Edward Uzialko, Jr.
About Edward Uzialko, Jr.
Independent director at Femasys Inc. (FEMY), age 74, serving since August 2005; lead investor during the company’s formative years. Background in financial technology and merchant payments: founder and CEO of Lynk Systems, Inc. (1991–2004; acquired by RBS), owner/CEO of Mainstream Merchant Services, with prior roles at First Financial Management Corporation and Intercept. Education: attended Florida Institute of Technology (1969–1973), pursuing computer science. Board-determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lynk Systems, Inc. | Founder & Chief Executive Officer | 1991–2004 (acquired by Royal Bank of Scotland in 2004) | Built merchant payment and ATM processing services platform; exit to RBS. |
| Mainstream Merchant Services | Owner & Chief Executive Officer | 2007–acquired (date not specified) | Operated merchant processing business; led until acquisition. |
| First Financial Management Corporation | Various positions | Not disclosed | Financial services operating experience. |
| Intercept | Various positions | Not disclosed | Financial technology operating experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Uzialko. |
Board Governance
- Independence: Board determined Mr. Uzialko is independent under Nasdaq and Rule 10A-3.
- Committees: Audit Committee member; Compensation Committee member. Chairs: Audit—Charles Larsen; Compensation—Charles Larsen. Nominating & Corporate Governance Committee includes Milnes (Chair), Larsen, Silverman.
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; Board met 5 times; Audit met 5; Compensation met 3; Nominating & Governance met 2.
- Board leadership: Independent Chair (Charles Larsen). The board oversees risk across committees (financial reporting, comp risk, independence/conflicts).
- Anti-hedging: Company states it does not have a standalone anti-hedging policy (insider trading policy applies).
Fixed Compensation
- Structure (non-employee directors): Annual board retainer $40,000; additional $35,000 for non-executive chair. Audit committee: $10,000 member, $20,000 chair (member fee increased from $9,000 effective Jan 1, 2025). Compensation committee: $7,500 member, $15,000 chair (member fee increased from $5,000 effective Jan 1, 2025). Nominating & Governance committee: $5,000 member, $10,000 chair. Directors may elect equity in lieu of cash.
- 2024 actuals (Mr. Uzialko): Cash fees $53,217; option award grant-date fair value $16,693; total $69,910.
| Component | FY2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $53,217 |
| Option Awards (grant-date fair value) | $16,693 |
| Total | $69,910 |
Performance Compensation
- Annual director equity: Option to purchase 17,600 shares granted at the annual meeting, exercise price = closing price on grant date; vests after one year of continued service; accelerates on change in control under certain circumstances if awards are not assumed.
- New director equity: Option to purchase 35,200 shares upon appointment; vests in three equal annual installments; change-in-control provisions as above.
- Performance metrics: Non-employee director option grants are service-vested; no specific performance goals disclosed for director equity. The 2021 Plan permits performance-based awards (PSUs/Performance Stock) using metrics such as TSR, EBITDA, net income, revenue, clinical/regulatory milestones, etc., but this is not applied to standard director option grants.
| Equity Element | Grant Vehicle | Grant Size | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual grant | Stock options | 17,600 shares | Closing price on annual meeting date | 1-year cliff | None (service-based) |
| New director grant | Stock options | 35,200 shares | Closing price on appointment date | 3 equal annual tranches | None (service-based) |
| Change-in-control | Applies to director awards | N/A | N/A | May accelerate/settle if not assumed; detailed CIC terms in 2021 Plan | N/A |
Other Directorships & Interlocks
- Major shareholder representation on board: Joshua Silverman (director) serves as interim CEO/Chairman/Director of PharmaCyte Biotech (since 2022); PharmaCyte is a 19.99% beneficial owner of Femasys via convertible securities/warrants subject to ownership caps. This is a board environment consideration, not a disclosed interlock for Mr. Uzialko personally.
- No shared directorships or related party transactions disclosed for Mr. Uzialko.
Expertise & Qualifications
- Fintech/payments operating leader with CEO experience and company-builder track record; perspective valuable to commercialization/operations oversight despite Femasys’s medtech focus.
- Education: Florida Institute of Technology (computer science, attended 1969–1973).
- Independent director and member of Audit and Compensation Committees; board affirms financial literacy.
Equity Ownership
- Beneficial ownership: 1,234,406 shares (4.53% of outstanding, based on 27,239,885 shares as of April 8, 2025). Breakdown: 1,187,231 shares owned directly; 30,175 shares owned by spouse; 17,000 options exercisable within 60 days (all vested). No pledging disclosed.
| Ownership Detail | Shares (#) | % of Outstanding |
|---|---|---|
| Direct ownership | 1,187,231 | 4.36% (derived from total; % basis per total below) |
| Spousal ownership | 30,175 | 0.11% (derived) |
| Options exercisable within 60 days | 17,000 | 0.06% (derived) |
| Total beneficial ownership | 1,234,406 | 4.53% |
Notes: No disclosure of pledged shares or hedging by Mr. Uzialko; company does not maintain a standalone anti-hedging policy.
Governance Assessment
- Alignment: Material personal stake (4.53%) aligns interests with shareholders; option-based director pay further ties value to stock performance.
- Independence & effectiveness: Independent; active on Audit and Compensation Committees; board and committees met regularly in 2024 with ≥75% attendance by all directors; independent chair enhances oversight.
- Compensation structure: Director pay is modest and primarily retainer plus standardized option grants with service vesting—not performance-based—consistent with small-cap norms; no meeting fees; clear committee fee schedule (increases effective 2025 for Audit/Comp members).
- Conflicts/related parties: No related-party transactions disclosed for Mr. Uzialko; board has a policy for reviewing related person transactions.
- RED FLAGS:
- Absence of a standalone anti-hedging policy may permit hedging that undermines alignment, though an insider trading policy applies.
- Significant outside shareholder (PharmaCyte Biotech, 19.99%) with a representative on the board (Joshua Silverman’s PharmaCyte role) may concentrate influence; monitor for potential conflicts in strategic decisions and equity plan amendments.
- Overall signal: Tenured independent director with fintech operating expertise and substantial share ownership; committee participation and attendance support board effectiveness, with primary governance watchpoints around hedging policy gaps and large-holder influence dynamics.