Stella Vnook
About Stella Vnook
Stella Vnook, age 50, has served as an independent director of AIFF since August 2024. She is a CEO, founder, and board member with 25 years’ experience across pharma/biotech and medical devices, spanning commercialization, R&D, IP strategy, venture capital initiatives, and healthcare economics, and currently serves as CEO of Likarda (since April 2023), director/founder/president of Oral Biolife (since April 2022), founder/president/executive advisor at Agile Consulting Group (since March 2015), and Expert-In-Residence/Entrepreneur-in-Residence at Pennsylvania State University/NC Innovations/ECU (since April 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Likarda | Chief Executive Officer | April 2023–present | Executive leadership in commercialization and scale-up |
| Oral Biolife | Director, Founder, President | April 2022–present | Strategy, R&D, business development; interlock noted below |
| Agile Consulting Group | Founder, President, Executive Advisor | March 2015–present | Advisory on scale-up, IP, and investment strategy |
| Pennsylvania State University, NC Innovations, ECU | Expert-In-Residence; Entrepreneur-in-Residence | April 2024–present | Mentorship and innovation ecosystem engagement |
External Roles
| Organization | Role | Tenure | Sector/Focus |
|---|---|---|---|
| Likarda | CEO | Apr 2023–present | Biotech/medical device commercialization |
| Oral Biolife | Director, Founder, President | Apr 2022–present | Biotech/devices; product launch and R&D |
| Agile Consulting Group | Founder, President, Executive Advisor | Mar 2015–present | Strategy, IP and venture capital initiatives |
| Penn State / NC Innovations / ECU | Expert/Entrepreneur-in-Residence | Apr 2024–present | Innovation and healthcare economics |
Board Governance
- Board class: Class II director, nominated for election at the October 27, 2025 annual meeting; term, if elected, would run to the 2028 annual meeting .
- Committee memberships and roles:
- Audit Committee member; the Board determined all Audit members (including Vnook) are independent under Nasdaq and Rule 10A-3(b)(1) .
- Compensation Committee member; the Board determined all members (including Vnook) are independent and “non-employee directors” under Rule 16b-3 .
- Nominating and Corporate Governance Committee chair; independence assessments addressed by the Board for committee members .
- Independence oversight and Code of Ethics governance reside with the Nominating Committee and the Board’s adopted Code of Ethics (Aug 12, 2024) .
- Attendance rate not disclosed in the proxy; Board composition and committee structures disclosed, but specific attendance metrics are not provided .
Fixed Compensation
Director compensation in 2023 and 2024 shows no monetary compensation (cash retainer, meeting fees, chair fees) for non-employee directors; Stella Vnook received no compensation during the reported periods.
| Year | Annual Retainer (Cash) | Committee/Chair Fees (Cash) | Meeting Fees (Cash) | All Other Cash | Total Cash |
|---|---|---|---|---|---|
| 2023 | — | — | — | — | — |
| 2024 | — | — | — | — | — |
Narrative: “During the periods covered by the table above, our non-employee directors received no monetary compensation for their service as directors during such periods.”
Performance Compensation
- The company’s equity plans permit director awards, including Deferred Share Units (DSUs), Restricted Share Units (RSUs), stock options, SARs, and Performance Awards. The plan allows the Compensation Committee to impose performance criteria on DSU/RSU awards and authorize performance-based awards, but specific performance metrics for director grants are not disclosed in the proxy .
| Award Type | Available to Non-Employee Directors | Performance Criteria Possible | Key Terms |
|---|---|---|---|
| Deferred Share Units (DSUs) | Yes (Committee may grant to participants incl. directors) | Yes (Committee may include “restrictions based upon the achievement of specific performance criteria”) | Settlement date, potential holding/sale restrictions; cannot terminate more than one year post service end |
| Restricted Share Units (RSUs) | Yes (Committee may grant) | Yes (Committee may include performance criteria and time-based restrictions) | Settled in cash/shares/combination; Committee sets terms |
| Options/SARs | Yes (Plan covers nonqualified/incentive options and SARs) | Not typical for directors but plan authorizes; SARs payout is intrinsic value (FMV at exercise vs grant) | SAR exercise price ≥ 100% FMV; term ≤ 10 years; no dividends on SARs |
| Performance Awards | Yes (Plan authorizes Performance Awards) | Yes (explicitly performance-based awards) | Can be paid in cash or shares; Committee discretion |
Note: No grant-date fair values, vesting schedules, or director-specific performance metric targets are disclosed for Vnook’s director awards in the proxy .
Other Directorships & Interlocks
| Entity | Public/Private | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Oral Biolife | Not stated | Director, Founder, President | Apr 2022–present | Brian Posner also serves on Oral Biolife’s board (since Aug 2025), creating a board interlock within AIFF’s directors |
| Likarda | Not stated | CEO | Apr 2023–present | External operating role; potential counterparty risk should any transactions arise (none disclosed) |
| Agile Consulting Group | Not stated | Founder, President, Executive Advisor | Mar 2015–present | Advisory company affiliation |
| PSU / NC Innovations / ECU | Not stated | Expert/Entrepreneur-in-Residence | Apr 2024–present | Academic/innovation ecosystem role |
Expertise & Qualifications
- 25 years’ experience scaling clinical development portfolios from early-stage R&D to commercialization; expertise in brand launch, research acceleration, IP strategy, corporate board formation, business development, investment strategy, managed markets and healthcare economics .
- Executive leadership in pharmaceutical/biotech and device industries; current CEO at Likarda and founder/director roles at Oral Biolife .
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership | Vested DSUs | Unvested DSUs | Options Exercisable | Notes |
|---|---|---|---|---|---|---|
| Stella Vnook | 16,667 | <1% | 16,667 | — (none disclosed) | — (none disclosed) | Address for insiders as specified; ownership aligns via DSUs |
Governance Assessment
- Board effectiveness and independence: Vnook’s roles across all three key committees (Audit, Compensation, Nominating), including chairing Nominating, reflect strong governance engagement; Audit and Compensation Committee independence designations are explicitly affirmed by the Board, supporting investor confidence .
- Alignment and incentives: No cash retainers or fees disclosed for 2023–2024; equity plan mechanisms permit DSUs/RSUs/performance awards for directors, and Vnook holds 16,667 vested DSUs (<1% ownership). Alignment is present but ownership is modest in percentage terms .
- Potential conflicts/interlocks: Shared Oral Biolife affiliation with fellow AIFF director Brian Posner introduces an interlock; while no related-party transactions are disclosed, the Audit Committee’s written policy requires pre-approval of any related person transactions and prohibits participation by interested committee members, which mitigates conflict risk .
- Risk indicators: The proxy reports no involvement in certain legal proceedings for directors/officers over the past ten years, reducing governance red flags .
- Tenure/engagement: Service since August 2024, with nomination as Class II; attendance metrics are not disclosed in the proxy, which is a transparency gap to monitor in future filings .
RED FLAGS to monitor
- Board interlock at Oral Biolife (Posner and Vnook); ensure any future transactions with Oral Biolife undergo Audit Committee review under Item 404 policies .
- Limited disclosed ownership percentage (<1%); continued equity-based director grants and adherence to any future ownership guidelines (not disclosed) would strengthen alignment .
- Absence of disclosed attendance rates; request disclosure in future proxies for board/committee meeting attendance .
ALIGNMENT / CONFLICTS SUMMARY
- Independence: Affirmed on Audit and Compensation; chairs Nominating .
- Compensation: No cash in 2023–2024; equity plan authorizes director awards; specific grant detail for Vnook not disclosed beyond DSU holdings .
- Ownership: 16,667 vested DSUs; <1% stake .
- Interlocks: Oral Biolife with fellow director Brian Posner .
- Related party safeguards: Formal Audit Committee pre-approval policy; independence and recusal provisions .