Jennifer Hajj
About Jennifer Hajj
Independent Class II director since March 2021 (following the business combination), age 41, with a background in public health, Medicaid policy, and digital health. Head of Partnerships at Galileo Inc. since March 2019; previously a senior expert at Sachs Policy Group (SPG) from May 2006 to February 2019, leading the firm’s innovation practice. Education: BA in Public Health Studies (Johns Hopkins), MPH (Columbia Mailman), MBA (Columbia Business School). Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galileo Inc. | Head of Partnerships | Mar 2019 – present | Leads partnerships for a healthtech startup focused on enabling doctor-patient relationships. |
| Sachs Policy Group (SPG) | Senior Expert (Medicaid, government programs); Led Innovation Practice | May 2006 – Feb 2019 | Specialized in Medicaid, managed care, value-based payments; led expansion to digital health; advised and mentored health startups. |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Galileo Inc. | Head of Partnerships | Private company (healthtech) | Role since Mar 2019. |
| Multiple health startups | Advisor/mentor | Private companies | Advisory support; names not disclosed. |
Board Governance
- Independence: Board affirmed Hajj as an independent director under Nasdaq rules (also independent in 2023 and 2024 determinations).
- Committee membership: Member of the Nominating & Corporate Governance Committee; not on Audit or Compensation.
- Committee chair roles: No chair role; Nominating Committee chaired by Varadhan in 2024–2025; Kassam‑Adams chaired in 2023.
- Attendance/engagement: Board met seven times in FY2024; each director attended at least 75% of Board and committee meetings. Nominating Committee did not meet in FY2024; met once in FY2023.
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit | Not a member | Not a member | Not a member |
| Compensation | Not a member | Not a member | Not a member |
| Nominating & Corporate Governance | Member (Chair: Kassam‑Adams) | Member (Chair: Varadhan) | Member (Chair: Varadhan) |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | $0 (equity-only program) | $0 (equity-only program) | $0 (equity-only program) |
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards (Grant-Date Fair Value $) | $94,462 | $33,416 | $34,455 |
| Options Granted (#) | 15,000 | 15,000 | 15,000 |
| Exercise Price ($) | $6.81 | $3.14 | $3.14 |
Notes: Directors historically receive only equity compensation; no meeting fees or cash retainers disclosed.
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Related Party |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; no interlocks identified. |
Expertise & Qualifications
- Public health and Medicaid expertise, including managed care and value-based payments.
- Digital health/innovation leadership; partnerships and product/market development for healthtech startups.
- Strategic planning, regulatory environments, reimbursement design, and business development in healthcare.
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 18,750 | 31,250 | 47,500 |
| Ownership % of Outstanding | <1% (asterisk in proxy) | <1% (asterisk in proxy) | <1% (asterisk in proxy) |
| Directly Owned (Hajj) | 2,500 | 3,750 | 5,000 |
| Spouse-Owned | 5,000 | 5,000 | 5,000 |
| Options Exercisable ≤60 Days | 11,250 | 22,500 | 37,500 |
| Shares Pledged/Hedging | Company policy prohibits pledging, short sales, options, hedging, and margin accounts. |
Insider Trades (Section 16 compliance)
| Year | Delinquent Filing? | Detail |
|---|---|---|
| 2022 | Yes | Company-reported late Form 4 for annual director option grant (includes Ms. Hajj). |
| 2023 | No | Company states all Section 16 filings timely for 2023. |
| 2024 | No | One delinquent Form 4 reported for CFO Vesey; none indicated for Hajj. |
Governance Assessment
- Independence and compliance: Hajj is an independent director under Nasdaq rules; Section 16 compliance improved with no delinquencies noted for Hajj in 2023–2024 after a late director grant filing in 2022.
- Engagement signal: Board attendance threshold met (≥75% for all directors) in FY2024; however, the Nominating Committee (where Hajj serves) did not meet in FY2024, which may indicate limited formal committee activity that year.
- Alignment: Director pay is equity-only via annual options (15,000 per year), with grant-date values of ~$33–34k in 2023–2024 and ~$94k in 2022; Hajj’s beneficial ownership rose from 18,750 (2023) to 47,500 (2025), supporting some alignment but still <1% of outstanding shares. Anti-hedging/pledging policy reinforces alignment.
- Conflicts/related parties: No related party transactions involving Hajj disclosed; notable related-party items involve other directors/executives (e.g., Veritas Data license, Dublin consulting), but none implicate Hajj.
- Dilution/watch item: Company seeks to add 4,000,000 shares to the 2020 Equity Incentive Plan (total to 10,400,000), increasing capacity for director/executive equity awards; monitor potential dilution and compensation design.
RED FLAGS
- Late Section 16 Form 4 for director option grant in 2022 (company-reported; subsequently improved).
- Nominating Committee did not meet in FY2024 (low formal governance activity for the committee).
Positive Signals
- Independence affirmed; equity-only director pay and rising personal holdings suggest alignment; strong anti-hedging/pledging policy.