Donald Chase
About Donald R. Chase
Donald R. Chase (age 78) is an independent director of Bluejay Diagnostics, serving on the Board since 2017. He is currently Chair of the Compensation Committee, a member of the Audit Committee (designated an “audit committee financial expert”), and a member of the Nominating & Corporate Governance Committee. The proxy states that effective as of the 2025 Annual Meeting (held June 18, 2025), Mr. Chase will assume the role of Chair of the Audit Committee. He holds a B.S. in Accounting (with honors) from Western New England University and is a U.S. Army veteran who served in combat in Vietnam (1967–1969) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westbank Corporation (and Westbank) | President & CEO; Vice Chairman; Director | 1988–2007 | Senior leadership and board service at a regional bank, indicating deep finance and banking oversight experience . |
| NUVO Bank & Trust Company (Springfield, MA) | Chairman of the Board | 2008–2015 | Founding-era chairmanship of a de novo community bank, adding risk, audit, and governance exposure . |
| Merchants Bank and Merchants Bancshares, Inc. (South Burlington, VT) | Director | 2015–2017 | Public-company-caliber bank governance experience (as disclosed) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Millyard Bank | Director | 2020–present | Current outside directorship at a community bank . |
| Eastern States Exposition | Former Chairman of Board of Trustees | Not disclosed | Civic leadership role . |
| City of West Springfield, MA | Commissioner, Board of Public Safety | Not disclosed | Municipal public safety oversight . |
| Massachusetts Board of Agriculture | Former member | Not disclosed | State-level advisory experience . |
Board Governance
- Independence: The Board determined Mr. Chase is independent under Nasdaq rules; he also meets SEC/Nasdaq audit committee independence and literacy standards and is designated an audit committee financial expert .
- Committees and chair roles:
- Compensation Committee: Chair (independent) .
- Audit Committee: Member; will become Chair effective as of the 2025 Annual Meeting; Board also determined he is an “audit committee financial expert” .
- Nominating & Corporate Governance Committee: Member (independent) .
- Board/committee activity and attendance:
- 2024 meetings held: Board 11; Audit 5; Compensation 2; Nominating 1 .
- Attendance: Each incumbent director attended at least 75% of the total number of Board and committee meetings for which they were a member; all directors attended the 2024 annual meeting .
| 2024 Committee Meeting Counts | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Meetings held | 5 | 2 | 1 |
- 2025 Shareholder support (Annual Meeting, June 18, 2025): Mr. Chase was re-elected under plurality voting, receiving 86,718 votes “For” and 145,772 “Withheld” (383,644 broker non-votes) .
Fixed Compensation
- Non-Employee Director Compensation Policy (2024)
| Component | Amount (USD) |
|---|---|
| Board member annual retainer | $50,000 |
| Board Chair | $75,000 |
| Audit Committee member | $7,500 |
| Audit Committee chair | $20,000 |
| Compensation Committee member | $7,500 |
| Compensation Committee chair | $20,000 |
| Nominating & Corporate Governance member | $7,500 |
| Nominating & Corporate Governance chair | $20,000 |
- 2024 Director Compensation (Mr. Chase)
| Year | Fees Earned (USD) | Stock Awards (USD) | Option Awards (USD) | Other (USD) | Total (USD) |
|---|---|---|---|---|---|
| 2024 | $85,000 | — | — | — | $85,000 |
Notes:
- The 2024 table shows no equity awards for non-employee directors; compensation was entirely cash for Mr. Chase in 2024 .
Performance Compensation
- Equity awards to non-employee directors in 2024: none (no stock or option awards granted per proxy table) .
- No director performance metrics disclosed (e.g., revenue/EBITDA/TSR) tied to director pay in 2024 .
| Metric-Linked Pay Elements (Directors) | 2024 Disclosure |
|---|---|
| Equity grants (RSUs/PSUs) | None disclosed for directors in 2024 . |
| Options (new grants) | None disclosed for directors in 2024 . |
| Performance metrics | Not disclosed/applicable for director pay . |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Dates |
|---|---|---|---|
| Millyard Bank | Not specified | Director | 2020–present |
| Merchants Bank; Merchants Bancshares, Inc. | Not specified | Director | 2015–2017 |
| NUVO Bank & Trust Company | Not specified | Chairman | 2008–2015 |
- Interlocks/conflicts: The proxy discloses family relationship between Neil Dey (CEO) and Svetlana Dey (director) but does not identify interlocks or related-party transactions involving Mr. Chase .
Expertise & Qualifications
- Banking and financial services leadership (former CEO, vice chair, and director of Westbank; chair of NUVO Bank; director of Millyard Bank) .
- Audit oversight and financial literacy; designated “audit committee financial expert” by the Board .
- Governance experience across compensation and nominating committees (current Comp Chair; Nominating member) .
- Accounting degree (B.S., with honors) and veteran leadership profile .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Donald R. Chase | 110 | <1% (based on 1,494,167 shares outstanding as of May 2, 2025) |
Breakdown (per footnote):
- Direct: 98 shares .
- Options/warrants included in beneficial ownership: 2 options @ $7,624; 4 options @ $1,296; 3 options @ $22,320; 3 warrants @ $18,360 (shares underlying securities exercisable within 60 days) .
Policy safeguards:
- Insider trading policy prohibits short sales, hedging transactions, trading in public options on company securities, and holding in margin accounts or pledging securities as loan collateral (i.e., pledging prohibited) .
- Anti-hedging policy also restricts hedging/offsetting instruments absent prior approval .
Governance Assessment
Strengths
- Independent director with extensive bank leadership and audit oversight experience; designated “audit committee financial expert” and slated to chair Audit (signaling stronger financial oversight) .
- Active committee leadership: Chair of Compensation; member of Nominating & Governance; planned Audit Chair transition effective with 2025 Annual Meeting .
- Attendance and engagement: met ≥75% attendance threshold; all directors attended 2024 annual meeting; Board and committees were active (Board 11 meetings in 2024) .
Alignment and Risks
- Ownership alignment appears modest in absolute terms (110 shares; <1% of class), though small-float dynamics and prior reverse splits complicate comparisons; anti-hedging/anti-pledging policy mitigates misalignment risks .
- Shareholder support signal: high “withhold” votes relative to “for” votes in 2025 director election (86,718 For; 145,772 Withheld; plurality standard still resulted in re-election). This may indicate investor concerns and warrants continued engagement on governance and performance topics. RED FLAG: elevated withhold rate .
- Related-party transactions: Proxy discloses a related-party arrangement with NanoHybrids (CTO’s entity) overseen by the Audit Committee; no specific related-party transactions disclosed for Mr. Chase .
Compensation Committee Considerations
- Compensation Committee composition: Chase (Chair), Wurth, Gemignani (to be replaced by Zeidman post-Annual Meeting); all independent per Nasdaq .
- No disclosure of external compensation consultant usage; Committee oversees CEO and executive officer compensation and equity plans .
Shareholder Voting/Process Notes
- 2025 Annual Meeting held June 18, 2025; directors re-elected under plurality standard; reverse stock split proposals approved; auditor ratified .
Overall Implications for Investor Confidence
- Mr. Chase brings deep financial and audit oversight credentials and will hold two pivotal governance roles (Compensation Chair; Audit Chair), supportive of board effectiveness.
- The elevated withhold vote in 2025 is a cautionary signal; coupling Audit Chair responsibilities with robust disclosure, investor outreach, and demonstrable risk oversight could help address investor concerns in future cycles .