Abhinav "Abi" Jain
AYTU BIOPHARMAAbout Abhinav “Abi” Jain
Abhinav “Abi” Jain (age 35) is an independent director of Aytu BioPharma, appointed in June 2023 pursuant to a board designation right granted to Nantahala Capital Management under a June 8, 2023 Securities Purchase Agreement; he holds an S.B. in Chemical-Biological Engineering from MIT (2012) and an M.B.A. with honors in Finance and Entrepreneurial Management from Wharton (2019) . Jain has been an Analyst at Nantahala Capital Management since July 2019 and previously was an Associate at Angelo, Gordon & Co. focused on private equity and structured credit (2015–2017); the Board cites his financial expertise as the rationale for his service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nantahala Capital Management, LLC | Analyst | Jul 2019–Present | Investment focus includes specialty and generic pharma |
| Angelo, Gordon & Co. | Associate | 2015–2017 | Private equity and structured credit investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talphera, Inc. | Director | Current as of Oct 24, 2025 | Not disclosed |
| Xtant Medical Holdings, Inc. | Director | Current as of Oct 24, 2025 | Not disclosed |
| Eagle Pharmaceuticals, Inc. | Director | Current as of Oct 24, 2025 | Not disclosed |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Jain is independent under Nasdaq Rule 5605(a)(2) .
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Governance Committee (member); not a chair on any committee .
- Meeting cadence and attendance:
- FY2025 Board meetings: 12; each director attended at least 75% of the Board and committee meetings on which they served .
- FY2025 Committee meetings: Audit (6), Compensation (1), Nominating & Governance (1) .
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings held (count) | 31 | 12 |
| Audit Committee meetings (count) | 6 | 6 |
| Compensation Committee meetings (count) | 2 | 1 |
| Nominating & Governance Committee meetings (count) | 1 | 1 |
| Jain attendance threshold | ≥75% | ≥75% |
Fixed Compensation
- Non-employee director pay structure (effective July 1, 2025): $50,000 annual cash retainer for directors; committee member fees—Audit $10,000, Compensation $10,000, Nominating & Governance $5,000; chair premiums—Audit/Compensation $20,000, Nominating $10,000; Lead Independent/Chair $80,000 .
- FY2025 director compensation (cash and stock) for Jain: $75,000 fees earned and $2,760 stock awards; total $77,760 .
| Component | Amount |
|---|---|
| Annual director cash retainer | $50,000 |
| Audit Committee member fee | $10,000 |
| Compensation Committee member fee | $10,000 |
| Nominating & Governance member fee | $5,000 |
| FY2025 fees earned (Jain) | $75,000 |
| FY2025 stock awards (Jain) | $2,760 |
| FY2025 total compensation (Jain) | $77,760 |
Performance Compensation
- Equity program for non-employee directors (effective July 1, 2025): 6,500 restricted shares/RSUs upon appointment; annual grant of 10,000 restricted shares/RSUs thereafter .
- Unvested equity: Jain held 4,850 unvested restricted shares as of June 30, 2025, and 12,010 unvested restricted shares as of October 13, 2025 .
| Metric | FY2025 (as of Jun 30, 2025) | As of Oct 13, 2025 |
|---|---|---|
| Initial appointment grant (units) | 6,500 (program design) | 6,500 (program design) |
| Annual RSU grant (units) | 10,000 (program design) | 10,000 (program design) |
| Unvested restricted shares (Jain) | 4,850 | 12,010 |
| Option awards (Jain) | None disclosed; no vested options listed | None disclosed |
Vesting schedules, grant dates, performance metrics for director equity, and any deferred compensation elections are not disclosed.
Other Directorships & Interlocks
- Current public company boards: Talphera, Xtant Medical Holdings, Eagle Pharmaceuticals .
- Board interlocks: Not disclosed; no specific supplier/customer/competitor overlaps reported for Jain .
Expertise & Qualifications
- Board skills matrix: Financial Analysis/Accounting, Pharmaceutical Industry, and Mergers & Acquisitions/Business Development marked for Jain .
- Appointment rationale: Financial expertise and investment experience cited by the Board .
Equity Ownership
- Beneficial ownership as of October 13, 2025: 19,500 shares (7,490 common shares + 12,010 unvested restricted shares); less than 1% of shares outstanding .
- Earlier snapshot as of March 24, 2025: 9,500 shares; less than 1% .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging, margin accounts, and pledging for Section 16 reporting persons; the company reports compliance .
| Metric | Mar 24, 2025 | Oct 13, 2025 |
|---|---|---|
| Common shares (direct/indirect) | N/A | 7,490 |
| Unvested restricted shares | N/A | 12,010 |
| Total beneficial ownership (shares) | 9,500 | 19,500 |
| Ownership as % of shares outstanding | <1% (6,169,953 SO) | <1% (10,188,208 SO) |
| Shares pledged as collateral | Prohibited; none reported | Prohibited; none reported |
Governance Assessment
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Strengths
- Independence and multi-committee service (Audit, Compensation, Nominating & Governance), supporting board oversight breadth .
- Attendance at or above the company’s threshold (≥75%) with regular Board and Audit meeting cadence (12 Board; 6 Audit in FY2025) indicating engagement .
- Anti-hedging and anti-pledging policy applied to directors; compliance noted, reducing alignment risks from derivatives or leverage .
- Audit Committee explicitly oversees related-party transactions under written charter, providing conflict mitigation .
-
Alignment
- Equity-based director program (initial 6,500 RSUs; 10,000 RSUs annually) and reported unvested restricted shares (12,010) indicate ongoing ownership alignment; no options held by Jain per disclosure .
-
Potential Conflicts and RED FLAGS
- Appointed as a designee of a significant shareholder (Nantahala at 10.6% as of Oct 13, 2025); while Nasdaq independence is affirmed, this can influence board dynamics and may create perceived alignment with a large investor’s priorities .
- Multiple concurrent pharma boards (Talphera, Xtant Medical, Eagle) could pose time-commitment constraints or sector information overlaps; no specific related-party transactions tied to Jain are disclosed .
- No pledging/hedging and no disclosed related-party transactions involving Jain; company-wide related-party items disclosed involve other personnel and are subject to Audit Committee review .
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Net View
- Jain adds financial and industry expertise and represents investor perspective, with appropriate committee placements and policy safeguards; monitor for any future transactions involving Nantahala or companies where Jain serves to ensure continued independence and conflict management .