Jill Broadfoot
About Jill Broadfoot
Jill Broadfoot, age 64, has served as an independent director of Talphera (TLPH) since November 2021. She is the company’s Audit Committee Chair and is designated an “audit committee financial expert.” Broadfoot is currently CFO of aTyr Pharma (since July 2018), holds a B.S. in Business Administration & Accounting (San Diego State University), and is a Certified Public Accountant (inactive). She also serves on Cue Biopharma’s board (Audit Committee Chair) and has prior senior finance roles at Emerald Health, GW Pharmaceuticals, Vical, DJO Global, and Ernst & Young. The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| aTyr Pharma, Inc. | Chief Financial Officer | Jul 2018–present | Public-company CFO; capital markets and controls |
| Emerald Health Pharma/Bioceuticals | Chief Financial Officer | Jan 2017–Jul 2018 | Built U.S. finance, governance, IR functions |
| GW Pharmaceuticals | VP, U.S. Corporate Controller | May 2016–Jan 2017 | Implemented U.S. public-company standards, commercial ops setup |
| Vical Inc. | Chief Financial Officer | Oct 2004–Mar 2013 | Oversaw finance, IR, manufacturing, IT, HR, BD |
| DJO Global, Inc. | Various roles, most recently VP Finance | Prior to 2004 | Senior finance leadership |
| Ernst & Young LLP | Audit Manager | Early career | Audit and accounting foundation |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| Cue Biopharma, Inc. | Director; Audit Committee Chair; member of Nominating & Corporate Governance | Jun 4, 2025 | Audit (Chair); Nominating & Governance |
| Angiocrine Bioscience, Inc. (private) | Director | n/a | n/a |
Board Governance
- Classification and term: Class I director; current class term runs to the 2027 annual meeting. As of Apr 29, 2025, Class I = Adrian Adams and Jill Broadfoot.
- Committee assignments (current as of Aug 29, 2025): Audit (Chair); Compensation: Wan (Chair), Hoffman, Jain; Nominating & Corporate Governance: Adams (Chair), Jain, Wan; FAST: Bozilenko (Chair), Adams, Jain, Wan.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq; Audit Committee members meet Nasdaq/Rule 10A-3 independence, and Broadfoot is an “audit committee financial expert.”
- Attendance: The Board met 7 times in 2024; each director other than Mr. Rosen attended ≥75% of Board and relevant committee meetings (Broadfoot met the threshold). Committee meetings in 2024: Audit 4, Compensation 5, Nominating 2, FAST 1.
- Audit Committee scope includes independent auditor oversight, internal control and ICFR effectiveness, related-party transaction review, and cybersecurity risk management.
Fixed Compensation
- Cash retainers (structure): Annual director retainer $40,000; Audit Chair +$20,000; Audit Committee member +$10,000; Compensation Chair +$15,000; Nominating Chair +$10,000; FAST Chair +$20,000; Compensation/Nominating/FAST members $7,500/$5,000/$10,000, respectively. Cash retainers were suspended Oct 1, 2024 for 12 months.
- 2024 actual for Broadfoot: Fees earned $45,000; stock awards $1,924; option awards $9,425; total $56,349.
| Director Compensation (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $45,000 |
| Stock Awards (grant-date fair value) | $1,924 |
| Option Awards (grant-date fair value) | $9,425 |
| Total | $56,349 |
Notes: 2024 standard annual grant on June 24, 2024: 2,174 RSUs and 13,044 options at $0.885, vesting on first anniversary.
Performance Compensation
- Director equity structure: mix of options and RSUs. Feb 2024 policy set 80% options / 20% RSUs for annual director grants (13,044 options; 2,174 RSUs).
- 2025 adjustment: To offset the 12‑month suspension of cash fees, annual director grant increased to 25,600 options and 4,267 RSUs, both vesting in full on the one‑year anniversary.
- 2025 Form 4 confirmation (awarded on Oct 23, 2025): 25,600 options at $1.14; 4,267 shares of common stock (RSU award reported as “A – Award”); post‑transaction totals: 25,600 options and 8,547 common stock reflected on the filing.
| Equity Grants | Grant Date | Instrument | Quantity | Price/Exercise | Vesting |
|---|---|---|---|---|---|
| Annual director grant (policy) | Jun 24, 2024 | RSUs | 2,174 | — | 100% on 1-year anniversary |
| Annual director grant (policy) | Jun 24, 2024 | Stock Options | 13,044 | $0.885 | 100% on 1-year anniversary |
| Annual director grant (policy shift) | Feb 2025 (policy) | RSUs | 4,267 | — | 100% on 1-year anniversary |
| Annual director grant (policy shift) | Feb 2025 (policy) | Stock Options | 25,600 | FMV at grant | 100% on 1-year anniversary |
| Form 4 reported | Oct 23, 2025 | Stock Options | 25,600 | $1.14 | See policy (annual grant) |
| Form 4 reported | Oct 23, 2025 | Common Stock (RSU award) | 4,267 | $0.00 | See policy (annual grant) |
Performance metrics: None disclosed for director compensation; equity vests by time.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Cue Biopharma, Inc. | Director; Audit Committee Chair; Nominating & Governance member (appointed Jun 4, 2025) | No Item 404(a) transactions at Cue with Ms. Broadfoot; standard director compensation policy applies. |
| Angiocrine Bioscience, Inc. (private) | Director | Private company; no interlock disclosed with TLPH. |
Context for TLPH board dynamics: In Oct 2025, CorMedix CEO Joseph Todisco joined TLPH’s board pursuant to CorMedix’s strategic investment and board nomination right; CorMedix obtained a 60‑day exclusive negotiation period tied to a study milestone. This raises related‑party oversight needs (handled by TLPH’s Audit Committee, which Broadfoot chairs).
Expertise & Qualifications
- Audit Committee financial expert (SEC definition); all Audit Committee members independent; financial literacy confirmed.
- CPA (inactive); deep operating finance experience across public biopharma and commercial finance transitions.
- Audit Committee remit includes cybersecurity risk oversight and related‑party transaction review—aligns with her finance and controls background.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (as of Aug 29, 2025) | 23,861 shares; <1% of outstanding |
| Options outstanding (as of Dec 31, 2024) | 19,581 options |
| Unvested RSUs (as of Dec 31, 2024) | 2,174 RSUs |
| Anti‑hedging/pledging policy | Company policy prohibits pledging and hedging by directors, officers, employees |
Notes: 2025 director grant awards (25,600 options; 4,267 RSUs) reported on Oct 23, 2025 Form 4; vesting is time‑based per director policy.
Board Governance (Attendance, Independence, Structure)
| Governance Attribute | Status |
|---|---|
| Independence | Independent director; all non‑CEO directors deemed independent |
| Committee Chair | Audit Committee Chair; “audit committee financial expert” |
| 2024 Attendance | Met ≥75% threshold for Board and relevant committees (all directors except Rosen met) |
| Board & Committee Meetings (2024) | Board: 7; Audit: 4; Compensation: 5; Nominating: 2; FAST: 1 |
| Board Leadership | Independent Chair (Adrian Adams); CEO and Chair roles separated |
Say-on-Pay & Shareholder Feedback
| Proposal (Oct 23, 2025 Annual Meeting) | Result (Votes) |
|---|---|
| Advisory vote on NEO compensation (Say‑on‑Pay) | For 4,147,335; Against 1,144,788; Abstain 33,611; Broker Non‑Votes 4,452,272 |
| Say‑on‑Pay frequency | One Year 4,687,816; Two Years 201,464; Three Years 297,972; Abstain 138,482; Broker Non‑Votes 4,452,272 — Board to continue annual vote |
Compensation Committee uses an independent consultant (Radford, an Aon company); generally targets around 50th percentile for base/bonus and 50th–75th percentile for long‑term equity on a percent‑of‑company basis.
Insider Trades (last 12 months)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025‑10‑24 | 2025‑10‑23 | A (Award) | Stock Option (Right to Buy) | 25,600 | $1.14 | 25,600 options | https://www.sec.gov/Archives/edgar/data/1427925/000130517825000004/0001305178-25-000004-index.htm |
| 2025‑10‑24 | 2025‑10‑23 | A (Award) | Common Stock (RSU award) | 4,267 | $0.00 | 8,547 shares | https://www.sec.gov/Archives/edgar/data/1427925/000130517825000004/0001305178-25-000004-index.htm |
Source: Insider-trades skill output (Form 4 records). Awards align with 2025 policy shift to equity in lieu of cash fees.
Potential Conflicts & Related‑Party Exposure
- Related‑party transactions: The Audit Committee (which Broadfoot chairs) is responsible for reviewing/approving related‑person transactions. No Item 404(a) related‑party transactions involving Ms. Broadfoot are mentioned in the TLPH filings reviewed.
- Hedging/pledging: Company policy prohibits pledging or hedging of company stock by directors.
- Board environment: CorMedix’s investment and board designee (Todisco) plus exclusive negotiation period create elevated related‑party oversight needs; as Audit Chair, Broadfoot’s gatekeeping role on conflicts is central.
Compensation Structure Analysis (Director)
- Shift from cash to equity: Cash fees suspended Oct 1, 2024 for 12 months; 2025 equity grants increased (25,600 options; 4,267 RSUs) “in lieu of cash,” increasing alignment with shareholder outcomes and conserving cash.
- Equity design: Time‑based vesting; no performance metrics; options provide upside leverage; RSUs provide retention.
- No repricing: Equity plan prohibits option repricing or exchange without stockholder approval (mitigates governance risk).
Governance Assessment
- Positives:
- Independent director with deep CFO/audit background; designated audit committee financial expert; chairs Audit Committee with explicit oversight of ICFR, related‑party reviews, and cybersecurity risk.
- Attendance threshold met; Board separation of Chair/CEO supports oversight.
- Director pay moved from cash to equity for 12 months, enhancing alignment during capital‑sensitive period.
- Anti‑hedging/pledging policy reduces misalignment/pledge risk.
- Watch items:
- Time commitments: CFO role at aTyr plus TLPH Audit Chair and Cue Biopharma Audit Chair create a heavy workload; investors may monitor for overboarding risk and sustained attendance/engagement.
- Board‑level related‑party dynamics (CorMedix investment, board seat, and exclusive negotiation right) heighten the importance of rigorous Audit Committee conflict reviews.
RED FLAGS (current): None disclosed specific to Ms. Broadfoot—no hedging/pledging allowed; no related‑party transactions for her identified in reviewed filings; attendance threshold achieved. Continue monitoring overall board conflict environment (CorMedix) and multi‑board service/time commitment.