Matthew Szot
About Matthew Szot
Matthew Szot, 50, has served as an independent director of INVO Fertility, Inc. since September 13, 2020 and as Chair of the Audit Committee since September 14, 2020 . He is a Certified Public Accountant (California) and was designated by the Board as an “audit committee financial expert,” bringing deep CFO and public company auditing experience to the Board . The Board classifies him as independent under Nasdaq rules; he attended 100% of Board meetings in 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&W Seed Company (NASDAQ: SANW) | EVP & Chief Financial Officer | Mar 2010 – Nov 2021 | Led corporate finance; public co. CFO experience cited by IVF Board |
| Cadrenal Therapeutics (NASDAQ: CKVD) | Chief Financial Officer | May 2022 – Present | Current operating CFO role in late-stage biotech |
| Cardiff Partners, LLC | Chief Financial Officer | Feb 2007 – Oct 2011 | Strategic consulting; public/private clients |
| Rip Curl, Inc. | CFO & Secretary | 2003 – Dec 2006 | Finance leadership at consumer brand |
| KPMG (San Diego & Chicago) | CPA; Audit Manager | 1996 – 2003 | Audited public companies; foundation for audit expertise |
External Roles
| Company | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| SenesTech (NASDAQ: SNES) | Director; Vice Chairman; Chair, Audit; Member, Compensation & Nominating/Governance | Current | Public company board/committee leadership |
| Cadrenal Therapeutics (NASDAQ: CKVD) | Chief Financial Officer | May 2022 – Present | Operating CFO role |
| Eastside Distilling (NASDAQ: EAST) | Director; Chair, Audit (prior) | Jun 2018 – Aug 2019 (prior) | Prior board and audit leadership |
Board Governance
- Committee assignments at INVO: Chair, Audit Committee; Member, Compensation Committee .
- Independence: Board determined Szot and three other directors are independent; CEO Steven Shum is not independent .
- Attendance and engagement: Board held 11 meetings in 2024; each Board member attended 100% of meetings in 2024 and 2025 . Audit Committee held 6 meetings in 2024; Compensation Committee held 2; Nominating & Governance held 1 .
- Audit Committee financial expert: Board designated Szot as an “audit committee financial expert,” satisfying SEC/Nasdaq requirements .
- Key policy oversight: Audit Committee charter includes oversight of internal controls, risk management, and related-person transactions . Company has a clawback policy compliant with SEC Rule 10D-1/Nasdaq 5608 (adopted Oct 2, 2023); after a 2024 restatement limited to lease discount-rate methodology, the Compensation Committee determined no incentive recoupment was warranted since P&L/EPS were unaffected .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 47,500 | – | – | 47,500 |
| 2023 | 49,375 | – | 24,820 | 74,195 |
- Deferred fees: As of Dec 31, 2024, Szot had cumulatively deferred $92,325 of earned director fees, indicating cash conservation alignment during capital constraints .
Performance Compensation (Director)
- No performance-based director compensation metrics disclosed. 2023 included an option award; no equity awards in 2024 .
- Company prohibits director/officer hedging of company stock; no pledging policy disclosure found .
| Metric Category | 2024 | 2023 |
|---|---|---|
| Equity granted to Szot (units/$) | None | Stock options; grant-date FV $24,820 |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Other Directorships & Interlocks
| Person/Entity | Interlock Detail | Governance Implication |
|---|---|---|
| Eastside Distilling (EAST) | Szot previously served as Director & Audit Chair (2018–2019) ; CEO Steven Shum previously CFO (2015–2019) ; Director Trent Davis also served as Director (2016–2019) | Multiple shared histories at EAST suggest network ties; monitor for any related-party dealings or advisory overlaps. No such transactions disclosed at INVO . |
Expertise & Qualifications
- Education: B.S., Agricultural Economics/Accountancy, University of Illinois Urbana-Champaign; graduated with High Honors .
- Professional credentials: CPA (California) .
- Domain expertise: Corporate finance, M&A, public company accounting, audit oversight; designated audit committee financial expert at INVO .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Matthew Szot | 649 | 0.03% | Includes 485 shares underlying options exercisable within 60 days |
- Hedging policy: INVO prohibits directors/officers from hedging company securities (e.g., collars/swaps) .
- Pledging/ownership guidelines: No director stock ownership guidelines or pledging disclosures found in the proxy .
Insider Trading/Plans
| Item | Disclosure |
|---|---|
| Rule 10b5-1 plan adoptions/terminations (Q4 2024) | None reported by any directors or officers |
| Section 16(a) compliance | Company reports timely filings for officers/directors in FY2024, with two noted exceptions not involving Szot |
Related-Party and Conflict Review
- Related-party transactions disclosed involve CEO/CFO financing arrangements (demand notes, warrants) and NAYA TX/Cytovia relationships; no transactions involving Szot were disclosed .
- Audit Committee (chaired by Szot) is responsible for monitoring related-person transactions per charter and reviewed the 2024 restatement context and auditor communications .
Governance Assessment
-
Positives
- Independent director with deep CFO/audit background; designated audit financial expert; Chairing Audit Committee with active meeting cadence (6 in 2024) supports robust financial oversight .
- 100% Board attendance; deferral of director fees suggests alignment with capital-preservation priorities .
- Existence of Dodd-Frank-compliant clawback policy; 2024 restatement was non-P&L and was addressed without compensation recoupment, indicating process discipline .
-
Watch items / potential red flags
- Multiple historical ties among INVO directors/executives to Eastside Distilling (EAST) create interlocks; while no related transactions are disclosed, investors should monitor for potential conflicts in advisor/vendor relationships .
- Company-wide related-party financings (CEO/CFO notes) underscore the importance of ongoing rigorous Audit Committee oversight of conflicts and liquidity risk .
Overall, Szot’s independence, attendance, and audit leadership, combined with CPA credentials and prior public CFO role, are positives for investor confidence in financial reporting and oversight at INVO .