Shalom Jacobovitz
CleneAbout Shalom Jacobovitz
Independent director at Clene Inc. (CLNN); age 64; on the Board since March 2013 and served as Chairman from November 2015 to May 2021. CEO of CiVi Biopharma since March 2018; previously President of Actelion Pharmaceuticals U.S., Inc. (2003–2013) and CEO of the American College of Cardiology (2013–2018). B.S. in Biology from Western University (University of Western Ontario). Independent under Nasdaq rules; designated Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Actelion Pharmaceuticals U.S., Inc. | President | Oct 2003 – Apr 2013 | Led U.S. unit; responsible for implementing strategies globally |
| American College of Cardiology | Chief Executive Officer | Apr 2013 – Feb 2018 | Developed and implemented strategies; managed members |
| Clene Inc. | Chairman of the Board | Nov 2015 – May 2021 | Board leadership; governance continuity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CiVi Biopharma, Inc. | Chief Executive Officer | Mar 2018 – present | U.S.-based biopharmaceutical company |
Board Governance
| Attribute | 2024 Detail | Source |
|---|---|---|
| Independence status | Independent director (Nasdaq) | |
| Committee assignments | Audit Committee (Member, FE); Compensation Committee (Chair) | |
| Audit Committee meetings | 5 meetings in 2024 | |
| Compensation Committee meetings | 2 meetings in 2024 | |
| Board meetings | 9 meetings in 2024 | |
| Attendance | Each director attended ≥75% of combined Board and committee meetings in 2024; 8 directors attended the 2024 Annual Meeting | |
| Audit Committee report signatory | Listed member in Audit Committee Report | |
| Chair roles | Former Chairman of the Board (Nov 2015–May 2021) | |
| Lead independent chair (current) | Company has independent non-employee chair (currently David J. Matlin) |
Fixed Compensation (Director)
| Component | Structure | 2024 Value (Shalom Jacobovitz) | Source |
|---|---|---|---|
| Annual Board equity grant | 30,000 stock options; vests in 12 equal monthly installments; strike = closing price on grant date | Policy detail (company-wide) | |
| Quarterly Board retainer | Fully exercisable options; $10,000 per member per quarter; Chair $17,500 per quarter | Policy detail (company-wide) | |
| Audit Committee | Member: $1,875 per quarter ($7,500 annually); Chair: $3,750 per quarter ($15,000 annually) | Policy detail (company-wide) | |
| Compensation Committee | Member: $1,500 per quarter ($6,000 annually); Chair: $3,000 per quarter ($12,000 annually) | Policy detail (company-wide) | |
| Nominating & Governance | Member: $1,000 per quarter ($4,000 annually); Chair: $2,000 per quarter ($8,000 annually) | Policy detail (company-wide) | |
| Total 2024 director comp (options) | Option awards (Black-Scholes value) | $68,254 |
Performance Compensation
- Director compensation at Clene is equity-based (stock options) with time-based vesting; quarterly retainers are fully exercisable at grant and annual grants vest monthly. No performance-based metrics are tied to director pay .
| Equity Award Feature | Detail | Source |
|---|---|---|
| Annual director grant | 30,000 options; 12 monthly vesting; strike = closing price on grant date | |
| Quarterly retainers (Board/Committees) | Options fully exercisable when granted; dollar-equivalent schedule by role | |
| Director pay form | Options only (valued by Black-Scholes); no meeting fees disclosed beyond option-based retainers |
As Compensation Committee Chair, Jacobovitz oversees executive pay and the equity plan; the 2025 say-on-pay passed with strong support (For: 3,662,992; Against: 137,918; Abstain: 59,789), a positive governance signal for compensation oversight .
Other Directorships & Interlocks
| Category | Disclosure | Source |
|---|---|---|
| Current public company boards | None disclosed for Jacobovitz | |
| Other roles | CEO, CiVi Biopharma (private) | |
| Compensation committee interlocks | None disclosed for 2024; committee comprised solely of independent non‑employee directors |
Expertise & Qualifications
- 30+ years in pharma/biotech operations and commercialization; executive leadership across Actelion, ACC, and CiVi Biopharma; designated Audit Committee Financial Expert based on experience and education .
- Strategic planning and governance experience as former Board Chair; ongoing role as Compensation Chair .
Equity Ownership
| Metric | Value | Date/Notes | Source |
|---|---|---|---|
| Total beneficial ownership | 56,526 shares | As of Mar 25, 2025; less than 1% (*) | |
| Ownership % of outstanding | <1% | 8,596,063 shares outstanding | |
| Options exercisable (≤60 days) | 52,774 | Included in beneficial ownership | |
| Outstanding options (12/31/2024) | 48,606 | Snapshot year-end 2024 | |
| Unvested RSU rights (milestone-based) | 2,240 potential shares | Issuable upon Merger Agreement milestones | |
| Hedging/Pledging | Company policy strongly discourages hedging/offset transactions by directors/executives | Policy disclosure |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Financial Expert; dual committee roles (Audit member, Compensation Chair) enhance oversight in key governance risk areas .
- Demonstrated engagement: Board met 9 times; Audit 5; Compensation 2; each director attended ≥75% of combined meetings in 2024; Jacobovitz attended the annual meeting cohort where 8 directors were present .
- Compensation governance: Independent consultant (FW Cook) retained by the Compensation Committee with exclusive engagement; supports objective pay decisions under Jacobovitz’s chairmanship .
- Shareholder support: 2025 say‑on‑pay passed with strong “For” votes, indicating investor confidence in compensation oversight and structures .
- Clawback policy adopted Nov 28, 2023 per Nasdaq Rule 10D‑1 improves accountability for incentive pay .
-
Potential concerns and monitoring points
- Ownership alignment is modest (<1% beneficial ownership, largely via options); while typical for small-cap biopharma boards, limited direct share ownership may temper “skin‑in‑the‑game” alignment .
- Related-party financing activity involved other directors (e.g., Kensington entities controlled by Director Alison Mosca; 4Life-linked parties), not Jacobovitz; nevertheless, as Audit member and Compensation Chair, ongoing vigilance on conflicts, terms, and fair dealing is warranted .
- Equity plan overhang increased to a potential ~28.1% upon 2025 plan amendment approval; while standard for clinical-stage companies, dilution risk necessitates tight grant discipline by the Compensation Committee .
-
RED FLAGS
- None disclosed specifically related to Jacobovitz: no related-party transactions, tax gross-ups, pledging, or legal proceedings noted for him in the proxy .
Related Party Transactions (Context)
- 2024 private placements and 2024 senior secured convertible notes involved related parties (e.g., Kensington entities and 4Life/La Scala) but did not list Jacobovitz as a participant; these were subject to governance oversight and committee review frameworks .
Director Compensation Policy Summary (Structure)
| Element | Detail | Source |
|---|---|---|
| Annual director option grant | 30,000 options; monthly vesting; full vest at next annual meeting or qualifying transaction; strike = closing price | |
| Quarterly retainers (Board) | $10,000 option value per member; $17,500 for non‑executive Chair | |
| Quarterly retainers (Audit) | $1,875 member; $3,750 chair (options) | |
| Quarterly retainers (Compensation) | $1,500 member; $3,000 chair (options) | |
| Quarterly retainers (Nominating) | $1,000 member; $2,000 chair (options) | |
| New director grant | 45,000 options; vests over 36 months; strike = closing price |
2024 director compensation for Jacobovitz: $68,254 (option awards valued via Black-Scholes) .
Say‑on‑Pay & Shareholder Feedback
| Item | 2025 Vote Result | Source |
|---|---|---|
| NEO Compensation (advisory) | For 3,662,992; Against 137,918; Abstain 59,789; Broker non‑votes 1,744,947 |
Committee Composition (Current)
| Committee | Members | 2024 Meetings | Source |
|---|---|---|---|
| Audit | Alison H. Mosca (Chair), Shalom Jacobovitz (FE), Jonathon T. Gay (FE) | 5 | |
| Compensation | Shalom Jacobovitz (Chair), Alison H. Mosca, Arjun “JJ” Desai, M.D. | 2 | |
| Nominating & Governance | David J. Matlin (Chair), Jonathon T. Gay, Vallerie V. McLaughlin, M.D. | 1 |
Governance Quality Signals
- Independent leadership structure (independent Chair; majority independent board; all committees independent) .
- Formal related-person transaction policy requiring Nominating and Audit Committee approval; explicit conflict disclosure expectations for directors .
- Compensation Committee comprised of non‑employee directors; no insider participation; independent consultant (FW Cook) engaged solely by the committee .
Overall, Jacobovitz’s profile—independence, audit/comp expertise, prior chair experience, and solid attendance—supports board effectiveness. His modest personal stake suggests standard alignment for a clinical-stage small cap; compensation and RPT oversight are the most critical ongoing governance areas under his committee roles .