive Officer and Director | 2013–2016 | Executive leadership in therapeutics for life‑threatening and chronic illnesses |
| Azur Pharma Limited | Founding management team | Not disclosed | Strategic merger → Senior VP Sales & Marketing at Jazz Pharmaceuticals |
| Jazz Pharmaceuticals plc | Senior Vice President, Sales & Marketing | Post-merger (dates not disclosed) | Commercial leadership; CNS portfolio |
| Guilford Pharmaceuticals Inc. | Vice President, Commercial Operations | Not disclosed | Commercial operations |
| ViroPharma Incorporated | Vice President, Sales & Marketing | Not disclosed | Commercial leadership |
| TAP Pharmaceuticals Inc. | Various commercial and medical roles | Not disclosed | Commercial/medical roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF) | Chief Executive Officer, President, and Director | Apr 2023–present | Clinical-stage biotech; public company board service |
Board Governance
- Independence: The Board determined all directors other than Lowenthal, Saunders, Shah, and Shawver are independent under Nasdaq rules; Kelly is independent .
- Committee assignments: Audit Committee member and Commercial Committee member; not a chair .
- Committee meeting cadence (2024): Audit (5), Compensation (2), Nominating & Corporate Governance (1), Commercial (1; committee established June 2024) .
- Attendance: The Board met four times in 2024; no director attended fewer than 75% of aggregate Board and applicable committee meetings .
- Board leadership: Chair is Pratik Shah; separation of Chair and CEO roles; committee chairs report annually .
- Hedging/pledging: Company policy prohibits short sales, options/hedging, and pledging/margining by directors, officers, employees, and consultants .
- Executive sessions: Compensation Committee meets regularly in executive session .
Fixed Compensation
| Year | Cash Fees ($) | Components/Policy Reference |
|---|---|---|
| 2024 | 55,000 | Non-employee director policy (as of 2024): annual cash retainer $40,000; additional member retainers—Audit $10,000, Commercial $10,000, Compensation $7,500, Nominating $5,000; chair retainers—Audit $20,000, Commercial $20,000, Compensation $15,000, Nominating $15,000. Actual paid cash fees to Kelly totaled $55,000 in 2024 (proration reflects committee timing) . |
| 2025 policy changes | — | April 2025 amendment: annual cash retainer increased to $50,000; Chair retainer increased to $35,000 (board chair; not applicable to Kelly unless serving as Chair) . |
Performance Compensation
| Year | Equity Grant Type | Shares/Value | Vesting/Terms |
|---|---|---|---|
| 2024 | Annual stock option grant | Aggregate grant-date fair value $232,932 | Annual director option grants (as of 2024 policy): 40,000 shares at annual meeting; vest on earlier of first anniversary or next annual meeting; 10-year term; accelerate on change in control . |
| Policy – Initial Grants | Stock option grant | 80,000 shares (2024 policy); reduced to 60,000 (Apr 2025 amendment) | Vesting: 1/3 at first anniversary, remainder monthly over next 24 months; 10-year term; accelerate on change in control . |
| Policy – Annual Grants | Stock option grant | 40,000 shares (2024 policy); reduced to 30,000 (Apr 2025 amendment) | Vest at earlier of first anniversary or next annual meeting; 10-year term; accelerate on change in control . |
No performance metrics (e.g., TSR, revenue, EBITDA) are disclosed for director equity awards; options are time‑based and align with stock price appreciation .
Other Directorships & Interlocks
| Company | Type | Role/Interlock | Relevance |
|---|---|---|---|
| NervGen Pharma Corp. | Public | CEO, President, Director | External leadership; no SPRY related-party transactions disclosed with NervGen –. |
| Adapt Pharma/Emergent BioSolutions | Industry network | Prior executive role at Adapt; SPRY’s CCO Eric Karas previously led commercial initiatives for NARCAN at Adapt and later Emergent | Potential information flow/market access benefits; not a related-party transaction . |
Expertise & Qualifications
- Commercial expertise in acute care and specialty pharma; led launches and sales/marketing across multiple biopharma companies .
- Education: B.S. (The College of New Jersey), MBA (Rider University) .
- Board qualifications: independent director; Audit Committee service indicates financial statement literacy per Nasdaq requirements .
Equity Ownership
| Holder | Direct/Indirect Shares (#) | Options Exercisable ≤60 Days (#) | Total Beneficial Ownership (#) | % Outstanding | Notes |
|---|---|---|---|---|---|
| Michael Kelly | 83,225 (2019 Michael Kelly Irrevocable Deed of Trust) [trustee: Joan C. Kelly] | 228,612 | 311,837 | <1% | Mr. Kelly may be deemed to share voting/dispositive power over trust shares; options within 60 days as of Mar 31, 2025 . |
| Options outstanding (Dec 31, 2024) | — | — | 268,612 | — | Aggregate options held at year-end; differs from ≤60 days exercisable count due to vesting timing . |
| Pledging/Hedging | — | — | — | — | Company policy prohibits hedging and pledging by directors . |
Governance Assessment
- Strengths:
- Independence and Audit Committee membership support board oversight of financial reporting and risk; Board confirms Audit/Comp/Nominating members meet Nasdaq independence standards –.
- Attendance and engagement: Board/committees met regularly in 2024 with no director below 75% attendance .
- Alignment: Director equity via options; change-in-control acceleration standard under plan; hedging/pledging banned, reducing misalignment risk .
- Watch items:
- Board chair is not independent (Shah), which may reduce perceived independent leadership; no lead independent director disclosed .
- Related-party transactions at board level (not involving Kelly): (i) Marlinspike consulting fees ($240,000 in 2024; $60,000 Q1’25) with Chair Shah’s firm; (ii) PLC consulting fees ($2.2M in 2024; $0.7M Q1’25) with CEO and CMO owners; (iii) Aegis royalty assignment to OrbiMed (board member Thompson at OrbiMed) with remaining $11.0M milestones and mid-single-digit sales royalties. These require robust audit committee oversight to mitigate conflict concerns .
- Director pay structure: April 2025 changes increase fixed cash retainer and reduce equity grant sizes; modest shift toward guaranteed cash may slightly reduce equity leverage, though overall pay remains option-heavy .
- Say-on-Pay/Clawback context:
- As an emerging growth company, SPRY is exempt from say-on-pay; however, it adopted a Dodd-Frank-compliant clawback policy for executive incentive compensation in Oct 2023 (applies to executives, not directors) .
Overall, Kelly’s independent status, Audit and Commercial Committee service, and pharma commercialization background bolster board effectiveness; oversight of board-level related-party transactions remains an important area for investors to monitor – –.