Joseph Todisco
About Joseph Todisco
Joseph Todisco, age 49, was appointed to Talphera’s (TLPH) Board on October 14, 2025 as a Class III director and member of the Compensation Committee, with a term through the 2026 annual meeting . He is CEO and a director of CorMedix Inc. (since May and March 2022, respectively), with prior senior roles at Amneal Pharmaceuticals (EVP/Chief Commercial Officer), Gemini Laboratories (co‑founder), Ranbaxy (BD & Licensing), Par Pharmaceutical, Oppenheimer & Co., and Marsh & McLennan; he holds an MBA (Fordham) and BA in Economics (Georgetown) . Todisco is listed as a Talphera director on recent SEC registration filings (S‑3/S‑8) signed October 28, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amneal Pharmaceuticals | Senior executive, EVP & Chief Commercial Officer; responsible for Amneal Specialty | Oct 2011–May 2022 | Led branded specialty business (neurology/endocrinology) |
| Gemini Laboratories | Co‑founder & managing executive; affiliate of Amneal (acquired 2018) | Pre‑2018 | Built niche branded products marketing platform |
| Ranbaxy, Inc. | VP, Business Development & Licensing | Prior to Amneal | BD/Licensing leadership |
| Par Pharmaceutical | Various roles | Earlier career | Commercial/BD roles |
| Oppenheimer & Co.; Marsh & McLennan | Analyst/associate roles | Early career | Finance/insurance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CorMedix Inc. (CRMD) | Chief Executive Officer | Since May 2022 | Also CRMD director since March 2022 |
| CorMedix Inc. | Significant shareholder of TLPH | 9,090,909 TLPH shares (19.95% of class) as of Sept. 12, 2025 | Filed Schedule 13D; Todisco named CRMD CEO/contact |
Board Governance
- Appointment and term: Appointed Oct 14, 2025 as Class III director; term to 2026 annual meeting; successor to be duly elected/qualified .
- Committee assignments: Compensation Committee member upon appointment .
- Independence and related parties: Company disclosed no family relationships and no material interest in related‑party transactions requiring Item 404(a) disclosure, aside from rights tied to the CorMedix investment described below .
- Indemnification: Company intends to enter a non‑employee director indemnification agreement with Todisco .
- Strategic investor rights: CorMedix received (i) a board nomination right conditioned on continued ownership thresholds and (ii) an exclusive 60‑day right of first negotiation to acquire Talphera following Phase 3 topline NEPHRO CRRT results, creating an interlock between Todisco’s external CEO role and Talphera strategic outcomes .
Fixed Compensation
| Component | Structure | 2024 Policy Detail | 2025 Policy Update |
|---|---|---|---|
| Annual cash retainer (Board) | Cash fees | $40,000 per non‑employee director; chair and committee retainers per role | All cash fees suspended for 12 months effective Oct 1, 2024 |
| Committee retainers | Cash fees | Audit Chair $20k; FAST Chair $20k; Comp Chair $15k; Nominating Chair $10k; Audit member $10k; FAST member $10k; Comp member $7.5k; Nominating member $5k | Cash suspended; equity-sized in lieu (see performance comp) |
| Meeting fees | None disclosed | Not disclosed | Not disclosed |
Note: As cash fees were suspended starting Oct 1, 2024, Todisco’s fixed compensation is expected to be equity‑only during the suspension window .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| Stock options | Oct 15, 2025 | 38,381 | $1.11/share | 3 equal annual installments, beginning Oct 14, 2025; service‑based | |
| RSUs | Oct 15, 2025 | 6,397 | N/A | 3 equal annual installments, beginning Oct 14, 2025; service‑based |
Non‑employee director equity program: Beginning Feb 2025, annual meeting grants target 25,600 options and 4,267 RSUs vesting in full at one year, in lieu of cash fees; company cap for non‑employee director compensation is $500k per annual period ($750k in first‑year appointment) under the equity plan .
Other Directorships & Interlocks
| Entity | Relationship to TLPH | Rights/Agreements | Governance Implication |
|---|---|---|---|
| CorMedix Inc. | Strategic investor; 19.95% beneficial owner | Board nomination right while ownership ≥25% of tranche; exclusive 60‑day right of first negotiation to acquire TLPH post‑Phase 3 topline | Potential conflicts and influence on Board decisions and M&A timing/process |
Expertise & Qualifications
- Commercial leadership: Led Amneal Specialty branded business and co‑founded Gemini Laboratories, with deep BD/licensing experience (Ranbaxy, Par) supporting commercial scaling .
- Capital markets and corporate strategy: Early finance/insurance roles (Oppenheimer, Marsh) and current CEO role at CorMedix provide transaction and strategic oversight experience .
- Education: MBA (Fordham) and BA in Economics (Georgetown) .
Equity Ownership
| Holder | Type | Amount | % of Class | Notes |
|---|---|---|---|---|
| Joseph Todisco (director grants) | Unvested RSUs | 6,397 | Not disclosed | Time‑based vesting over 3 years |
| Joseph Todisco (director grants) | Options | 38,381 @ $1.11 strike | Not disclosed | Time‑based vesting over 3 years |
| CorMedix Inc. | Beneficial ownership | 9,090,909 shares | 19.95% | CRMD Schedule 13D; Todisco is CRMD CEO and director |
No pledging/hedging by directors is permitted under Talphera’s Insider Trading Policy (filed with 2024 Annual Report) .
Governance Assessment
- Committee effectiveness: Todisco joins the Compensation Committee, bringing commercial and BD experience; however, his external CEO role at CorMedix—a strategic investor with nomination and acquisition negotiation rights—creates perceived conflicts that warrant robust recusals and clear committee charters when compensation or strategic transaction matters could affect CRMD’s interests (RED FLAG) .
- Independence/related party posture: Company disclosed no Item 404(a) related‑party transactions tied to Todisco personally beyond the CRMD‑linked rights; ongoing monitoring is appropriate given CRMD’s 19.95% stake and acquisition ROFN (RED FLAG) .
- Pay and alignment: Equity‑heavy director pay (cash suspended) enhances alignment; his initial option/RSU awards are service‑based without disclosed performance metrics, so pay‑for‑performance linkage rests largely on stock appreciation rather than operating targets .
- Policy safeguards: Talphera’s equity plan includes non‑employee director compensation caps ($500k/$750k first‑year), 12‑month minimum vesting (with limited exceptions), and no option repricing without shareholder approval, supporting governance discipline .