Jonathan Hurd

About Jonathan Hurd

Jonathan S. Hurd is an independent director of Intelligent Bio Solutions Inc. (INBS), serving on the Board since April 2018; he is currently 55 years old and chairs the Compensation Committee, with prior service as Chairman of the Board from August 2018 to November 2019 . His core credentials include Certified Anti-Money Laundering Specialist (CAMS) and extensive FINRA/SEC regulatory expertise, with multiple FINRA licenses (Series 7, 14, 24, 27, 53, 57, 63, 66, 79, 99) and a NYS Life and Health Insurance license; he is Founder/CEO of Asgard Regulatory Group (since 2008), a former FINRA Supervisor of Examiners, and a Senior Adjunct Professor at Dowling College (2005–2011) .

Past Roles

External Roles

No other current public company directorships or specified interlocks are disclosed for Mr. Hurd in INBS filings .

Board Governance

• Independence: The Board determined all current directors and nominees, including Hurd, are independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments FY2025: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) .
• Attendance and engagement: FY2025 Board met 7 times (2 written consents); each incumbent director attended ≥75% of Board and committee meetings; Audit held 4 meetings (1 consent), Compensation 1 meeting (3 consents), Nominating 1 meeting (1 consent) .
• Audit Committee audit report endorsement (FY2025): Audit Committee (Fraser—Chair; Boyages; Hurd) recommended inclusion of audited FY2025 financials in the 10-K after independence discussions with UHY LLP .
• Historical appointment: Hurd was appointed to the Audit Committee on June 9, 2023, following a director resignation .

Fixed Compensation

• INBS cash-based director compensation was increased effective April 1, 2024, and refined further effective April 1, 2025, with board retainer plus chair/member committee fees; no stock awards are shown for non-employee directors in FY2024 or FY2025 .
• Hurd’s fees increased year-over-year, reflecting role-based fees (e.g., Compensation Committee Chair) under the updated schedules .

Non-Employee Director Compensation Arrangements:

• After April 1, 2024: $40,000 board retainer; additional chair/member fees: Chairman +$20,000; Audit/Nominating Chair +$15,000; Compensation Chair +$5,000; committee members +$5,000 (unless chair) .
• After April 1, 2025: $40,000 board retainer; choose highest of (a) chair schedule: Chairman $25,000; Audit Chair $17,500; Compensation Chair $15,000; Nominating Chair $15,000; or (b) member schedule: Audit $7,500; Compensation $12,500; Nominating $7,500 .

Performance Compensation

• No performance-based cash bonuses, equity awards (RSUs/PSUs), stock options, or explicit performance metrics tied to non-employee director compensation are disclosed for FY2024–FY2025 .

Proxy statements include a Recoupment Policy section; details are not specified in the cited excerpts .

Other Directorships & Interlocks

Expertise & Qualifications

• Regulatory and compliance expertise: Broker-dealer and investment adviser regulation; FINRA/SEC rules; prior FINRA Supervisor of Examiners; enforcement experience with DOJ/FBI .
• Certifications and licenses: CAMS; FINRA Series 7, 14, 24, 27, 53, 57, 63, 66, 79, 99; NYS Life & Health Insurance license .
• Academic contribution: Senior Adjunct Professor (Dowling College) instructing MBA students on derivatives, FX, hedging, risk management (2005–2011) .
• Leadership: Founder & CEO of Asgard (2008–present) .

Equity Ownership

• Beneficial ownership (as of September 11, 2025): Hurd beneficially owns 63 shares (<1%) of INBS common stock; no options/warrants disclosed for Hurd .
• Hedging/pledging: Company insider trading policy prohibits hedging transactions without prior approval; Section 16(a) compliance was met for FY2025 .

Governance Assessment

• Strengths:

  • Independent director with deep regulatory/compliance expertise; chairs Compensation Committee and serves on Audit and Nominating Committees, supporting robust oversight of executive pay and financial reporting .
  • Audit Committee involvement in auditor independence and financial statement oversight; formal related-party transaction review/approval procedures; director recusal from approval where related .
  • Attendance and engagement: Board and committees met regularly; each incumbent director attended ≥75% of applicable meetings in FY2025; all directors attended the last annual meeting .

• Alignment considerations:

  • Equity “skin in the game” appears limited (63 shares, <1%); annual compensation is cash-only with no disclosed equity grants to directors in FY2024–FY2025, which may reduce long-term alignment incentives versus equity-linked structures .

• Historical governance continuity:

  • Hurd’s leadership continuity (prior Chairman Aug 2018–Nov 2019) and continued committee roles suggest sustained involvement in compensation governance and risk oversight .

• Related-party/conflict review:

  • No related-party transactions since the beginning of the most recent fiscal year; Audit Committee pre-approves and monitors, with director recusal on conflicted items, mitigating conflict risk .

• Compensation committee process:

  • Charter permits retention of independent advisers and requires consideration of adviser independence, aligning with best practices for compensation governance .

RED FLAGS

• Low personal share ownership and absence of director equity grants could signal weaker pay-for-performance alignment for non-employee directors relative to equity-based models common at peers .

Neutral/monitor

• External board roles are not specified, limiting visibility into potential interlocks; continue monitoring future proxies and 8-Ks for updates .