James Nelson
Co-DiagnosticsAbout James Nelson
James Nelson, age 72 as of April 2025, has served as an independent director of Co-Diagnostics, Inc. since June 2019. He is the retired Chairman and CEO of Sunworks, Inc. and previously held senior roles in private equity (Peterson Partners, Millennial Capital Partners) and in marketing/strategy at Banana Republic, Saga Corporation, and Bain & Company; he holds an MBA from Brigham Young University where he graduated summa cum laude . The Board has determined that Nelson is an “independent director” under Nasdaq Rule 5605(a)(2) and he chairs Co-Diagnostics’ Corporate Governance Committee while serving on the Audit, Compensation, and Nominating Committees .
Past Roles
| Organization | Role | Tenure/Period | Notes/Impact |
|---|---|---|---|
| Sunworks, Inc. (NASDAQ) | Retired Chairman & CEO | Founded Oct 2010; retired prior to 2024 | Helped found Sunworks; led as Chairman & CEO |
| Peterson Partners | General Partner | Not disclosed | Private equity investing and portfolio company leadership |
| Millennial Capital Partners | General Partner | Not disclosed | Private equity investing and CEO roles in portfolio companies |
| Banana Republic | VP of Marketing; GM Catalog Division | Not disclosed | Managed company-wide marketing and international expansion |
| Saga Corporation | VP Marketing & Corporate Development | Not disclosed | Senior operating/marketing leadership at multi‑billion food service company |
| Bain & Company | Manager (strategy consulting) | Not disclosed | Managed teams on four continents; strategic advisory experience |
| Brigham Young University | MBA (summa cum laude) | Degree earned prior to career roles | Named Outstanding MBA Graduate |
External Roles
| Company | Role | Dates | Notes |
|---|---|---|---|
| None disclosed in CODX proxy materials | — | — | CODX proxies list Sunworks and prior private equity/operating roles; no current other public company directorships disclosed |
Board Governance
| Committee | Role | Evidence |
|---|---|---|
| Audit Committee | Member | |
| Compensation Committee | Member | |
| Corporate Governance Committee | Chair | |
| Nominating Committee | Member |
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 9 | 7 |
| Nelson attendance | >75% of board and committee meetings | >75% of board and committee meetings |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 2 | 2 |
| Corporate Governance Committee meetings | Addressed within board (no separate meetings) | Addressed within board (no separate meetings) |
| Nominating Committee meetings | Addressed within board (no separate meetings) | Addressed within board (no separate meetings) |
| Independence status | Independent under Nasdaq Rule 5605(a)(2) | Independent under Nasdaq Rule 5605(a)(2) |
The Corporate Governance Committee (chaired by Nelson) oversees the company’s related-party transaction policy . No family relationships among current directors and executive officers are disclosed .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Committee chair/member fees | $0 (none) | $0 (none) |
| Meeting fees | $0 (none) | $0 (none) |
Performance Compensation
| Equity Compensation | 2023 | 2024 |
|---|---|---|
| RSU grant date fair value | $198,000 | $122,100 |
| RSU grants (# of units) | 40,000 + 70,000 (two awards) | 110,000 |
| RSUs outstanding at year-end | 120,000 (as of 12/31/2023) | 151,667 (as of 12/31/2024) |
| Option awards (director program terms) | Options (if granted) are immediately exercisable; 10-year term or 30 days after ceasing as director | Same terms |
| Performance metrics tied to director equity | None disclosed; director RSUs described with time-based installment vesting; no TSR/financial metrics specified |
Vesting schedules disclosed:
- 2023 awards: 40,000 RSUs vest 1/6 in Nov 2022, 2023, 2024 and May 2023, 2024, 2025; 70,000 RSUs vest 1/6 in Nov 2023, 2024, 2025 and May 2024, 2025, 2026 .
- 2024 awards: 110,000 RSUs vest 1/6 in Nov 2024, 2025, 2026 and May 2025, 2026, 2027 .
- Footnotes note immediate vesting upon grant in summary tables, but outstanding RSU counts are disclosed at year-end .
Plan governance safeguards (applies to director awards under the 2025 Equity Incentive Plan):
- No option/SAR repricing or cash buyouts without shareholder approval; no “reload” awards .
- No dividends on unvested awards; dividend equivalents accumulate until vesting .
- Clawback/recoupment permitted under compensation recovery policies .
- Change-in-control: assumed awards continue vesting, with full acceleration on double-trigger termination within 24 months; if not assumed, vest upon change-in-control .
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| None disclosed | — | None disclosed in CODX proxy statements |
Expertise & Qualifications
- Retired Chairman/CEO (Sunworks), private equity leadership, and senior marketing/strategy roles (Banana Republic, Saga, Bain) .
- MBA, Brigham Young University (summa cum laude; Outstanding MBA Graduate) .
- Independent director by Nasdaq standards; member of Audit and Compensation Committees and chair of Corporate Governance .
Equity Ownership
| Metric | June 30, 2024 | Oct 31, 2025 |
|---|---|---|
| Shares beneficially owned | 165,000 | 319,166 |
| Ownership as % of class | <1% (asterisk in table) | <1% (asterisk in table) |
| Options exercisable within 60 days | Not disclosed for 6/30/2024 | 50,000 |
| Shares outstanding baseline | 31,911,002 | 60,892,582 |
No pledging/hedging policy details or director ownership guidelines are disclosed in proxies; an insider trading policy is in place .
Governance Assessment
-
Strengths:
- Independent status and multi-committee service, including chairing the Corporate Governance Committee, position Nelson to influence governance controls and related-party oversight .
- Formal safeguards in the 2025 equity plan (no repricing, clawbacks, dividend deferrals on unvested awards) reduce shareholder-unfriendly practices .
- Attendance threshold met (>75%) in both 2023 and 2024; Audit Committee active with 4 meetings each year .
-
Watch items / RED FLAGS:
- Corporate Governance and Nominating committees did not meet as separate committees in 2023 and 2024 (matters addressed within board), which may limit formalized committee oversight cadence .
- Director RSUs use time-based installment vesting with immediate vesting noted in summaries; lack of disclosed performance conditions reduces at‑risk alignment for director equity .
- Company-related party exposure exists (CEO’s sons employed; President’s prior indirect interest in an acquired entity), elevating governance oversight importance for the committee chaired by Nelson .
- Special meeting proxy highlights reverse split authorization and notes potential dilution/anti‑takeover effects if additional authorized shares are issued; while not director-specific, this is a broader governance context affecting investor confidence .
No director-specific conflicts or interests were disclosed regarding the special meeting proposals; directors reported no such interests in matters to be acted upon .