Kristiina Vuori
About Kristiina Vuori
Kristiina Vuori, M.D., Ph.D., is an independent Class I director of Forian Inc., serving since March 2021; she is 57 years old and is a physician‑scientist with deep leadership experience in biomedical research and drug discovery . She is President & CEO and a director of Sanford Laboratories for Innovative Medicines (Sanford Labs) since January 2023 and has been a Professor (and Pauline and Stanley Foster Distinguished Chair since 2010) at the Sanford Burnham Prebys Medical Discovery Institute’s NCI-designated Cancer Center; she holds M.D. and Ph.D. degrees from the University of Oulu, Finland . Forian’s Board has determined she is independent under Nasdaq rules and that she serves on the Audit Committee as an “audit committee financial expert” with requisite financial sophistication .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanford Burnham Prebys Medical Discovery Institute (SBP) | President (2010–Jun 2022), Interim CEO (2013–2014; 2017–2020), EVP Scientific Affairs (2008–2010), Cancer Center Director (2005–2013), Deputy Director (2003–2005); Professor (since 1995); Distinguished Chair (since 2010) | 1995–present (various roles) | Led major research programs; extensive executive oversight of non-profit research enterprise |
| WebMD, Inc. | Director | 2014–2017 | Board member until sale to KKR in 2017 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sanford Laboratories for Innovative Medicines (Sanford Labs) | President & CEO; Director | Since Jan 2023 | Independent, not-for-profit biomedical research institution |
| American Association for Cancer Research | Director (current or prior) | Not disclosed | Scientific/professional society board service |
| California Institute for Regenerative Medicine | Director (current or prior) | Not disclosed | State stem cell agency board service |
| California Breast Cancer Research Program | Director (current or prior) | Not disclosed | Board service |
| Sanford Consortium for Regenerative Medicine | Director (current or prior) | Not disclosed | Board service |
| Bionano Genomics, Inc. | Director (current or prior) | Not disclosed | Public company experience cited |
| Inhibrx, Inc. | Director (current or prior) | Not disclosed | Public company experience cited |
| Sio Gene Therapies, Inc. | Director (current or prior) | Not disclosed | Public company experience cited |
Board Governance
- Classification, term, and election: Class I director since March 2021; re-elected at the June 11, 2025 Annual Meeting for a term expiring at the 2028 Annual Meeting .
- Committee assignments: Audit Committee member; Audit Chair is Ian G. Banwell. The Board designated Dr. Vuori as an “audit committee financial expert” and financially sophisticated; all three audit members are independent under SEC/Nasdaq rules .
- Independence and attendance: The Board determined Dr. Vuori is independent per Nasdaq rules; in 2024 the Board met seven times and each director attended at least 75% of Board and applicable committee meetings .
- 2025 election support: Votes for 18,790,390; withheld 433,420; broker non-votes 4,518,707 (≈97.7% support among votes cast) .
- Risk oversight context: Audit Committee met four times in 2024; the company remediated one IT general controls material weakness from 2023 but identified additional material weaknesses in 2024 relating to payables controls and ASC 606 revenue accounting that led to restatements of 2023 and certain 2023 quarters, underscoring a heightened audit oversight environment for the committee .
Fixed Compensation (Director)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual retainer (cash) | $0 | $0 | $0 |
| Committee/meeting fees | $0 | $0 | $0 |
| Option awards (grant date fair value) | $94,462 | $33,416 | $34,455 |
| Option grant size (shares) | 15,000 | 15,000 | 15,000 |
| Exercise price | $6.81 | $3.14 | $3.14 |
| Total director compensation | $94,462 | $33,416 | $34,455 |
Notes: Forian states non-employee directors receive equity compensation only; no cash retainers or meeting fees were paid in these periods .
Performance Compensation (Director)
| Performance metric(s) tied to director pay | Status |
|---|---|
| Financial/operational/TSR/ESG metrics | None disclosed for non-employee directors; compensation consists of time-based stock options (grant-date fair value as shown above) |
Other Directorships & Interlocks
- Related-party and interlocks: Proxy discloses related-party items involving other insiders (e.g., license with Veritas Data Research, Inc., where another director has an interest; prior consulting fees to a vendor connected to an executive), but no related-party transactions were disclosed involving Dr. Vuori .
- Compensation committee interlocks: None reported; no Forian executive served on another company’s comp committee where a Forian executive sat on Forian’s comp committee in 2024 .
Expertise & Qualifications
- Physician‑scientist; leadership of major research organizations (SBP; Sanford Labs) and experience educating research scientists .
- Early-stage biotech/medical company involvement; prior public company directorships (e.g., WebMD; also “currently serves or has served” on Bionano Genomics, Inhibrx, Sio Gene Therapies) .
- Audit Committee financial expert designation and financial sophistication by Forian’s Board .
- Education: M.D. and Ph.D., University of Oulu, Finland .
Equity Ownership
| Holder | Shares owned (direct/indirect) | Options exercisable within 60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Kristiina Vuori, M.D., Ph.D. | 28,757 | 37,500 | 66,257 | <1% (footnote “*”) |
- Anti-hedging/pledging: Insider trading policy prohibits short sales, options, hedging transactions, margin accounts, and pledges by directors and employees, mitigating alignment risks from hedging/pledging .
- Clawback: Incentive compensation recoupment policy effective Oct 2, 2023 enables recovery of erroneously awarded incentive-based pay in the event of an accounting restatement .
Governance Assessment
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Strengths
- Independent director with substantial life sciences leadership, and designated audit committee financial expert—a good fit for Forian’s Audit Committee during a period of control remediation and revenue recognition complexity .
- Strong shareholder support in 2025 re-election (≈97.7% of votes cast), signaling investor confidence in governance and board composition .
- Alignment mechanisms: director pay is entirely equity-based; anti-hedging/pledging and a formal clawback policy strengthen alignment and accountability frameworks .
-
Watch items / RED FLAGS
- Company-level material weaknesses and restatement (2023 year and multiple 2023 quarters) identified and disclosed in 2025 suggest heightened audit oversight needs; as an Audit Committee member, continued focus on ICFR and revenue recognition controls is critical to investor confidence .
- Director stock ownership guidelines and compliance status were not disclosed; beneficial ownership for Dr. Vuori is <1% of shares outstanding, which is typical for small-cap boards but may be monitored for alignment over time .
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Director compensation structure analysis
- All-equity compensation for non-employee directors has trended lower from 2022 ($94,462) to 2023 ($33,416) and was stable into 2024 ($34,455), indicating no escalation in director pay despite increased equity plan share requests in 2025 -.
Appendices
2025 Director Election Result – Kristiina Vuori
| For | Withheld | Broker Non-Vote |
|---|---|---|
| 18,790,390 | 433,420 | 4,518,707 |