DEF 14A of Palvella Therapeutics, Inc., Nov 6, 2024

DEF 14A of Palvella Therapeutics, Inc.

Filed Nov 6, 2024 · FY20230001437749-24-033669

Open on EDGAR

  1. The Board of Directors

    The Board of Directors Our amended and restated articles of incorporation, or Articles of Incorporation, and our amended and restated bylaws, or Bylaws, provide that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board of Directors currently consists of eight members, classified into three classes as follows: (1) Peter Kiener, D.Phil. and Christopher Kiritsy constitute a class with a term ending at the 2024 annual meeting; (2) James Geraghty, Ann Barbier, M.D., Ph.D. and Maya R. Said, Sc.D. constitute a class with a term ending at the 2025 annual meeting; and (3) Stephen S. Yoder, Michael Richman and Matthew L. Sherman, M.D. constitute a class with a term ending at the 2026 annual meeting. Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of November 1, 2024. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below.

  2. The Board of Directors

    | Name | Age | Position | | Stephen S. Yoder | 48 | President and CEO | | James Geraghty (2)(3) | 70 | Chairman | | Ann Barbier, M.D., Ph.D. (3)(4) | 59 | Director | | Peter Kiener, D.Phil. (2)(4)* | 72 | Director | | Christopher Kiritsy (1)(2)* | 59 | Director | | Michael Richman (1)(3) | 63 | Director | | Maya R. Said, Sc.D. (3)(4) | 47 | Director | | Matthew L. Sherman, M.D. (1)(4) | 69 | Director |

  3. The Board of Directors

    * Nominee for election as director (1) Member of the Compensation and Management Development Committee (2) Member of the Audit Committee (3) Member of the Nominating and Corporate Governance Committee through September 30, 2024, the date the committee was dissolved (4) Member of the Science and Technology Committee through September 30, 2024, the date the committee was dissolved Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Pieris, either directly or indirectly. Based upon this review, our Board has determined that the following members are “independent directors” as defined by The Nasdaq Stock Market: James Geraghty, Ann Barbier, M.D., Ph.D., Peter Kiener, D.Phil., Christopher Kiritsy, Michael Richman, Maya R. Said, Sc.D. and Matthew L. Sherman, M.D. Stephen S. Yoder. Mr. Yoder joined Pieris Pharmaceuticals GmbH as Chief Executive Officer in January 2010, and was appointed to the Board of Directors of Pieris and became Chief Executive Officer and President in 2014. From July 2003 to December 2009, he led the intellectual property and legal departments at MorphoSys AG, a biotechnology company involved in the development and research of antibodies, as General Counsel. From September 1999 to June 2003, he worked in several Washington, D.C. law firms, specializing in a life sciences intellectual property practice. Mr. Yoder holds degrees in molecular biology and Spanish from Grove City College and a Juris Doctor, with honors, from The George Washington University Law School. As an attorney, he is licensed to practice before the United States Patent and Trademark Office and in the jurisdictions of Maryland and Washington, D.C. We believe that Mr. Yoder is qualified to serve on our Board of Directors due to his intimate knowledge of our business plans and strategies, and his years of experience in the biotechnology and life sciences industry. James Geraghty. Mr. Geraghty joined the Board of Directors of Pieris in May 2017 and was appointed as Pieris’ Chairman of the Board of Directors in December 2017. Mr. Geraghty is an industry leader with 30 years of strategic and leadership experience, including more than 20 years as a senior member of executive teams at biotechnology companies developing and commercializing innovative therapies. He was most recently, from May 2013 to October 2016, an Entrepreneur in Residence at Third Rock Ventures, a leading biotech venture and company-formation fund, and previously served as Senior Vice President, North America Strategy and Business Development at Sanofi, which he joined upon its acquisition of Genzyme. Mr. Geraghty spent 20 years at Genzyme, where his roles included Senior Vice President International Development, President of Genzyme Europe and General Manager of Genzyme's cardiovascular business. He currently serves as a Board member of Voyager Therapeutics and Fulcrum Therapeutics. Mr. Geraghty also serves as a member of the Board of Directors of BIO Ventures for Global Health, a private, non-profit global health organization. Mr. Geraghty previously served as Chairman of the Board of Juniper Pharmaceuticals, Chairman of the Board of Orchard Therapeutics, and as a Board member of Aceragen (formerly Idera Pharmaceuticals). He started his career in healthcare strategy consulting at Bain and Company. A graduate of the Yale Law School, Mr. Geraghty holds an M.S. from the University of Pennsylvania and a B.A. from Georgetown University. We believe that Mr. Geraghty is qualified to serve on our Board of Directors due to his strong life sciences pedigree and extensive background in company building. Ann Barbier, M.D., Ph.D. Dr. Barbier joined the Board of Directors of Pieris in April 2018. Most recently, Dr. Barbier served as the Chief Medical Officer of CAMP4 Therapeutics from March 2022 until October 2023. Prior to this, Dr. Barbier served as the Chief Medical Officer of Translate Bio until the company's acquisition by Sanofi in September 2021. Prior to joining Translate Bio, from June 2015 to October 2017, Dr. Barbier was Vice President of Clinical Development, Rare Genetic Diseases, at Agios Pharmaceuticals, where she led the development program of two small molecules in the area of rare benign hematological diseases. Prior to Agios Pharmaceuticals, Dr. Barbier spent seven years at Shire, most recently as Global Clinical Development Lead and Senior Medical Director, where she worked on a variety of rare genetic diseases including lysosomal storage diseases and hereditary angioedema. Her prior experience includes positions at EnVivo, Johnson & Johnson and Aventis. During her career, Dr. Barbier has made significant contributions to several approved products such as idursulfase (Hunter syndrome), teriflunomide (multiple sclerosis) and icatibant (hereditary angioedema), and has led several investigational new drug applications for new chemical entities. Additionally, she has authored more than 50 peer-reviewed scientific articles, book chapters, and invited reviews. Dr. Barbier received her M.D. and Ph.D. in pharmacology from the University of Ghent, Belgium, and a Master of Science from the Free University of Brussels, Belgium. She held a postdoctoral fellowship at the University of Tennessee in Memphis. We believe that Dr. Barbier is qualified to serve on our Board of Directors due to her significant experience bringing drug candidates across a wide range of indications through the clinic and to regulatory approval. Peter Kiener, D.Phil. Dr. Kiener joined the Board of Directors of Pieris in September 2018. Most recently, Dr. Kiener served as Chief Scientific Officer at Sucampo until the company's acquisition by Mallinckrodt in February 2018. Prior to Sucampo, from September 2013 to September 2014, he served as Chief Scientific Officer of Ambrx Inc., a company focused on developing antibody-drug conjugates. Previously, Dr. Kiener was President and Co-founder of Zyngenia, Inc., a monoclonal antibody company developing drugs for oncology and inflammatory diseases. His prior experience also includes positions at MedImmune LLC, where he was Head of Global R&D, and at Bristol-Myers Squibb. Dr. Kiener currently serves as a Board member of Cue Biopharma, GT Biopharma, Inc., and Lava Therapeutics. He also serves as a board member of the private companies TetraGenetics, Inc. and iTolerance, and is the Chairman of the Board of Managers of Resolve Therapeutics, another private company. Dr. Kiener has led or contributed to the development of over 30 different clinical-stage therapeutics and seven approved drugs, including two immunoglobulin-based fusion proteins, one monoclonal antibody, two vaccines, and one bispecific T-cell engager. Additionally, he has published more than 120 papers in peer-reviewed journals and is listed as an inventor on over 60 patents and patent applications. Dr. Kiener received a B.A. in Chemistry from Lancaster University and a D.Phil. in Biochemistry from Sir William Dunn School of Pathology at Oxford University, where he also pursued a postdoctoral fellowship. We believe that Dr. Kiener is qualified to serve on our Board of Directors based upon his extensive experience across the entire value chain of biopharmaceutical research and development.

  4. The Board of Directors

    Christopher Kiritsy. Mr. Kiritsy has served as a member of the Pieris board of directors since September 2016. Mr. Kiritsy is founder and managing member of Precision Kapital, LLC, a private investment and advisory firm. Prior to forming Precision Kapital, Mr. Kiritsy co-founded Arisaph Pharmaceuticals, Inc., or Arisaph, and served as Arisaph’s President and Chief Executive Officer from 2005 through March 2018. At Arisaph, Mr. Kiritsy oversaw the development of a broad preclinical and clinical pipeline, taking several cardiometabolic products into clinical development. Additionally, Mr. Kiritsy employed a unique, shareholder friendly financing strategy, raising nearly two thirds of all capital nondilutively through royalty monetization and grant funding. Prior to Arisaph, Mr. Kiritsy served as Executive Vice President, Corporate Development and Chief Financial Officer of Kos Pharmaceuticals, Inc., or Kos, rand was esponsible for finance, corporate communications, strategic planning, and business development functions. During his decade long tenure, Mr. Kiritsy raised approximately $500 million in public equity capital, including Kos’ initial public offering, and spearheaded 10 major corporate development transactions, including product acquisitions, in/out licensing and co-promotion arrangements. Mr. Kiritsy played central role in building Kos from a start-up into publicly traded, profitable, 1,000 person fully-integrated company, where Kos internally developed and commercialized the blockbuster Niaspan® franchise. Kos was acquired by Abbott Laboratories for $4 billion in 2006. Mr. Kiritsy previously served on the board of directors of HTG Molecular Diagnostics, Inc. In addition, Mr. Kiritsy previously served as a board member and audit committee chair of Melinta Pharmaceuticals, Inc., as a board member of Arisaph and as chairman of the board of Avaxia Biologics, Inc. Mr. Kiritsy received his A.B. in Biology from Bowdoin College and his M.B.A. at night from Boston University School of Business. Mr. Kiritsy is a seasoned entrepreneur, possessing 30 years of unique business and technical experience, and a track record of building successful fully integrated biopharma businesses. We believe that Mr. Kiritsy is qualified to serve on our Board of Directors based on his considerable experience in the pharmaceutical industry and his expertise in finance and corporate development. Michael Richman. Mr. Richman joined the Board of Directors of Pieris in December 2014 and has served on the supervisory board of Pieris GmbH since October 2014. He has served as the President and Chief Executive Officer of NextCure, Inc. since July 2015. From June 2008 to July 2015, Mr. Richman was President and Chief Executive Officer of Amplimmune, Inc., a privately held biologics company focused on cancer and autoimmune diseases which was acquired by AstraZeneca in October 2013. From May 2007 to June 2008, he served as President and Chief Operating Officer of Amplimmune, Inc. Prior to such time, Mr. Richman had years of experience working in research, intellectual property and business development capacities in companies such as Chiron Corporation (now Novartis), MedImmune, Inc. (now AstraZeneca) and MacroGenics. Mr. Richman previously served as a Board member of GenVec, Inc., Madison Vaccines, Inc., Opexa Therapeutics, Inc. until its merger with Acer Therapeutics Inc., and Cougar Biotechnology until its acquisition by Johnson & Johnson. Mr. Richman obtained his B.S. in genetics/molecular biology at the University of California at Davis and his M.S.B.A. in international business at San Francisco State University. We believe that Mr. Richman is qualified to serve on our Board of Directors due to his extensive experience in mergers and acquisitions, business development and strategic planning for life science companies, as well as executive leadership and management experience. Maya R. Said, Sc.D. Dr. Said joined the Board of Directors of Pieris in July 2019. Dr. Said is the Founder and Chief Executive Officer of Outcomes4Me Inc., a private health technology company focused on providing patients diagnosed with cancer and other chronic life-altering diseases with personalized treatment options as well as outcomes information. From 2017 to 2018, she served as the Chief Operating Officer of Celsius Therapeutics, where she established and managed the company’s operations from inception through the company’s first year post-launch. Before founding Outcomes4Me in 2017, Dr. Said was Senior Vice President, Global Head of Oncology Policy & Market Access at Novartis from 2015 to 2017, where she defined Novartis’ oncology franchise value and pricing strategy to address pricing pressures and established global pricing guidance for numerous oncology products. Prior to that, she served as Vice President, Head of Strategy, Science Policy & External Innovation, Global R&D at Sanofi, and as Principal at Boston Consulting Group. She currently serves on the Board of Transgene SA, and Home Biosciences, a private company. Dr. Said received her Sc.D. in Electrical Engineering, Computer Science & Systems Biology from the Massachusetts Institute of Technology, where she also obtained a Master of Engineering in Electrical Engineering and Computer Science, a Master of Science in Toxicology, a Bachelor of Science in Electrical Engineering and Computer Science and a Bachelor of Science in Biology. We believe that Dr. Said is qualified to serve on our Board of Directors due to her deep scientific knowledge with respect to cancer, understanding of large pharma’s inner-workings and appreciation of the need to bring high-value therapies to patients. Matthew L. Sherman, M.D. Dr. Sherman joined the Board of Directors of Pieris in October 2018. In October 2019, Dr. Sherman became and currently is Executive Vice President and Chief Medical Officer at Deciphera Pharmaceuticals (a member of ONO Pharma), and provides executive leadership for medical research and clinical development including biostatistics, clinical pharmacology, translational medicine and pharmacovigilance and medical affairs. From October 2006 through July 2018, Dr. Sherman was Executive Vice President (2015 to 2018) and Chief Medical Officer (2006 to 2018) at Acceleron Pharma, Inc., or Acceleron. At Acceleron, Dr. Sherman provided executive leadership for medical research, clinical operations, biostatistics, data management, clinical pharmacology and pharmacovigilance. Before joining Acceleron in 2006, Dr. Sherman was Senior Vice President and Chief Medical Officer at Synta Pharmaceuticals, where he oversaw all therapeutic areas, including oncology, inflammatory diseases and immunology. Previously, Dr. Sherman spent over a decade at Wyeth-Ayerst Research/Genetics Institute in numerous clinical research and development roles. Prior to his career in the pharmaceutical and biotechnology industry, Dr. Sherman spent nine years at the Dana-Farber Cancer Institute, ultimately as an Assistant Professor of Medicine. Dr. Sherman previously served as a Board member of Pulmatrix, Inc. and of NewLink Genetics Corp prior to its merger with Lumos Pharma. He has authored more than 300 original articles, review chapters and abstracts, and is listed as an inventor on 16 issued patents. Dr. Sherman received a B.S. in Chemistry from Massachusetts Institute of Technology and an M.D. from Dartmouth Medical School. He completed his internal medicine residency at Georgetown University Medical Center. We believe that Dr. Sherman is qualified to serve on our Board of Directors as he is a physician-scientist with extensive clinical development expertise in oncology, hematology and pulmonary diseases across large pharma, biopharma and venture-funded biotechnology startup companies.

  5. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  6. Role of the Compensation and Management Development Committee and Compensation Consultant

    Role of the Compensation and Management Development Committee and Compensation Consultant Our Compensation and Management Development Committee is responsible for the determination of the compensation of our Chief Executive Officer and conducts its decision-making process with respect to that topic without the Chief Executive Officer, or any other executive officers, present. Our Compensation and Management Development Committee has been delegated the authority to administer our 2014 Employee, Director and Consultant Equity Incentive Plan, or 2014 Plan, our 2016 Employee, Director and Consultant Equity Incentive Plan, or 2016 Plan, our 2018 Employee, Director and Consultant Equity Incentive Plan, or 2018 Plan, our 2018 Employee Stock Purchase Plan, or 2018 ESPP, our 2019 Employee, Director and Consultant Equity Incentive Plan, or 2019 Plan, our 2020 Employee, Director and Consultant Equity Incentive Plan, as amended, or 2020 Plan, and our 2023 Employee Stock Purchase Plan, or 2023 ESPP. The Compensation and Management Development Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation and Management Development Committee has engaged the services of Pearl Meyer & Partners LLC, or Pearl Meyer, a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s executive compensation program. Pearl Meyer performs services solely on behalf of the Compensation and Management Development Committee and has no relationship with the Company or management except as it may relate to performing such services. Pearl Meyer assists the Compensation and Management Development Committee in defining our peer companies for executive compensation and practices, and in benchmarking our executive compensation program against the peer group. Pearl Meyer also assists the Compensation and Management Development Committee in benchmarking our director compensation program and practices against those of our peers. The Compensation and Management Development Committee has assessed the independence of Pearl Meyer pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently representing the Compensation and Management Development Committee. The Compensation and Management Development Committee reviews the performance of each named executive officer in light of the above factors, as described in more detail in “Narrative Disclosure to Summary Compensation Table” below, and determines whether the named executive officer should receive any increase in base salary, annual bonus award or discretionary equity award based on such evaluation.

  7. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned in each of our fiscal years that ended December 31, 2023 and 2022 by our named executive officers, which consisted of our principal executive officer and our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2023 and were serving as executive officers as of such date. We refer to the executive officers listed below as the Named Executive Officers.

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Stephen S. Yoder | 2023 | 584,595 | 146,149 | 614,818 | - | 13,390(4) | 1,358,952 | | Chief Executive Officer | 2022 | 564,826 | - | 1,288,128 | 197,689 | 12,200(4) | 2,062,843 | | Thomas Bures | 2023 | 400,155 | 80,031 | 241,536 | - | 7,315(4) | 729,037 | | Senior Vice President and Chief Financial Officer | 2022 | 381,100 | - | 444,183 | 106,708 | 12,200(4) | 944,191 | | Shane Olwill | 2023 | 328,614 | 127,702 | 241,536 | - | 7,593(5) | 705,445 | | Former Senior Vice President and Chief Development Officer (6) | | | | | | | |

  9. Summary Compensation Table

    | (1) Represents discretionary bonus paid for 2023 performance, which is described in more detail in the Bonus Payments section below. |

  10. Summary Compensation Table

    | (2) These amounts represent the aggregate grant date fair value for the option awards granted during the fiscal years presented, determined in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 11 to our Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  11. Summary Compensation Table

    | (3) These amounts represent payments made for 2022 performance under our 2022 performance-based incentive bonus plan. |

  12. Summary Compensation Table

    | (4) Represents matching contributions we made under our 401(k) Plan. |

  13. Summary Compensation Table

    | (5) Represents $568 for matching contributions we made under applicable pension scheme, $5,404 in commuter allowance benefits and $1,621 in German inflation adjustment premiums paid. |

  14. Summary Compensation Table

    | (6) Dr. Olwill’s employment as our Senior Vice President and Chief Development Officer ended on October 31, 2024. |

  15. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  16. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below summarizes the aggregate stock and option awards held by our named executive officers as of December 31, 2023.

  17. Outstanding Equity Awards at Fiscal Year-End

    | Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Stephen S. Yoder | 16,000(1) | —(1) | — | 160.00 | 12/17/2024 | | Chief Executive Officer | 6,150(1) | —(1) | — | 121.60 | 2/12/2026 | | | 5,430(1) | —(1) | — | 159.20 | 2/23/2027 | | | 4,063(1) | —(1) | — | 684.80 | 2/20/2028 | | | 4,750(1) | —(1) | — | 247.20 | 2/26/2029 | | | 4,922(2) | 328(2) | — | 252.00 | 2/27/2030 | | | 4,555(3) | 2,070(3) | — | 200.00 | 3/4/2031 | | | 3,423(4) | 4,401(4) | — | 242.40 | 2/22/2032 | | | —(5) | 7,926(5) | — | 111.20 | 2/24/2033 | | Thomas Bures | 1,563(1) | —(1) | — | 451.20 | 12/18/2027 | | Senior Vice President and Chief Financial Officer | 891(1) | —(1) | — | 247.20 | 2/26/2029 | | | 938(2) | 62(2) | — | 252.00 | 2/27/2030 | | | 1,289(3) | 586(3) | — | 200.00 | 3/4/2031 | | | 1,181(4) | 1,517(4) | — | 242.40 | 2/22/2032 | | | —(5) | 3,114(5) | — | 111.20 | 2/24/2033 | | Shane Olwill | 1,813(1) | —(1) | — | 160.00 | 12/17/2024 | | Former Senior Vice President and Chief Development Officer (7) | 750(1) | —(1) | — | 121.60 | 2/12/2026 | | | 704(1) | —(1) | — | 159.20 | 2/23/2027 | | | 1,125(1) | —(1) | — | 684.80 | 2/20/2028 | | | 1,025(1) | —(1) | — | 247.20 | 2/26/2029 | | | 1,055(2) | 70(2) | — | 252.00 | 2/27/2030 | | | 1,289(3) | 586(3) | — | 200.00 | 3/4/2031 | | | 1,181(4) | 1,517(4) | — | 242.40 | 2/22/2032 | | | —(5) | 3,114(5) | — | 111.20 | 2/24/2033 |

  18. Outstanding Equity Awards at Fiscal Year-End

    | (1) The option award is fully vested. |

  19. Outstanding Equity Awards at Fiscal Year-End

    | (3) The option award has a grant date of February 27, 2020 and vests pursuant to the following schedule: 25% of the option vested on the one-year anniversary of the grant date and the remaining 75% of the option shall vest as to 6.25% of the option shares at the end of each successive three-month period thereafter. |

  20. Outstanding Equity Awards at Fiscal Year-End

    | (4) The option award has a grant date of March 4, 2021 and vests pursuant to the following schedule: 25% of the option vested on the one-year anniversary of the grant date and the remaining 75% of the option shall vest as to 6.25% of the option shares at the end of each successive three-month period thereafter. |

  21. Outstanding Equity Awards at Fiscal Year-End

    | (5) The option award has a grant date of February 22, 2022 and vests pursuant to the following schedule: 25% of the option vested on the one-year anniversary of the grant date and the remaining 75% of the option shall vest as to 6.25% of the option shares at the end of each successive three-month period thereafter. |

  22. Outstanding Equity Awards at Fiscal Year-End

    | (6) The option award has a grant date of February 24, 2023 and vests pursuant to the following schedule: 25% of the option vests on the one-year anniversary of the grant date and the remaining 75% of the option shall vest as to 6.25% of the option shares at the end of each successive three-month period thereafter. |

  23. Outstanding Equity Awards at Fiscal Year-End

    | (7) Dr. Olwill’s employment as our Senior Vice President and Chief Development Officer ended on October 31, 2024. Any stock options that did not vest as of October 31, 2024 were forfeited in connection with Dr. Olwill's departure. |

  24. Director Compensation

    Director Compensation Our director compensation program is administered by our Board of Directors with the assistance of the Compensation and Management Development Committee. The Compensation and Management Development Committee conducts a periodic review of director compensation and makes recommendations to the Board with respect thereto. The Compensation and Management Development Committee has periodically engaged the services of Pearl Meyer to review and provide recommendations concerning the Company’s non-employee director compensation policy. During 2023, our Board of Directors was compensated pursuant to our Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which provides for cash and equity-based compensation for service on the Board and its committees. Under the Director Compensation Policy, our non-employee directors receive the following cash compensation for their service on the Board and its committees:

  25. Director Compensation

    | Board of Directors or Committee of Board of Directors | Annual Retainer Amount for Director (non-Chairperson) | Annual Retainer Amount for Chairperson | | Board of Directors | $35,000 | $65,000 | | Audit Committee | $7,500 | $15,000 | | Science and Technology Committee | $5,000 | $10,000 | | Compensation and Management Development Committee | $5,000 | $10,000 | | Nominating and Corporate Governance Committee | $4,000 | $8,000 |

  26. Director Compensation

    During 2023, our Board of Directors was also compensated with stock option grants under the Director Compensation Policy as shown in the table below:

  27. Director Compensation

    | Board of Directors | Annual Stock Option Grants | Initial Stock Option Grant for Newly Appointed or Elected Directors | | Director | 500 shares of Common Stock | 1,000 shares of Common Stock | | Chairperson | Additional 63 shares of Common Stock | |

  28. Director Compensation

    The annual stock options vest as to 100% one (1) year after the date of grant of such option, and the initial stock options vest initial stock options vest as to 33% one (1) year after the date of grant of such option, with the remaining 67% vesting in eight (8) equal quarterly installments at the end of each full fiscal quarter following the initial vesting date. The annual stock options granted to the non-employee directors and the Chairperson under the Director Compensation Policy will be granted on the date of the meeting of the Board coincident with or immediately following the Company’s annual meeting of stockholders and will vest on the date of the next regular annual stockholders meeting. All stock options granted under the Director Compensation Policy have an exercise price equal to the fair market value of the Company’s common stock on the grant date and terminate 10 years after the grant date. In addition, in 2023 we announced our intention to explore engaging in one or more strategic transactions, including mergers, reverse mergers, acquisitions, other business combinations or sales of assets, or other strategic transactions. Our Board of Directors appointed a Transaction Committee of the Board of Directors to help facilitate the board’s consideration of such potential strategic transactions, which consists of our directors James Geraghty, Christopher Kiritsy, and Peter Kiener. Each member of the Transaction Committee was compensated for their service on the committee with an annual fee of $10,000 paid quarterly in arrears following the end of each fiscal quarter, provided that the amount of such payment was prorated for any portion of such quarter that such director was not serving as a member of the Transaction Committee. The Transaction Committee was dissolved on September 30, 2024. The table below summarizes all compensation earned by each of our non-employee directors for services performed during our fiscal year ended December 31, 2023. Mr. Yoder is not in the table below because he receives no separate compensation for his services as a director of our Company, and all of the compensation earned by Mr. Yoder during our 2023 fiscal year as an executive officer of our Company is reflected in the Summary Compensation Table above.

  29. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (8) | Total ($) | | James Geraghty (1) | $84,984 | $9,103 | $94,087 | | Michael Richman (2) | $44,000 | $8,092 | $52,092 | | Christopher Kiritsy (3) | $64,484 | $8,092 | $72,576 | | Ann Barbier, M.D., Ph.D. (4) | $44,000 | $8,092 | $52,092 | | Peter Kiener, D.Phil. (5) | $56,984 | $8,092 | $65,076 | | Matthew L. Sherman, M.D. (6) | $45,000 | $8,092 | $53,092 | | Maya R. Said, Sc.D. (7) | $44,000 | $8,092 | $52,092 |

  30. Director Compensation

    | (1) As of December 31, 2023, Mr. Geraghty held option awards for 4,035 shares at exercise prices ranging from $20.80 to $617.60. |

  31. Director Compensation

    | (2) As of December 31, 2023, Mr. Richman held option awards for 5,487 shares at exercise prices ranging from $20.80 to $617.60. |

  32. Director Compensation

    | (3) As of December 31, 2023, Mr. Kiritsy held option awards for 3,312 shares at exercise prices ranging from $20.80 to $617.60. |

  33. Director Compensation

    | (4) As of December 31, 2023, Dr. Barbier held option awards for 2,875 shares at exercise prices ranging from $20.80 to $514.40. |

  34. Director Compensation

    | (5) As of December 31, 2023, Dr. Kiener held option awards for 2,875 shares at exercise prices ranging from $20.80 to $356.80. |

  35. Director Compensation

    | (6) As of December 31, 2023, Dr. Sherman held option awards for 2,875 shares at exercise prices ranging from $20.80 to $356.80. |

  36. Director Compensation

    | (7) As of December 31, 2023, Dr. Said held option awards for 2,625 shares at exercise prices ranging from $20.80 to $440.00. |

  37. Director Compensation

    | (8) These amounts represent the aggregate grant date fair value of option awards granted to each director in fiscal year 2023 computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 11 to our Financial Statements included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2023. |

  38. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation and Management Development Committee view the link between our performance and the pay of our principal executive officer, or PEO, and our NEOs.

  39. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Stephen S. Yoder, Principal Executive Officer ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) | Net Loss (in thousands) ($)(5) | | 2023 | 1,358,952 | 553,945 | 717,241 | 448,400 | 7.28 | (24,543) | | 2022 | 2,062,843 | (526,880) | 954,079 | 190,343 | 41.60 | (33,277) | | 2021 | 1,692,917 | 3,005,107 | 1,061,609 | 1,350,793 | 151.20 | (45,738) |

  40. PAY VERSUS PERFORMANCE

    (1) The dollars amounts reported in this column represent the amount of "compensation actually paid" to Mr. Yoder. The amounts are computed in accordance with SEC rules by deducting and adding the following amounts from the "Total" column of the Summary Compensation Table, or SCT, on page 19 (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

  41. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 1,358,952 | (614,818) | (190,189) | 553,945 | | 2022 | 2,062,843 | (1,288,128) | (1,301,595) | (526,880) | | 2021 | 1,692,917 | (858,754) | 2,170,944 | 3,005,107 |

  42. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the "Option Awards" column in the SCT for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  43. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 57,995 | (237,467) | — | (10,716) | — | — | (190,189) | | 2022 | 312,186 | (1,011,551) | — | (602,230) | — | — | (1,301,595) | | 2021 | 1,469,796 | 436,967 | — | 264,181 | — | — | 2,170,944 |

  44. PAY VERSUS PERFORMANCE

    (2) The dollar amounts reported this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Yoder, who has served as our CEO since 2010) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding Mr. Yoder) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Shane Olwill and Thomas Bures, (ii) for 2022, Ahmed Mousa and Thomas Bures, and (iii) for 2021, Hitto Kaufmann and Tim Demuth. (3) The dollar amounts reported in this column represent the average amount of "compensation actually paid" to the NEOs as a group (excluding Mr. Yoder), as computed in accordance with SEC rules by deducting and adding the following amounts from the "Total" column of the SCT, using the same methodology described above in Note 1. The amounts added and deducted are as follows:

  45. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards (a) ($) | Average Equity Award Adjustments (b) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 717,241 | (241,536) | (27,305) | 448,400 | | 2022 | 954,079 | (444,183) | (319,553) | 190,343 | | 2021 | 1,061,609 | (603,882) | 893,066 | 1,350,793 |

  46. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the "Option Awards" column in the SCT for the applicable year. (b) The amounts added or deducted in calculating the average equity award adjustments are as follows:

  47. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 22,789 | (48,705) | — | (1,389) | — | — | (27,305) | | 2022 | 107,651 | (271,860) | — | (155,343) | — | — | (319,553) | | 2021 | 767,328 | 84,218 | — | 41,520 | — | — | 893,066 |

  48. PAY VERSUS PERFORMANCE

    (4) Cumulative total shareholder return, or TSR, measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or December 31, 2020, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or December 31, 2021, December 31, 2022, and December 31, 2023. Pieris did not pay dividends in the periods presented. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the our audited financial statements for the applicable year.

  49. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with "compensation actually paid" (as computed in accordance with the SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus. Performance table above. Relationship between Compensation and Cumulative Total Shareholder Return The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our non-PEO NEOs, and our TSR over the period covering fiscal years 2021, 2022, and 2023. A large component of our executive compensation is equity based to align compensation with performance but our executive compensation also includes other appropriate incentives such as cash bonuses that are designed to incentivize our executives to achieve annual corporate goals. We believe the equity-based compensation strongly aligns our PEO's and non-PEOs' interests with those of stockholders to maximize long-term value and encourages long-term employment. Relationship between Compensation and Net Income (Loss) The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our non-PEO NEOs, and our net loss over the period covering fiscal years 2021, 2022, and 2023. Because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than milestones and grant income in the reported years. Consequently, we have not historically looked to net income as a performance measure for our executive compensation program. In 2021, 2022, and 2023 our net loss decreased, and the compensation actually paid for both our PEO and our non-PEO NEOs decreased between 2021 and 2022, and increased in 2023. All information provided under the heading "Pay versus. Performance" and "Analysis of the Information Presented in the Pay Versus Performance Table" will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  50. Indemnification Agreements with Directors and Executive Officers

    Indemnification Agreements with Directors and Executive Officers We have entered into indemnification agreements with each of our directors and executive officers. Each of those indemnification agreements is in the form approved by our Board of Directors. Those indemnification agreements require that, under the circumstances and to the extent provided for therein, we indemnify such persons to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by any such person as a result of such person being made a party to certain actions, suits, and proceedings by reason of the fact that such person is or was a director, officer, employee, or agent of our Company, any entity that was a predecessor corporation of our Company, or any of our affiliates. The rights of each person who is a party to such an indemnification agreement are in addition to any other rights such person may have under applicable Nevada law, our Articles of Incorporation, our Bylaws, any other agreement, a vote of our stockholders, a resolution adopted by our Board of Directors, or otherwise.

  51. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors has nominated Chris Kiritsy and Peter Kiener, D. Phil. for election at the annual meeting, each of whom is an incumbent director. The Board of Directors currently consists of eight members, classified into three classes as follows: (1) Class I: Peter Kiener, D.Phil. and Christopher Kiritsy constitute a class with a term ending at the 2024 annual meeting of stockholders; (2) Class II: James Geraghty, Ann Barbier, M.D., Ph.D. and Maya R. Said, Sc.D. constitute a class with a term ending at the 2025 annual meeting; and (3) Class III: Stephen S. Yoder, Michael Richman, and Matthew L. Sherman, M.D. constitute a class with a term that expires at the 2026 annual meeting of stockholders. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring and until their respective successors have been duly elected and qualified. The Board of Directors has nominated Chris Kiritsy and Peter Kiener, D. Phil. for election at the annual meeting for a term of three years to serve until the 2027 annual meeting of stockholders, and until their respective successors are duly elected and qualified. Unless authority to vote for the nominee is withheld, the shares represented by properly completed proxies will be voted FOR the election as director of Chris Kiritsy and Peter Kiener, D. Phil. In the event that any nominee becomes unable or unwilling to serve, the shares represented by properly completed proxies will be voted for the election of such other person as the Board of Directors may recommend in such nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. The two nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. Votes withheld and broker non-votes will not be treated as votes cast and, therefore, will not affect the outcome of the elections. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF CHRIS KIRITSY AND PETER KIENER, D. PHIL., AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.