Michael Handley
About Michael Handley
Michael K. Handley is Chief Operating Officer and President of Tivic Biopharma at Tivic Health Systems (appointed February 18, 2025; age 54 as of May 14, 2025). He brings >20 years across drug/device commercialization, regulatory/clinical, operations, and licensing, having led or assisted in commercialization of 17 drugs/devices (~$7B annual sales) and participated in successful exits to Johnson & Johnson and Boston Scientific. Education: B.S. in molecular biology and physiology (minors in chemistry, neurobiology) from Colorado State University; Executive MBA studies at Pepperdine Graziadio Business School. Tenure focus: building Tivic’s biopharma team and advancing Entolimod (TLR5 agonist) through manufacturing validation, regulatory approval, and commercialization .
Performance metrics (TSR, revenue growth, EBITDA growth) tied specifically to Handley’s Tivic tenure are not disclosed in company filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Statera Biopharma, Inc. | President, CEO, Chairman | 2021–Feb 2025 | Led growth strategy, advanced clinical/IP, BD and financing; prior CEO experience relevant to TLR5 licensing |
| Immune Therapeutics | CEO, Director | Jul 2019–Mar 2020 | Led company operations and strategy during transition period |
| Armis Biopharma | CEO, Director | 2012–2018 | Executed profitable growth, global product approvals, IP, commercialization, financing |
| Vessix Vascular, Inc. | VP Clinical, Quality & Regulatory (Founder) | 2011–2012 | Built clinical/regulatory functions; company later acquired |
| Acclarent, Inc. | Global Head of Regulatory | 2010–2011 | Regulatory leadership; company later acquired |
| Spectranetics; Accelapure | Senior executive roles | Prior to 2010 | Device/biotech leadership roles (commercial and ops) |
| Genentech; Amgen; Gliatech | Consulting/drug development roles | Various | Early-stage development roles in public biotech companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Statera Biopharma, Inc. | Chairman of the Board | 2021–Feb 2025 | Board leadership concurrent with CEO role |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base Salary | $300,000 per annum (subject to review/adjustment) | |
| Target Bonus % | Up to 35% of base, discretionary, based on company milestones and profitability; not payable if employment terminates before Dec 31 of the year | |
| PTO/Benefits | Uncapped PTO (Responsible Adult Policy) and eligibility for employee benefit plans | |
| Employment Status | At-will; full-time efforts; no other employment/consulting without prior written consent |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company milestones, profitability, and Board-defined objectives | Not disclosed | Up to 35% of base | Not disclosed | Paid within ~90 days after year-end if approved | N/A |
| Equity Inducement RSUs | Service-based (no performance condition disclosed) | N/A | 600,000 RSUs | N/A | Granted under Nasdaq 5635(c)(4) inducement exemption; outside 2021 Plan but Plan terms apply unless otherwise stated | 25% at 1st anniversary; remaining 75% in 12 equal quarterly installments over 3 years |
RSU Vesting Schedule (Inducement Grant)
| Milestone | Date | Shares |
|---|---|---|
| 25% cliff vest | Feb 18, 2026 (1st anniversary of grant) | 150,000 |
| Quarterly vest (equal installments) | 12 quarters from 2026–2029 | 37,500 per quarter (total 450,000) |
Equity Ownership & Alignment
| Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership (Common Stock) as of May 14, 2025 | 0 shares; not a named >5% holder and excluded from table due to no beneficial ownership | |
| Ownership % of outstanding | 0% (878,341 shares outstanding on Record Date) | |
| RSUs granted (unvested as of Nov 2025) | 600,000 RSUs (first vest Feb 18, 2026) | |
| Options (exercisable/unexercisable) | None disclosed | |
| Pledging of shares | Not disclosed; company has Anti-Hedging Policy prohibiting hedging; no pledging policy disclosed | |
| Ownership guidelines (executive) | Not disclosed |
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| Agreement Date & Role | Employment Agreement dated Feb 18, 2025; COO and President, Tivic Biopharma | |
| At-Will & Duties | At-will; full-time efforts; remote work approved by company; business travel as needed | |
| Severance (Involuntary Termination) | 6 months of base salary paid over severance period, plus employer-paid COBRA for 6 months (must have worked ≥6 months; subject to timely release of claims) | |
| Good Reason | Material diminution of authority/duties, ≥20% pay cut (broad-based exception), or non-temporary relocation increasing commute >50 miles; notice/cure required | |
| Cause | Enumerated misconduct (felony, dishonesty, failure to perform after notice, non-cooperation, detrimental conduct, fiduciary/material legal violations, insubordination, etc.) | |
| Arbitration & Confidentiality | Mandatory binding arbitration agreement; Employee Invention Assignment & Confidentiality Agreement required | |
| Clawback | Company-wide Compensation Recovery Policy (SEC/Nasdaq compliant) for restatements; no indemnification/reimbursement for clawbacks | |
| Change-of-Control (Equity) | 2021 Plan provides successor may continue/assume/substitute or pay value; if successor refuses, awards vest 100% contingent on consummation. Inducement RSUs adopt 2021 Plan terms unless otherwise specified |
Investment Implications
- Equity-heavy comp with 600,000 RSUs creates strong alignment but introduces potential vest-related supply overhang starting Feb 2026 (150,000 shares) and ~37,500 per quarter thereafter, subject to settlement and trading windows. Anti-hedging reduces misalignment risk; no pledging disclosed .
- Retention risk moderate: severance equals 6 months base + 6 months COBRA; Good Reason protections exist, but no explicit non-compete post-termination disclosed. Arbitration may streamline dispute resolution .
- Change-of-control mechanics: If a transaction occurs and awards are not continued/assumed/substituted or paid, RSUs vest fully; otherwise, automatic acceleration is not guaranteed—important for evaluating potential M&A scenarios and executive incentives .
- Related-party risk mitigated: despite prior role at Statera (licensor of Entolimod), company discloses no related-person transactions for Handley and no family relationships; governance committees are independent and compensation policy includes a clawback .
- Execution upside: track record includes commercialization of 17 products (~$7B annual sales) and prior exits to J&J/Boston Scientific, positioning Tivic’s biopharma program (Entolimod) for accelerated development; successful milestones could trigger broader equity usage/dilution via plan amendments and financing (Series A/B Preferred, ELOC), which investors should weigh against growth prospects .