Jason M. Aryeh

About Jason M. Aryeh

Jason M. Aryeh, age 56, has served as an independent director of Anebulo Pharmaceuticals since March 2021; he is founder and managing general partner of JALAA Equities, LP (1997–present) with a focus on biotechnology and medical devices, and holds a B.A. in economics with honors from Colgate University (Omicron Delta Epsilon) . He is deemed independent under Nasdaq standards and is designated by the Board as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
• Audit Chair is Bimal Shah; Audit Committee met four times in FY2024; Aryeh is an “audit committee financial expert” per SEC rules .
• Independence: Board affirmatively determined Aryeh is independent; only Cunningham (employee), English and Calloway (due to 22NW’s ownership) are not independent .
• Attendance: The Board met four times in the last fiscal year; each director attended at least 75% of board and committee meetings during their service period .
• Board structure and leadership: Independent Chair (Dr. Lawler) separates chair/CEO roles; Board recommended and sought declassification to annual election for directors, aligning with investor governance best practices .
• Special Investment Committee: Aryeh served (with Cunningham and Shah) on an ad hoc Special Investment Committee for financing decisions, including the December 23, 2024 private placement .
• Controlled company status risk: Following the lock-up removal vote, English may control ~51% voting power; ANEB may elect Nasdaq “controlled company” exemptions (e.g., reduced independent oversight), posing governance risk .

Fixed Compensation

• Non‑employee director cash policy at ANEB (current, retained June 13, 2024): annual cash retainer $1,000; additional $10,000 for Committee Chairs (Audit/Comp/Nominating); Board retained the existing cash policy rather than raising cash pay recommended by Pearl Meyer .
• Director pay benchmarking: Pearl Meyer engaged to review and advise on director/executive compensation; Board adopted larger equity grants and kept cash at low levels to preserve cash .

Performance Compensation

• Vesting schedules: initial 50,000 option grant vests pro‑rata monthly over 3 years; annual 25,000 option grant vests by the earlier of one year or next annual meeting .
• Clawback: Board adopted a clawback policy for performance-based compensation tied to accounting restatements .
• Insider trading/hedging: ANEB prohibits short sales, options, hedging, margin, pledges, and speculative transactions for directors and related persons .

Other Directorships & Interlocks

• Related person transaction controls: Audit Committee policy requires review/approval; directors with interests must recuse; factors include independence impact and arm’s‑length comparisons .
• Financing transactions with related parties: 22NW and JFL provided loan arrangements; 22NW purchased 10,101,010 shares in the Dec 2024 private placement; Aryeh was on the Special Investment Committee during financing deliberations .

Expertise & Qualifications

• Capital markets and fund management expertise (JALAA Equities, LP; transactional capital markets background) .
• Audit and governance credentials: designated “audit committee financial expert”; chairs ANEB’s Nominating & Corporate Governance Committee; chairs Nominating & Governance at two external public companies .
• Education: B.A. economics with honors, Colgate University; Omicron Delta Epsilon in economics .

Equity Ownership

• Pledging/hedging: Prohibited under ANEB’s Insider Trading Policy (short sales, puts/calls, hedging, margin accounts, pledges, speculative transactions) .

Governance Assessment

• Positives:

  • Independent director with deep sector and governance expertise; designated audit committee financial expert, enhancing oversight quality .
  • Chairs Nominating & Governance; Board moved to declassify, aligning with governance best practices and increasing accountability .
  • Strong meeting engagement (≥75% attendance) and service on Audit with four meetings in FY2024 .
  • Equity‑heavy director compensation and prohibitions on hedging/pledging improve alignment and guard against misaligned risk taking .

• Risks and RED FLAGS:

  • Controlled company risk: Post‑lock‑up removal, a single director‑affiliated stockholder (English/22NW) may control ~51% voting power; ANEB may choose Nasdaq governance exemptions, potentially reducing independent oversight and increasing conflict risk in director elections and compensation .
  • Related party exposure in financings: December 2024 private placement and 2025 lock‑up mechanics centered on 22NW (director‑affiliated); Aryeh sat on the Special Investment Committee overseeing financing options—heightened need for demonstrable recusals and robust Audit Committee review to mitigate perceived conflicts .
  • Very low cash director retainers (Board retained current cash policy) with equity top‑ups suggests alignment but may be used as cash preservation rather than performance linkage; ongoing reliance on options without disclosed performance metrics for directors can blur pay‑for‑performance signaling .

• Implications:

  • Aryeh’s governance and audit expertise are positives for investor confidence, but the controlled company profile and repeated related‑party financing events heighten scrutiny on process integrity (recusals, independent committee oversight, disclosure). Continued transparency from the Audit and Nominating Committees on related‑party reviews and board refreshment will be critical .