David Natan

About David Natan

David Natan (age 72) is an independent director of FiEE, Inc., serving at various times since November 2023; he was a director from November 2023 to February 2025 and was re‑appointed on April 29, 2025. He is a seasoned finance executive and audit committee leader who qualifies as the Board’s “financial expert” under Item 407(d)(5)(ii) of Regulation S‑K, with a B.A. in Economics from Boston University. His recent tenure includes chairing FiEE’s Audit Committee and serving on all three standing committees; he attended at least 75% of Board and relevant committee meetings in 2024 (Board held 35 meetings).

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined David Natan is independent under Nasdaq Rule 5605(a)(2) and SEC rules.
• Committees: Audit Committee (Chair), Nominating & Corporate Governance (member), Compensation (member). Audit held 8 meetings in 2024; Nominating & Governance and Compensation held no meetings in 2024.
• Attendance: In 2024, each director attended at least 75% of Board and committee meetings while a member, except Jeremy Hitchcock (resigned Aug 2024). Board held 35 meetings.
• Leadership: Independent director Hu Bin serves as Chairman; CEO and Chair roles are separated. No designated Lead Independent Director.
• Risk oversight: Audit oversees internal controls, related-party reviews, compliance; NCG oversees governance; Compensation oversees incentive risk.

Fixed Compensation

Performance Compensation

Note: FiEE’s 2025 Equity Incentive Plan authorizes performance awards but does not specify director-specific performance metrics in the proxy. The 2024 director pay used equity grants in lieu of cash.

Other Directorships & Interlocks

• Current public company board: Sunshine Biopharma (Audit Chair). No disclosed transactional interlocks between Sunshine Biopharma and FiEE.
• Prior public company boards span pharma, diagnostics, and energy; potential information flow benefits but no FiEE‑specific related‑party transactions disclosed for Natan.

Expertise & Qualifications

• Designation: “Financial expert” for Audit Committee; financially literate under Nasdaq rules.
• Core skills: Public company CFO, SEC reporting, internal controls, audit oversight, capital markets, consulting CFO services.
• Education: B.A., Economics, Boston University.

Equity Ownership

Pledging/Hedging: Insider trading policy prohibits short sales; Company does not currently have a hedging policy. No pledging disclosure for Natan.

Governance Assessment

• Positives

  • Independent director; Audit Chair; formally designated financial expert enhances board oversight of reporting, controls, and related‑party review.
  • Strong attendance expectations met in 2024; Board active with 35 meetings, Audit held 8 meetings.
  • Clear equity plan governance: clawback, no single‑trigger CoC vesting, no repricing, minimum one‑year vesting—supports shareholder‑aligned practices.
  • Meaningful skin‑in‑the‑game: 2.4% beneficial ownership aligns incentives (notional given small float).

• Watch items / RED FLAGS

  • Committee cadence: Nominating & Governance and Compensation committees held zero meetings in 2024—potential effectiveness risk; monitor 2025 activity.
  • Hedging policy gap: Company explicitly notes it does not currently have a hedging policy—alignment risk if directors hedge exposures; best practice typically prohibits hedging.
  • Section 16(a) compliance: Natan was late filing one Form 4 and one Form 3 due to administrative error—procedural weakness; monitor future timeliness.
  • Board‑level related parties: CFO (Cao Yu) is niece of director Hu Bin; no Natan family ties disclosed, but broader board RPT dynamics warrant continued Audit oversight.

• Shareholder votes (context)

  • 2025 Annual Meeting: Natan elected with 4,092,601 “For,” 1,478 “Withheld,” 606,151 broker non‑votes; Equity Plan approved; say‑on‑pay supported.

Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)

Employment & Contracts (Director Agreements)

• Engagement term: Effective April 29, 2025; terminates upon the earlier of one‑year anniversary, cessation from Board, permanent disability, 30‑day notice termination, or death.
• Compensation: $12,500 quarterly cash fee (pro‑rated for partial quarter).
• Equity contingency: Issuance of 100,000 Common Shares if terminated without cause or if service continues for one year from effective date.
• Other terms: Confidentiality and non‑solicitation; reimbursable pre‑authorized travel; not eligible for employee benefit programs.

Related‑Party Transactions (Natan)

• None disclosed involving David Natan; Audit Committee reviews and approves RPTs per charter. Broader company RPTs primarily involve former executive/director David Lazar; oversight documented via Board/Audit processes.

Director Compensation Structure Analysis

• 2024 shift to equity: One‑time restricted stock grants to directors in lieu of cash raised burn rate; aligns with cash preservation and equity alignment during transformation.
• 2025 structure: Standard quarterly cash retainer with tenure‑based equity contingency (100,000 shares)—not performance‑metric tied; watch for transition to RSUs/PSUs under 2025 Plan for stronger pay‑for‑performance linkage.

Other Directorships & Interlocks

Equity Ownership

Governance Implications

• Board effectiveness: Natan’s audit leadership and “financial expert” status bolster financial oversight and related‑party scrutiny amid FiEE’s capital structure changes and relisting activities.
• Alignment: Ownership stake and equity‑linked compensation indicate alignment; absence of hedging policy and limited committee meetings in 2024 are governance gaps to address.
• Shareholder confidence: Strong support for director elections and equity plan suggests investor backing, but continued monitoring of Section 16 compliance and committee cadence is prudent.