James Bochnowski
Jaguar HealthAbout James J. Bochnowski
James J. Bochnowski, age 81, is Chairman of the Board at Jaguar Health (JAGX), serving as a director since February 2014 and Chair since June 2014. He founded and has been Managing Member of Delphi Ventures since 1988 and previously co-founded Technology Venture Investors in 1980; he holds an MBA (with distinction) from Harvard Business School and a BS in Aeronautics & Astronautics from MIT . The Board has determined he is independent under Nasdaq rules; he currently serves as Chair of the Compensation Committee and as a member of the Audit and Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jaguar Health, Inc. | Chairman of the Board; Director | Director since Feb 2014; Chair since Jun 2014 | Board leadership; Compensation (Chair), Audit, Nominating |
| Napo Pharmaceuticals, Inc. (wholly owned subsidiary) | Director | Since Feb 2014 | Oversight of subsidiary |
| Delphi Ventures | Founder & Managing Member | Since 1988 | Venture investing in healthcare |
| Technology Venture Investors | Co‑Founder | 1980 | Early-stage tech investing |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| (None disclosed) | — | — | No current external public company directorships disclosed for Mr. Bochnowski . |
Board Governance
- Independence: Board determined Mr. Bochnowski is independent; majority of the board and all committee members (Audit, Compensation, Nominating) are independent under Nasdaq rules .
- Committee assignments (2025): Audit (member), Compensation (Chair), Nominating (member) .
- Attendance: The board held 21 meetings in 2024; each director participated in 75% or more of board and relevant committee meetings during 2024 .
- Board chair structure: Roles of Chair and CEO are held by separate individuals; policy favors separation to reinforce independence .
Fixed Compensation
Director compensation (non-employee) for Mr. Bochnowski:
| Year | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 87,500 | — | 49,795 | 137,295 |
| 2023 | 100,000 | — | 40,980 | 140,980 |
| 2024 | 100,000 | — | 32,577 | 140,980 |
Notes:
- Compensation Committee oversees and recommends director compensation; no external compensation consultant retained in 2024 .
Performance Compensation
- Annual equity to directors is primarily time-based equity (RSUs); for 2024, Mr. Bochnowski’s compensation table reflects stock awards and no option award value, though disclosure shows outstanding director options as of year-end (see Equity Ownership) .
- No performance metric-based director equity plan (e.g., TSR/EBITDA targets) is disclosed for directors; RSUs and options follow standard service vesting terms (general plan terms outlined in the 2014 Plan; committee administers vesting) .
Illustrative equity award details (holdings/grants disclosed):
- RSUs held/granted: 0.08 (May 2021), 0.84 (Mar 2022), 51 (Aug 2023) RSUs (post reverse-split adjustments) .
- Stock options: 928 options held as of 12/31/2024; for Mr. Bochnowski, 928 options were exercisable or became exercisable within 60 days of 10/31/2025 at a weighted average exercise price of $32.25 (see Ownership) .
Other Directorships & Interlocks
| Company | Type | Role | Committee/Notes |
|---|---|---|---|
| Napo Pharmaceuticals, Inc. | Subsidiary | Director | Internal affiliate board |
No other public company board roles for Mr. Bochnowski are disclosed .
Expertise & Qualifications
- Venture capital leader with decades of board and operating experience in healthcare and technology (Delphi Ventures; Technology Venture Investors) .
- Academic credentials: MBA, Harvard; BS Aeronautics & Astronautics, MIT .
- Committee leadership: Compensation Committee Chair; financial literacy affirmed at the committee level (Audit Committee members meet SEC/Nasdaq requirements) .
Equity Ownership
Beneficial ownership (latest available):
| Holder | Common Shares Beneficially Owned | % of Outstanding | Components / Instruments (key items) |
|---|---|---|---|
| James J. Bochnowski | 110,015 | 2.89% | 51 common shares (personal) ; 928 stock options exercisable/within 60 days at $32.25 ; 27,002 common shares underlying a warrant (Bochnowski Family Trust) at $5.43 ; 28,248 shares issuable upon conversion of a convertible promissory note (Bochnowski Family Trust) at $5.555 ; 54,786 common shares underlying a warrant (Bochnowski Family Trust) at $2.70 . Based on 3,735,835 shares outstanding as of 10/31/2025 . |
Alignment and policies:
- Insider trading/hedging/pledging: Company policy prohibits hedging and pledging without advance approval; no exceptions approved during the last fiscal year .
- Clawback: Company adopted a clawback policy compliant with SEC/Nasdaq listing standards for incentive compensation recovery (primarily executive-focused) .
Related-Party Exposure and Insider Financings
- Participation in financing rounds: Mr. Bochnowski was among “Insiders” who participated in the March 26, 2025 convertible notes financing (6% notes and warrants) and in the June 24, 2025 note exchange transaction issuing Replacement Notes and New Warrants; insider share issuances under these instruments required stockholder approval under Nasdaq Listing Rules 5635(c)/(d) due to “equity compensation” considerations and potential 20% issuance thresholds .
- Insider aggregate allocations (group including Mr. Bochnowski): $492,012 Replacement Notes convertible into up to 91,784 shares and 177,138 New Warrants (subject to shareholder approval) .
- Family trust holdings: Bochnowski Family Trust holds company warrants and notes convertible into common stock; Mr. Bochnowski is a co-trustee and beneficiary sharing voting and investment control with his spouse .
These transactions were disclosed in the proxy’s “Certain Relationships and Related Person Transactions” section and were conditioned on shareholder approvals where applicable under Nasdaq rules, mitigating (but not eliminating) conflict concerns .
Governance Assessment
- Strengths:
- Independent Chair with deep venture/healthcare board experience; independent majority board and independent committee composition (Audit, Compensation, Nominating) .
- Robust meeting cadence and director engagement (21 board meetings in 2024; all directors ≥75% attendance) .
- Anti-hedging/pledging policy with no exceptions; clawback framework in place (alignment and risk control) .
- Watch items / RED FLAGS:
- Concentration of roles: Chair of the Board and Chair of the Compensation Committee can concentrate influence over executive pay decisions; balanced by overall independent board but merits investor monitoring .
- Related-party financing participation: As part of insider groups (including Mr. Bochnowski) in 2025 convertible instruments and warrant packages, which required shareholder approval under Nasdaq rules—appropriately disclosed and structured but still a potential conflict/perception risk, especially given the company’s ongoing capital needs .
- Significant derivative exposures via family trust warrants/convertibles (e.g., strike $5.43/$2.70; conversion $5.555) tie ownership changes to financing activity and market prices; alignment can be positive but may create overhang concerns if exercised/sold .
Overall, Mr. Bochnowski’s independence, attendance, and committee leadership support board effectiveness, while his participation in insider financings and concentrated compensation oversight warrant continued monitoring for potential conflicts and pay-governance rigor .