Richard Serbin

About Richard Serbin

Independent director of Co-Diagnostics, Inc. (CODX) since May 2017, age 80 as of April 2025, with deep legal, pharmaceutical, and corporate development experience spanning Johnson & Johnson (J&J) subsidiaries and multiple life sciences companies. Education: B.S. and B.Pharmacy (Rutgers), J.D. (Seton Hall Law), and Master’s in Trade Regulations and Law (NYU Law). Tenure on CODX board: ~8 years; serves as Compensation Committee Chair and member of Audit, Governance, and Nominating committees; the board has determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: CODX determined Serbin (and all non-employee directors) are independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments and chair roles:
  • Compensation Committee: Chair (members: Serbin, Murphy, Durenard, Nelson) .
  • Audit Committee: Member (Chair: Durenard; members: Murphy, Nelson, Serbin) .
  • Governance Committee: Member (Chair: Nelson; members: Murphy, Durenard, Serbin) .
  • Nominating Committee: Member (Chair: Murphy; members: Nelson, Durenard, Serbin) .
• Attendance and engagement:
  • Board met 7 times in 2024; all directors attended >75% of board and committee meetings of which they were members .
  • Audit Committee met 4 times in 2024; all members attended >75% .
  • Compensation Committee met 2 times in 2024 .
  • Governance and Nominating did not meet separately in 2024; matters addressed in board meetings .
• Audit Committee report issued and financial expert designation: Audit Committee recommended inclusion of audited financials in 2024 Form 10-K; Durenard designated as “audit committee financial expert” .

Fixed Compensation

Performance Compensation

• Performance metric framework: The equity plan permits performance-based awards, but specific performance metrics for director equity grants are not disclosed; plan prohibits repricing and dividends on unvested awards .
• Note: Proxy footnotes for 2023/2024 director RSUs say “vested immediately upon grant,” while program description lists 1/6 time-based vesting schedules across May/Nov tranches—an administrative clarity gap investors should monitor .

Other Directorships & Interlocks

• Related-party transactions: CODX discloses oversight policy; no specific related-party transactions involving Serbin are disclosed in the proxies reviewed .

Expertise & Qualifications

• Legal/regulatory: Patent Attorney and Chief FDA Counsel roles at Schering-Plough, Revlon, and J&J; deep FDA and IP experience .
• Corporate development: J&J VP Corporate Development; extensive M&A and international subsidiary board experience .
• Industry: Pharma and life sciences operating leadership (Bradley Pharmaceuticals, Optigenex) and advisory work across healthcare .
• Education: Rutgers (B.S.; B. Pharmacy), Seton Hall Law (J.D.), NYU Law (Master’s in Trade Regulations and Law) .

Equity Ownership

• Stock ownership tables in proxies confirm alignment via equity holdings; no pledging disclosures found in reviewed materials .

Say-on-Pay & Shareholder Feedback

Governance Assessment

• Board effectiveness and independence: Serbin is part of an independent majority and chairs Compensation—central to aligning executive pay with performance; committee structures and charters are in place, with regular meetings of Board and Audit and documented oversight activities (positive governance signals) .
• Compensation and alignment: Director pay mix is balanced (cash $100k; equity RSUs), with lower RSU fair value in 2024 versus 2023 ($122,100 vs $198,000), suggesting moderation in equity grants; RSU programs include multi-year vesting schedules and plan-level protections (no repricing/dividends on unvested awards) .
• Engagement/attendance: Board and committee attendance above 75% threshold; Audit met four times; Compensation met twice—adequate cadence, though Governance/Nominating did not meet separately (addressed in board meetings) .
• Conflicts and related-party exposure: Company maintains annual D&O questionnaires and related-party oversight under Governance Committee; no Serbin-related party transactions disclosed; continued monitoring is appropriate given broad external consulting activity .
• Shareholder confidence: Strong say-on-pay approvals and robust director election support for Serbin in 2025 underpin investor confidence in governance and oversight .

RED FLAGS to monitor:

• RSU footnote vs program description inconsistency (immediate vesting vs 1/6th schedules) warrants clarification to avoid misinterpretation of time-based vesting and alignment timelines .
• Governance and Nominating committees not meeting separately (addressed within board meetings) could limit specialized oversight; though mitigated by full independent director composition .

Director Compensation (Detail)

• Program terms: No extra fees for chair roles; no meeting fees; options for outside directors are immediately exercisable with 10-year term .
• Equity plan evolution: 2025 Equity Incentive Plan authorized up to 6,700,000 shares; continues independent committee administration and shareholder-friendly provisions (no repricing, no liberal share recycling, no dividends on unvested awards) .

Potential Conflicts or Related-Party Transactions

• Policy and oversight: Related-party transactions overseen by Governance Committee; annual conflicts disclosures required from directors and executives; conflicts resolved by the board .
• Disclosures: No Serbin-specific related-party transactions disclosed in the reviewed proxies .

Appendix: Board & Committee Composition (for context)