Stephen Hoffman
About Stephen J. Hoffman, M.D., Ph.D.
Independent director of Talphera, Inc. (TLPH); age 71; on the Board since February 2010. Former CEO/Chairman of Allos Therapeutics (1994–2012) and CEO of Aerpio Pharmaceuticals (2017–2019); prior roles in venture capital at Skyline Ventures and TVM Capital and as Senior Advisor to PDL BioPharma. Education: Ph.D. in Chemistry (Northwestern University) and M.D. (University of Colorado School of Medicine). Core credentials span drug development leadership, board governance, and life sciences investing, positioning him as a scientifically fluent, financially literate independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aerpio Pharmaceuticals, Inc. | Chief Executive Officer & Director | Dec 2017 – Oct 2019 | Led public biotech through transition (CEO tenure) |
| PDL BioPharma, Inc. | Senior Advisor | Feb 2014 – Dec 2017 | Strategic advisory to public pharma |
| Skyline Ventures | Managing Director | May 2007 – Feb 2014 | Life sciences VC investing |
| TVM Capital | General Partner | Jan 2003 – Mar 2007 | Life sciences VC investing |
| Allos Therapeutics, Inc. | President, CEO & Director; later Chairman | 1994 – 2012 (Chair 2002–2012) | Led until acquisition by Spectrum Pharmaceuticals in 2012 |
External Roles
| Organization | Role | Status |
|---|---|---|
| BYOMass Therapeutics, Inc. | Director | Current |
| Implicit Bioscience, Ltd. | Director | Current |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Hoffman is independent under Nasdaq rules |
| Board leadership | Chair is Adrian Adams; roles of Chair and CEO are separated |
| Executive sessions | Non-employee directors meet in regular executive sessions |
| 2024 board activity | Board met 7 times; each director (other than Mr. Rosen who resigned) attended ≥75% of applicable meetings; all then-serving directors attended the 2024 annual meeting |
| 2024 committee service (history) | Audit: appointed Feb 26, 2024; Nominating & Corporate Governance: resigned Feb 26, 2024 |
| Committees as of Aug 29, 2025 | Audit (member); Compensation (member) |
| Committee meeting cadence (2024) | Audit: 4 mtgs/1 consent; Compensation: 5/1; Nominating & Corporate Governance: 2/2; FAST: 1/0 |
Fixed Compensation
| Component | Company Policy / Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $40,000 | 50th percentile peer alignment |
| Board Chair retainer | $30,000 | If applicable (Chair role) |
| Committee Chair retainers | Audit $20,000; FAST $20,000; Compensation $15,000; Nominating & Governance $10,000 | |
| Committee member retainers | Audit $10,000; FAST $10,000; Compensation $7,500; Nominating & Governance $5,000 | |
| Cash fee suspension | All non-employee director cash fees suspended effective Oct 1, 2024 for 12 months | |
| 2024 actual—Hoffman | Fees earned: $41,168 | From director compensation table |
Performance Compensation
| Item | Detail |
|---|---|
| Standard 2024 annual equity for non-employee directors | Option to purchase 13,044 shares (FMV strike), vest 1 year; 2,174 RSUs, vest 1 year; full single-trigger vesting upon certain change-of-control events |
| 2025 equity adjustment (in lieu of cash) | Option to purchase 25,600 shares; 4,267 RSUs; vest 1 year |
| 2024 director compensation—Hoffman (equity) | Stock awards $1,924; option awards $9,425; total comp $52,517 |
| Clawback policy (applies to awards) | Board-adopted SEC/Nasdaq-compliant clawback in Nov 2023; awards subject to recoupment after restatements |
Equity Award Detail (Hoffman)
| Grant date | Award type | Amount | Strike | Vesting | Source |
|---|---|---|---|---|---|
| Jun 24, 2024 | Stock options | 13,044 | $0.885 | 100% at 1-year | |
| Jun 24, 2024 | RSUs | 2,174 | N/A | 100% at 1-year |
Other Directorships & Interlocks
- Current boards: BYOMass Therapeutics, Inc.; Implicit Bioscience, Ltd.
- Compensation committee interlocks: None; no insider participation; no reciprocal executive/director overlaps disclosed for 2024 .
Expertise & Qualifications
- Scientific credentials and operating experience: MD/PhD; former CEO/Chairman of a public biopharma (Allos) and CEO of Aerpio; venture investor (Skyline, TVM) .
- Audit competency: Serves on Audit Committee; designated audit committee financial experts on TLPH’s Audit Committee are Broadfoot and Bozilenko (not Hoffman) .
- Governance experience: Long-standing independent director since 2010; committee service across Audit, Compensation, and prior Nominating & Governance .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Total beneficial ownership | 27,048 shares (<1% of outstanding) | As of Aug 29, 2025; includes options exercisable within 60 days |
| Options exercisable within 60 days | 22,456 | As of Aug 29, 2025 |
| Outstanding options (director-wide tally reference) | 23,206 options outstanding for Hoffman | As of Dec 31, 2024 |
| Unvested RSUs outstanding | 2,174 | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by company policy for directors/officers | Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director with deep pharma operating and scientific background; on key standing committees (Audit and Compensation) .
- Attendance threshold met (≥75% in 2024); annual meeting attendance confirmed for then-serving directors .
- Pay structure increasingly equity-heavy in 2025 due to cash suspension, improving alignment; director comp capped under equity plan ($500k/$750k for first-year director) .
- Clawback in place; anti-hedging/pledging policy; regular executive sessions and separated Chair/CEO roles .
-
Potential watch items
- Long tenure (on Board since 2010); Board nevertheless affirms independence annually under Nasdaq rules .
- Concentrated shareholder influence via Nantahala’s board designation right (affects overall board dynamics; not specific to Hoffman) .
-
No red flags identified for Hoffman specifically
- No related-party transactions involving Hoffman disclosed; no Section 16(a) delinquency noted for him; compliance overseen by Audit Committee .
Director Compensation (Hoffman, 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $41,168 |
| Stock Awards (RSUs) | $1,924 |
| Option Awards | $9,425 |
| Total | $52,517 |
Committee Assignments
| Committee | 2024 Activity (dates) | 2025 Status |
|---|---|---|
| Audit | Appointed Feb 26, 2024; committee held 4 meetings/1 written consent in 2024 | Member (Chair: Broadfoot) |
| Compensation | N/A in 2024 membership table | Member (Chair: Wan) |
| Nominating & Corporate Governance | Resigned Feb 26, 2024 | Not listed |
| FAST (Finance & Strategic Transactions) | Not listed for Hoffman | Not listed |
Insider Trades/Forms (reported activity)
| Date | Transaction | Instrument | Amount | Price/Terms |
|---|---|---|---|---|
| Jun 24, 2024 | Annual director grant | Stock options | 13,044 | $0.885 strike; vest 1 year |
| Jun 24, 2024 | Annual director grant | RSUs | 2,174 | Vest 1 year |
Related-Party Exposure
- None disclosed for Hoffman. Related financings involved Nantahala and Rosalind; CEO (Angotti) also purchased shares in 2025 tranche. Audit Committee reviews related-party transactions per policy.