Christina Valauri
About Christina Valauri
Christina Valauri (age 69) is an independent Class I director of Tivic Health Systems, Inc. (TIVC), appointed July 1, 2024 after serving as a strategic advisor since April 2023. She holds a BA in Biology from Reed College and an MBA from Cornell University’s Johnson School, with 30+ years of capital markets leadership including Global Director of Research at Cantor Fitzgerald; she brings deep healthcare equity research, regulatory oversight, and strategic execution expertise . She is currently nominated for re‑election to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tivic Health Systems (TIVC) | Strategic Advisor | Apr 2023 – Jun 2024 | Advised on growth, operating performance, and regulatory oversight in healthcare capital markets |
| Tivic Health Systems (TIVC) | Class I Director | Jul 1, 2024 – present | Member: Audit & Risk; Compensation; Chair: Nominations & Corporate Governance |
| Credit Lyonnais, ING, Natixis | Senior Research Management Roles | Prior years | Led research teams; global analytical leadership |
| Cantor Fitzgerald | Global Director of Research | Prior years | Built/led global research; regulation and supervisory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precipio, Inc. (NASDAQ: PRPO) | Director; Member, Nominations & Governance Committee | Jan 2024 – present | Board governance oversight |
| Sagestone Advisory, LLC | Founder & CEO | Jul 2017 – present | Strategic consulting; growth execution |
| Weill Cornell Medicine BioVenture eLab | Mentor; Entrepreneur in Residence | Mentor since Apr 2021; EIR Jul 2023 – Jul 2024 | Mentoring commercialization of breakthrough health innovations |
| Hanover International, Inc.; Astia.org | Senior Advisor | Current | Advisory to early-stage healthcare companies |
Board Governance
- Independence: Board determined Valauri is independent under Nasdaq standards .
- Board leadership: Chair separate from CEO; board size currently four with one vacancy .
- Committee assignments:
- Audit & Risk Committee: Member (Chair: Sheryle Bolton); five formal meetings in FY2024; responsibilities include auditor oversight, internal controls, enterprise risk .
- Compensation Committee: Member (Chair: Sheryle Bolton); seven formal meetings in FY2024; oversees exec pay, clawback policy, equity plan administration .
- Nominations & Corporate Governance Committee: Chair; five formal meetings in FY2024; board composition, governance principles, effectiveness .
- Attendance: In FY2024, none of the directors attended fewer than 75% of board and committee meetings; all four directors attended the 2024 annual meeting .
Fixed Compensation
| Metric | FY2024 | Citation |
|---|---|---|
| Cash Fees (Director fees) | $20,500 | |
| Total Cash + Equity (Options fair value under ASC 718) | $23,854 |
Director fee schedule (Board Compensation Plan):
| Role | Annual Fee (Cash) | Citation |
|---|---|---|
| Director Retainer | $35,000 | |
| Chairperson of the Board | $15,000 | |
| Audit & Risk Committee Chair | $13,000 | |
| Compensation Committee Chair | $9,000 | |
| Nominating & Governance Committee Chair | $6,000 |
Performance Compensation
Directors receive equity primarily via stock options; no performance share units (PSUs) or explicit performance metrics are disclosed for director compensation.
| Component | Detail | FY2024 | Citation |
|---|---|---|---|
| Option Awards (grant-date fair value) | Service-based vesting (terms not detailed for directors) | $3,354 | |
| Options Outstanding (count) | Options held at year-end 2024 | 899 shares | |
| PSUs / Performance Metrics | None disclosed for directors | — |
Equity plan governance:
- 2021 Equity Incentive Plan amended/restated and expanded in 2024; further share reserve increase proposed/approved in 2025 to support biopharma buildout .
- Change-in-control treatment and minimum vesting provisions are plan-defined; performance-based awards are permitted under the plan .
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Precipio, Inc. (PRPO) | Director | Nominations & Governance | No related-party transactions disclosed at TIVC; independence affirmed; no interlocks with TIVC customers/suppliers disclosed |
Expertise & Qualifications
- 30+ years capital markets; former Global Director of Research at Cantor Fitzgerald; senior roles at Credit Lyonnais, ING, Natixis .
- Healthcare sector expertise across pharma, biotech, med-tech; commercialization and regulatory strategy experience .
- Recognized in WSJ “Best on The Street” All-Star Analyst Survey; Award for Excellence in Medical Education Public .
- Education: BA Biology (Reed College); MBA (Cornell Johnson) .
- Mentorship and advisory roles supporting early-stage health innovators .
Equity Ownership
Beneficial ownership and alignment (post reverse split effective Mar 7, 2025):
| Metric | As of Dec 31, 2024 | As of May 14, 2025 | Citation |
|---|---|---|---|
| Shares Held | — | — | |
| Vested/Exercisable Options (within 60 days) | 899 | 533 | |
| Total Beneficial Ownership (shares counted per SEC Rule 13d-3) | 899 | 533 | |
| % of Class | <1% | <1% |
Notes:
- 2025 record date outstanding shares: 878,341; Valauri’s beneficial ownership less than 1% .
- Reverse stock split 1-for-17 effected March 7, 2025; historic counts are not directly comparable across periods .
Governance Assessment
Strengths:
- Independent director with extensive capital markets and healthcare expertise; serves on all key committees and chairs Nominations & Governance, supporting board effectiveness and oversight .
- Strong committee activity (Audit: 5 meetings; Compensation: 7; Nominations: 5 in FY2024) and board attendance ≥75%, indicating engagement .
- No related-party transactions involving Valauri; firm policy for review/approval of related person transactions; anti-hedging policy applicable to directors .
Alignment and incentives:
- Director pay mix primarily fixed cash plus modest options; total FY2024 director compensation for Valauri was $23,854, with $3,354 equity option value—indicating limited equity-linked exposure .
- Beneficial ownership less than 1% post-split; alignment via options exists but ownership is small vs. outstanding shares .
RED FLAGS and risks:
- None disclosed regarding attendance shortfall, pledging, or related-party transactions; Section 16 delinquency disclosures in 2024 did not identify Valauri .
- Capital structure actions (equity line, preferred financings, plan share increases) heighten dilution risk for shareholders broadly; board recommended approvals (Proposals 2–6 in 2025) reflect financing needs rather than director-specific issues .
Overall: Valauri’s independence, committee leadership, and sector expertise are positives for board effectiveness. Equity ownership is modest, but standard for micro-cap boards; no conflict indicators are disclosed, and engagement appears solid based on committee activity and attendance .