Jane Hollingsworth
About Jane Hollingsworth
Jane H. Hollingsworth, J.D., age 67, has served as an independent director of CervoMed (CRVO) since September 2020; she holds a B.A. from Gettysburg College and a J.D. from Villanova University . She is the founding Managing Partner of Militia Hill Ventures (since 2013) and previously served as Chair of Diffusion’s board (June 2021–August 2023); she also co-founded and held senior roles at Eliksa Therapeutics, Spirovant Sciences (sold to Sumitomo Dainippon Pharma), Immunome Inc. (NASDAQ: IMNM), NuPathe, and Auxilium Pharmaceuticals . The Board cites her CEO/director experience at a public biopharma and extensive operating leadership as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Militia Hill Ventures | Founding Managing Partner | Since 2013 | Creates/builds/invests in life sciences companies |
| Diffusion (board) | Chair of the Board | Jun 2021–Aug 2023 | Board leadership |
| Immunome Inc. (NASDAQ: IMNM) | Executive Chair & CEO | Not disclosed | Public company leadership |
| NuPathe, Inc. | Co-founder & CEO | Not disclosed | Neuroscience biopharma leadership |
| Auxilium Pharmaceuticals | Co-founder & EVP | Not disclosed | Urology/rare disease operating leadership |
| Spirovant Sciences | Co-founder & Executive Chair | Not disclosed; sold to Sumitomo Dainippon Pharma | Gene therapy company sale |
| Eliksa Therapeutics | Co-founder & Executive Chair | Current (no dates) | Regenerative medicine leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Afimmune Ltd. | Board member | Life sciences | Current board service |
| Ribonova | Board member | Life sciences | Current board service |
| University City Science Center | Board/organization role | Non-profit/innovation | Community involvement |
| Kimmel Center for the Performing Arts | Board/organization role | Non-profit | Community involvement |
| Breastcancer.Org | Board/organization role | Non-profit | Community involvement |
Board Governance
- Independence: The Board determined Jane H. Hollingsworth is an “independent director” under SEC and Nasdaq Capital Market rules .
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Committee meetings (2024): Audit Committee met 4 times; Compensation Committee met 5 times; Nominating & Corporate Governance met 3 times .
- Board meetings & attendance: The Board held 10 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Executive sessions: Independent directors meet in executive session during a portion of regular Board meetings .
- Governance guidelines: Company maintains Corporate Governance Guidelines covering independence, related-person transactions, stock ownership, and director education .
Committee Assignments and 2024 Meeting Counts
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 4 |
| Compensation Committee | Member | 5 |
| Nominating & Corporate Governance | Chair | 3 |
Fixed Compensation
CRVO Non‑Employee Director Retainer Schedule (2024)
| Description | Annual Cash Retainer |
|---|---|
| Board Member | $40,000 |
| Chair of the Board | $25,000 |
| Audit Committee Chair | $15,000 |
| Compensation Committee Chair | $10,000 |
| Nominating & Corporate Governance Chair | $8,000 |
| Audit Committee Member (non‑chair) | $7,500 |
| Compensation Committee Member (non‑chair) | $5,000 |
| Nominating & Corporate Governance Member (non‑chair) | $4,000 |
Jane Hollingsworth – 2024 Director Compensation Summary
| Year | Fees Earned or Paid in Cash | Option Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $60,500 | $72,416 (ASC 718) | $132,916 |
- Retainers were paid in cash in 2024; the Compensation Committee may pay a portion in equity under certain conditions, but did not do so in 2024 .
Performance Compensation
Director Equity Awards – Structure and 2024 Grants
| Element | Terms | 2024 Specifics |
|---|---|---|
| Initial appointment option | 0.176% of shares outstanding on grant date; 36 equal monthly vesting; 10‑year term; strike = FMV on grant date | Not applicable in 2024 for incumbent directors |
| Annual option grant | 0.088% of shares outstanding (or lesser amount); 12 equal monthly vesting; 10‑year term; strike = FMV on grant date | Non‑employee directors received options for 5,750 shares; 3,354 vested as of 12/31/2024 |
| Valuation | ASC 718 grant‑date fair value; Black‑Scholes assumptions in 10‑K Note 12 | Jane’s 2024 option fair value: $72,416 |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; the program consists of cash retainers and stock options only .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Immunome Inc. (NASDAQ: IMNM) | Public | Executive Chair & CEO (prior) | Public company leadership; monitor for any business dealings with CRVO (none disclosed in proxy) |
| Afimmune Ltd. | Private | Board member (current) | Life sciences; no related‑party transactions disclosed |
| Ribonova | Private | Board member (current) | Life sciences; no related‑party transactions disclosed |
Expertise & Qualifications
- Legal and executive background: J.D.; former public company CEO/executive chair; co‑founder/operator in multiple biopharma companies .
- Financial literacy: Audit Committee members, including Hollingsworth, are “financially literate” under Nasdaq rules; Audit Committee chaired by an SEC “audit committee financial expert” (Jeff Poulton) .
- Board qualification: Board cites industry perspective and senior management depth supporting her director role .
Equity Ownership
| Component (as of Record Date: April 24, 2025) | Amount |
|---|---|
| Common shares held directly | 462 |
| Common shares held jointly with spouse | 437 |
| Options exercisable within 60 days | 11,522 |
| Shares outstanding (reference for dilution) | 8,702,719 |
| Hedging policy | Hedging transactions by directors are prohibited under the Insider Trading Policy |
Note: Options exercisable within 60 days are deemed outstanding for beneficial ownership calculations under SEC rules .
Governance Assessment
-
Strengths:
- Independent director with chair role on Nominating & Corporate Governance and memberships on Audit and Compensation, indicating broad governance engagement .
- Board/committee coverage and attendance at ≥75% of meetings in 2024, satisfying governance expectations .
- Equity option grants for directors create alignment; monthly vesting supports ongoing service continuity .
- Prohibition on hedging enhances alignment; clawback language in the 2025 Plan strengthens recourse on misconduct .
- Use of independent compensation consultant (Alpine Rewards) for executive and director pay benchmarks supports process integrity .
-
Potential risks/monitoring items:
- Low absolute share ownership (462 direct; 437 joint) with alignment primarily via options; monitor progression of vested/unvested holdings and any changes over time .
- Extensive external life sciences involvement (Afimmune, Ribonova, Militia Hill Ventures); while no related‑party transactions are disclosed, monitor for future business dealings or investments that could create conflicts .
- Director compensation is not explicitly performance‑based (no metrics such as TSR or EBITDA in director pay), consistent with market practice but limits direct pay‑for‑performance signals .
- Change‑in‑control terms reside in equity plans; while not “liberal” and with no tax gross‑ups, investors should monitor grant sizing/dilution and plan administration discretion .
Supplemental Notes
- Board size and composition: Eight directors as of proxy date, to be reduced to seven after the Annual Meeting; Hollingsworth among nominees .
- Contact/communications: Stockholders can reach directors via the Corporate Secretary; governance documents (charters, code, guidelines) are available on the website .
- Audit oversight: Audit Committee report affirms auditor independence and financial statement inclusion; Hollingsworth is a committee member under this oversight .