Lishomwa Ndhlovu
About Lishomwa C. Ndhlovu
Dr. Lishomwa C. Ndhlovu, age 55, is an independent director of CytoDyn, serving since November 24, 2021. He is Professor of Immunology in Medicine and Neuroscience at Weill Cornell Medicine, the Herbert J. and Ann L. Siegel Endowed Distinguished Professor, with prior faculty roles at the University of Hawaii and UCSF (2010–2019). He holds an M.D. from the University of Zambia and a Ph.D. from Tohoku University; he is an elected Fellow of the American Academy of Microbiology, a member of the American Association of Physicians, Chair of the amfAR Research Council, and Chair of the Advisory Board of Ledidi AS. His NIH leadership and awards include co-leading the $26.5M HOPE Collaboratory, the $11M SCORCH consortium, and an $8M NIH MERIT award, bringing deep expertise in translational immunology relevant to CYDY’s HIV focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CytoDyn (Scientific Advisory Board) | Member; received SAB options | Prior to board service (grants expire 2030 and 2032) | SAB compensation: 50,000 options @ $3.36 (exp. 8/31/2030) and 50,000 options @ $0.50 (exp. 9/6/2032); considered in independence review |
| University of Hawaii; UCSF | Faculty | 2010–2019 | Translational immunology, HIV pathogenesis and persistence; CNS aspects of HIV |
External Roles
| Organization / Program | Role | Dates | Notes / Impact |
|---|---|---|---|
| Weill Cornell Medicine | Professor of Immunology in Medicine and Neuroscience; Herbert J. and Ann L. Siegel Endowed Distinguished Professor | 2019–present | CNS aspects of HIV; engineered immunotherapy expertise |
| NIH Martin Delaney Collaboratory “HOPE” | Co-leader | Current | $26.5M program testing novel approaches toward HIV cure |
| NIH “SCORCH” consortium | Co-leader | Current | $11M program on substance effects modifying HIV in the brain |
| NIH MERIT Award | Awardee | Current | $8M to study stem cell transplantation mechanisms toward HIV cure |
| amfAR (The Foundation for AIDS Research) | Chair, Research Council | Current | Governance and scientific leadership in HIV research |
| Ledidi AS | Chair, Advisory Board | Current | Advisory leadership (private company) |
| American Academy of Microbiology | Fellow | Current | Peer-elected recognition |
| American Association of Physicians | Member | Current | Professional standing |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Ndhlovu is independent under Nasdaq Rules; SAB options were considered but did not impair independence |
| Committees | Nominating & Corporate Governance Committee: Member (M); not on Audit or Compensation |
| Committee Activity | Nominating & Corporate Governance met 3 times in FY2025; current members are Urbach (Chair), Ndhlovu, Dunlap—all independent |
| Board Meetings & Attendance | FY2025: 12 board meetings; each director attended ≥75% of Board and committee meetings; FY2024: 18 board meetings with ≥75% attendance |
| Board Leadership | Independent Board Chair (Tanya D. Urbach); separation of Chair and Principal Executive Officer roles |
| Anti-Hedging Policy | Directors and employees are prohibited from hedging transactions (e.g., zero-cost collars, forward sale contracts) |
Fixed Compensation
| Component ($USD) | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer | $40,000 | $40,000 |
| Committee member retainer (Nom/Gov) | $5,000 | $5,000 |
| Total cash fees (reported) | $45,000 | $45,000 |
Notes:
- Committee member rates per program: Audit $10,000; Compensation $7,500; Nominating/Gov $5,000 .
Performance Compensation
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual option grant | Non-qualified stock option; 10-year term; vests in equal monthly installments through fiscal year; grant-date fair value $136,800 (shares not disclosed) | Non-qualified stock option to purchase 800,000 shares; exercise price = closing sale price on grant date; 10-year term; vests in 12 equal monthly installments during fiscal 2025; grant-date fair value $91,200 |
| Options outstanding (as of fiscal year-end) | 1,259,611 shares underlying stock option awards (as of May 31, 2024) | 2,059,611 shares underlying stock option awards (as of May 31, 2025) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ndhlovu in the proxy; principal occupation is Cornell professor |
| Committee roles at other public companies | None disclosed |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; external roles are academic and non-profit/private entities |
Expertise & Qualifications
- Distinguished academic and translational immunology leader (endowed professor; HIV cure consortia leadership), providing domain expertise aligned with CYDY’s HIV program .
- Recognized scientific leadership and governance roles (amfAR Research Council Chair; Ledidi advisory chair; NIH programs), supporting board effectiveness on R&D oversight and scientific risk evaluation .
- Prior SAB experience at CYDY gives product-specific familiarity; independence affirmed despite SAB options .
Equity Ownership
| Metric | As of Sept 15, 2024 | As of May 31, 2024 | As of Sept 15, 2025 | As of May 31, 2025 |
|---|---|---|---|---|
| Beneficial ownership (shares) | 1,259,611 (includes options) | 1,259,611 options outstanding | 2,059,611 (represents options) | 2,059,611 options outstanding |
| Percent of shares outstanding | <1% (out of 1,219,841,932 shares) | N/A | <1% (out of 1,257,158,425 shares) | N/A |
| Vested vs. unvested | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Pledged as collateral | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Hedging | Company prohibits hedging by directors | — | Company prohibits hedging by directors | — |
Governance Assessment
- Alignment and independence: Independent under Nasdaq rules; prior SAB options were considered and deemed non-impairing—positive for investor confidence .
- Engagement: Member of the Nominating & Corporate Governance Committee; committee met 3 times in FY2025; Board attendance ≥75% across FY2024–FY2025; indicates baseline engagement though the proxy does not disclose exact individual attendance percentages .
- Incentives structure: Director pay mix is heavily option-based, with time-based monthly vesting and no explicit performance metrics—this aligns director incentives with stock price but lacks performance-conditioned equity typical of best-practice pay-for-performance frameworks .
- Year-over-year compensation changes: Cash fees flat at $45,000; option grant fair value decreased from $136,800 (FY2024) to $91,200 (FY2025), while FY2025 shares were specified at 800,000—suggests lower Black-Scholes value year-over-year; could indicate lower volatility or stock price inputs rather than policy shift .
- Ownership alignment: Beneficial ownership consists of options (<1% of shares outstanding); absence of disclosed direct share ownership, pledging, or ownership guidelines limits insight into long-term alignment; anti-hedging policy is a positive .
- Conflicts and related parties: No related-person transactions disclosed for Ndhlovu; SAB options not material under Item 404 and evaluated in independence determinations—low conflict risk on disclosed items .
- RED FLAGS: Heavy reliance on time-based options without performance metrics; lack of disclosed director stock ownership guidelines and pledging policy; board only reports ≥75% attendance thresholds rather than exact individual attendance—reduces granularity for assessing engagement quality .
Overall signal: Scientific depth and independence are positives for R&D governance; incentive alignment relies on option exposure rather than performance-conditioned equity. Monitoring future disclosures for ownership guidelines, pledging restrictions, and more granular attendance data would strengthen assessment .