Edward Murphy

About Edward Murphy

Edward Murphy (age 60) has served as an independent director of Co-Diagnostics, Inc. since June 2019 and currently chairs the Nominating Committee while serving on the Audit, Compensation, and Corporate Governance Committees. He is a senior vice president and partner at Dover Investments Ltd. (since December 1999) with deep experience in investment analysis and capital markets. His board service and finance background make him a relevant voice on governance, nominations, and compensation matters at CODX .

Past Roles

External Roles

Board Governance

• Independence and structure: The board has determined Murphy is an independent director under Nasdaq Rule 5605(a)(2). All four standing committees (Audit, Compensation, Corporate Governance, and Nominating) are comprised solely of independent directors. Murphy serves as Nominating Committee Chair and as a member of Audit, Compensation, and Corporate Governance .
• Attendance: In 2024 the board met 7 times; all directors attended >75% of board and committee meetings. The Audit Committee met 4 times in 2024 with all members, including Murphy, attending >75%. Similar attendance disclosures were provided for 2023 (9 board meetings; Audit met 4 times) and 2022 (11 board meetings) with >75% attendance for all directors and committee members .
• Audit Committee expertise: Eugene Durenard is designated the audit committee financial expert; Murphy serves as a member. The Audit Committee report lists Murphy as a signatory in 2025 .
• 2025 director election outcome for Murphy: For 10,908,878; Withheld 2,590,789; Broker non-votes 4,172,055 (≈80.8% support of votes cast excluding broker non-votes), indicating solid—though not unanimous—shareholder support .

Fixed Compensation

• Program design: Non-employee directors receive $100,000 annual cash retainer, paid quarterly. There are no additional chair fees, no meeting fees, and employee directors receive no extra pay for board service. Options granted to outside directors are immediately exercisable and typically expire in 10 years or 30 days after board service ends; directors are reimbursed for ordinary meeting expenses .

Director cash compensation (Murphy):

Performance Compensation

• Equity mix: CODX uses time-based RSUs for director equity; footnotes indicate RSUs “vested immediately upon grant” in recent years, reducing performance linkage (a potential alignment concern). No performance-based metrics for non-employee director equity were disclosed .
• Grant mechanics and vesting schedules:
  • 2021: 37,500 RSUs vesting 1/3 each in Jan 2021, 2022, 2023
  • 2022: 70,000 RSUs vesting 1/6 each in Nov 2022, 2023, 2024 and May 2023, 2024, 2025
  • 2023: 40,000 RSUs vesting 1/6 each in Nov 2022, 2023, 2024 and May 2023, 2024, 2025; plus 70,000 RSUs vesting 1/6 each in Nov 2023, 2024, 2025 and May 2024, 2025, 2026
  • 2024: 110,000 RSUs vesting 1/6 each in Nov 2024, 2025, 2026 and May 2025, 2026, 2027

Director equity compensation (Murphy) – Summary Compensation Table values:

Notes:

• RSUs “vested immediately upon grant” in 2023–2024 per proxy footnotes, implying lower pay-at-risk vs. performance shares .
• Equity plan protections include no option/SAR repricing without shareholder approval and clawback/recoupment provisions under the 2025 Equity Incentive Plan .

Other Directorships & Interlocks

• Related-party screening: CODX’s 2025 proxy discloses related-person transactions involving executives (Egan family; Abbott’s prior ownership in a subsidiary) and a board policy overseen by the Corporate Governance Committee; no related-party transactions involving Murphy are disclosed .

Expertise & Qualifications

• Capital markets and investment analysis, with long-tenured partner role at Dover Investments .
• Governance experience across multiple publicly reporting companies; chairs CODX Nominating Committee .
• Independent status affirmed by the board under Nasdaq rules .

Equity Ownership

Total beneficial ownership (including options exercisable within 60 days):

Additional alignment indicators:

• RSUs outstanding (unvested) at year-end: 70,833 (2022), 120,000 (2023), 151,667 (2024), indicating increasing equity exposure over time .
• Pledging/hedging: CODX maintains an insider trading policy; no specific pledging/hedging disclosures for directors were noted in the proxy .

Say-on-Pay & Shareholder Feedback

Governance Assessment

• Positives

  • Independent director with multi-decade capital markets experience; serves as Nominating Committee Chair, supporting board refreshment and succession oversight .
  • Strong attendance (>75%) across board and committee meetings in 2022–2024; consistent service on key committees (Audit/Comp/Governance) .
  • Shareholder support: ~80.8% support in 2025 director election; Say-on-Pay passed with sizable margin; new equity plan approved with majority support, signaling general investor confidence .
  • Equity plan guardrails (no repricing without approval; recoupment) align with shareholder-friendly practices .

• Watch items

  • Director RSUs in recent years vest immediately upon grant, which weakens pay-for-performance sensitivity; consider advocating for multi-year, performance-based equity for directors to enhance alignment .
  • Multiple outside boards and roles (as disclosed) can raise time-commitment/overboarding considerations; no issues disclosed, but continued monitoring is prudent .

• No identified conflicts

  • 2025 related-party section highlights transactions tied to executives (Egan family; Abbott’s prior indirect ownership), with oversight by the Corporate Governance Committee; no Murphy-related party transactions disclosed .

• Compliance and integrity

  • No legal proceedings disclosures involving Murphy; Section 16 compliance believed met for 2024; codes and policies in place (ethics, insider trading) .