Tanya Urbach
About Tanya D. Urbach
Independent Board Chair of CytoDyn (since Jan 24, 2022) and director (since Nov 24, 2021). Age 58 (as of Sept 15, 2025). Partner/Co‑Head at Eagle Bay Family Office; prior General Counsel at Paulson Investment Company (2015–2019) and shareholder at Markun, Zusman, Freniere & Compton (2019–2020); BA University of Oregon; JD Lewis & Clark Law School; deep securities regulation, corporate finance, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulson Investment Company, LLC (broker‑dealer) | General Counsel | Jul 2015–Jan 2019 | Advised on corporate governance, securities regulatory compliance, and corporate finance; Paulson provides investment banking services to CytoDyn from time to time (potential perceived related‑party exposure) . |
| Markun, Zusman, Freniere & Compton (law firm) | Shareholder | Jan 2019–Oct 2020 | Securities litigation and corporate advice . |
| Sole practitioner | Advisor to broker‑dealers/investment advisers | Nov 2020–Mar 31, 2021 | Regulatory and governance advisory . |
| Oregon State Bar Securities Regulation Section | Executive Committee member | 2007–2015; 2019–2021 | Professional leadership in securities regulation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eagle Bay Family Office | Partner/Co‑Head | Current | Family office and investment advisory services . |
| Dynepic, Inc. | Corporate governance/finance/legal advisor | Current | Advisor to immersive training platform provider (private) . |
Board Governance
- Board leadership: Non‑employee independent Chair (separate from CEO) since Jan 2022 .
- Independence: Board determined all directors (including Urbach) are independent under Nasdaq Rules .
- Attendance: Each director attended at least 75% of Board and committee meetings; Board met 18 times in FY2024 and 12 times in FY2025 .
- Risk oversight: Audit Committee focuses on financial/enterprise risk; Compensation monitors incentive risk; Nom/Gov oversees director selection and executive succession .
- Anti‑hedging: Directors prohibited from hedging company stock (e.g., collars, forward sales) .
Committee Assignments and Roles
| Committee | FY2024 | FY2025 |
|---|---|---|
| Board Chair | Chair | Chair |
| Audit | Member | Member |
| Compensation | Member | Member |
| Nominating & Corporate Governance | Chair | Chair |
Board Meetings & Attendance
| Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 18 | 12 |
| Attendance rate (director threshold) | ≥75% | ≥75% |
| Annual Meeting participation (prior year) | All directors attended (2023 AM) | All directors attended (2024 AM) |
Fixed Compensation
- Non‑employee director cash program (unchanged FY2024 → FY2025): $40,000 annual cash retainer; +$30,000 for Lead Independent Director or independent Board Chair; committee chair retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; committee member retainers: Audit $10,000, Compensation $7,500, Nom/Gov $5,000 .
- Director compensation decisions informed by Aon/Radford as independent consultant .
Urbach – Cash Fees
| Year | Cash Fees ($) |
|---|---|
| FY2024 | $97,500 |
| FY2025 | $97,500 (includes Board Chair fees) |
Performance Compensation
- Annual non‑qualified stock options (time‑vested, not performance‑based); 10‑year term; exercise price equals closing sale price on grant date; vest in equal monthly installments over the fiscal year .
- Compensation Committee policy refrains from recommending/approving bonuses to non‑employee directors based on Company performance .
Director Option Award Metrics (Urbach)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Grant type | Non‑qualified stock option | Non‑qualified stock option |
| Shares granted | Not disclosed | 800,000 |
| Grant date fair value ($) | $136,800 | $91,200 |
| Vesting | Equal monthly through FY2024 | 12 equal monthly installments in FY2025 |
| Term | 10 years | 10 years |
| Exercise price | Closing sale price on grant date | Closing sale price on grant date |
Outstanding Director Option Holdings (Urbach)
| As of | Shares underlying outstanding options |
|---|---|
| May 31, 2024 | 1,159,611 |
| May 31, 2025 | 1,959,611 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Urbach .
- Notable network ties: Prior General Counsel at Paulson Investment Company, which “provides investment banking services to the Company from time to time” (perceived interlock potential) .
- Compensation Committee independence affirmation: Board reviewed sources of compensation and affiliations of committee members (including Urbach) and determined no impairing relationships .
Expertise & Qualifications
- Securities offerings, securities litigation, corporate finance/business growth, and corporate governance expertise brought to the Board .
- Education: BA (University of Oregon); JD (Lewis & Clark Law School) .
- Professional leadership: Oregon State Bar Securities Regulation Section Executive Committee service .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Tanya Durkee Urbach | 1,321,724 | <1% | Footnote indicates inclusion of 5,422,652 shares subject to stock options and 434,782 shares subject to warrants in her reported interests . |
- Anti‑hedging policy applies to directors; pledging not explicitly addressed in disclosed policy .
Governance Assessment
- Board effectiveness: Urbach’s dual role as independent Chair and Nom/Gov Chair centralizes agenda control and board composition/succession oversight while maintaining separation from management; committee balance reflects active risk, compensation, and governance oversight .
- Independence and engagement: Affirmed independent under Nasdaq Rules; attendance ≥75% with high meeting cadence (18 in FY2024; 12 in FY2025), indicating engagement .
- Compensation alignment: Director pay mixes modest cash retainers with significant option grants; FY2025 reduced option fair value versus FY2024 ($91,200 vs $136,800), and time‑based vesting without performance metrics—common for directors but can raise dilution sensitivity in pre‑revenue biotech contexts .
- Potential conflicts: Prior senior role at Paulson Investment Company, which “from time to time” provides investment banking services to CytoDyn; Board continues to deem her independent; Compensation Committee independence explicitly reviewed and affirmed .
- RED FLAGS: Use of sizeable, annual time‑vested options for directors (10‑year term) may be viewed as aggressive versus RSUs in governance best practices; perceived interlock due to Paulson background warrants monitoring of any transactions; however, no related‑party transactions involving Urbach are disclosed, and director hedging is prohibited .
- Shareholder oversight signals: Regular advisory votes (auditor ratification and say‑on‑pay); independent compensation consultant retained; committee charters and codes published, and related‑party transactions pre‑approved by Audit Committee .
Overall: Strong governance footprint as independent Chair with clear committee leadership and independence controls; compensation structure relies on option grants (reduced in FY2025) with no performance linkage; monitoring advisable for any future Paulson‑related dealings and the scale of director equity awards .