Chetan Shah
AETHLON MEDICALAbout Chetan S. Shah, M.D.
Independent director at Aethlon Medical since June 2013; a board-certified otolaryngologist who founded Princeton Eye & Ear in 2009 and serves on multiple medical committees in New Jersey. He earned a bachelor’s and M.D. from Rutgers University and Robert Wood Johnson Medical School and was a member of the New Jersey Board of Medical Examiners; age 55 as of August 15, 2024. He is classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton Eye & Ear | Founder | Since 2009 | ENT practice leadership and governance |
| Surgery Center at Hamilton | Partner & Board Member | Not disclosed | Clinical operations oversight |
| Physician Management Systems | Board Member | Not disclosed | Physician practice management oversight |
| New Jersey Board of Medical Examiners | Member | Prior service | State medical licensure and oversight |
External Roles
| Organization | Position | Status | Notes |
|---|---|---|---|
| Private company (unnamed) | Board Member | Current | Serves on one additional private board |
| State of New Jersey | Audiology & Speech Language Pathology Committee | Current | Committee member |
| Multiple Hospital Committees (NJ) | Committee Member | Current | Local hospital governance roles |
Board Governance
- Independence: Board determined Dr. Shah is independent for Audit and Compensation Committee purposes; board has four of five independent directors.
- Committee assignments (FY ended Mar 31, 2024): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Audit Committee service through September 15, 2023.
- Attendance: Board met 8 times in FY2024; Audit (4), Compensation (6), Nominating (3); each director attended ≥75% of board and respective committee meetings.
- Lead Independent Director: None designated; Chairman and CEO roles held by different individuals.
- Anti-hedging/anti-pledging policy: Officers, directors, employees, and consultants prohibited from short sales, options/hedging, and pledging/margining company stock.
- Related party policy: Written policy requires Audit Committee review/approval of related party transactions >$120,000; no related party transactions disclosed for directors in FY2024/2025 proxies.
Fixed Compensation (Non-Employee Director)
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $63,750 | Director + committee membership + Compensation Committee chair |
| Equity (RSUs grant-date fair value) | $50,000 | Annual director grant per policy |
| Total | $113,750 | Sum of cash and RSU grant value |
Director Compensation Policy (rates applicable FY2024):
- Annual board retainer: $40,000; Board Chair additional $30,000.
- Committee fees: Audit Chair $15,000; Compensation Chair $15,000; Nominating Chair $8,000; Audit Member $7,500; Compensation Member $7,500; Nominating Member $5,000.
- Equity grants: New directors receive $75,000 RSUs or options; continuing directors receive $50,000 RSUs or options; typical vesting equal quarterly over one year.
Performance Compensation (Equity Awards & Vesting Details)
| Award/Metric | Grant Date | Units/Value | Vesting/Terms | Source |
|---|---|---|---|---|
| Annual RSU grant (continuing directors) | FY2024 | $50,000 value | Typically equal quarterly vest over 1 year per policy | |
| Initial RSU grant (new directors) | Policy | $75,000 value | Typically equal quarterly vest over 1 year per policy | |
| RSU grant (historical) | 08/09/2016 | 16,432 RSUs | 12,324 vested on grant; 1,368 vest on 9/30/16, 12/31/16, 3/31/17 | |
| RSU conversion & tax withholding (Form 4) | 09/30/2025 | 4,465 RSUs converted; 1,786 shares forfeited at $0.749 to cover taxes | Beneficial ownership after: 22,672 common shares |
No director performance metrics (e.g., TSR gates or EBITDA targets) are tied to non-employee director compensation; equity is time-based per policy.
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Shah.
- Private/academic/state roles: See External Roles above.
- Interlocks with competitors/customers: None disclosed.
Expertise & Qualifications
- Board-certified otolaryngologist with clinical practice leadership; prior state regulatory experience (Board of Medical Examiners); active roles on hospital and state committees.
- Education: Bachelor's (Rutgers University); M.D. (Robert Wood Johnson Medical School).
Equity Ownership
| Metric | Aug 6, 2024 (older) | Apr 3, 2025 (newer) |
|---|---|---|
| Beneficial ownership (shares) | 21,507 total (16,572 common; 4,934 RSUs vesting ≤60 days) | 31,375 common |
| Ownership % of outstanding | <1% (13,937,327 outstanding) | <1% (16,085,767 outstanding) |
| Anti-pledging/hedging compliance | Company policy prohibits hedging/pledging by directors | Company policy prohibits hedging/pledging by directors |
Selected Insider Trading Records (Section 16):
| Date | Form | Transaction | Quantity | Price | Beneficial After |
|---|---|---|---|---|---|
| 09/30/2025 | Form 4 | Withholding on RSU conversion (Code F) | 1,786 forfeited | $0.749 | 22,672 shares |
| 08/09/2016 | Form 4 | RSU Grant (16,432 units) | 16,432 granted | $0 (grant) | N/A |
Governance Assessment
- Board effectiveness and engagement: As Compensation Committee Chair and member of Nominating & Governance, Dr. Shah influences executive pay and board composition; attendance thresholds met and committee cadence is active.
- Independence and conflicts: Classified independent; no related party transactions disclosed involving Dr. Shah; strong anti-hedging/pledging policy reduces misalignment risks.
- Compensation alignment: Director pay mixes modest cash with annual time-vested equity per a transparent policy; no performance-based metrics for directors, in line with governance norms.
- Ownership alignment: Ownership is <1% of outstanding shares; periodic RSU vesting and holdings provide some alignment but stake size is limited typical for small-cap boards.
RED FLAGS
- None disclosed relating to attendance, related-party transactions, hedging/pledging, or option repricing; the Compensation Committee uses an external consultant (Anderson Pay Advisors) for executive benchmarking, supporting process rigor.