John Micek III
Jaguar HealthAbout John Micek III
Independent director of Jaguar Health (Class II), serving on the board since April 2016; also serves on boards of subsidiary Napo Pharmaceuticals (since April 2016) and majority-owned Napo Therapeutics (since March 2021). Background includes Managing Director at Silicon Prairie Partners LP (2000–2010), board and executive roles (CEO/CFO) at Enova Systems, and interim CFO at Smith Electric Vehicles (2014–2015). Education: Santa Clara University (cum laude) and University of San Francisco School of Law (Articles Editor); California law license inactive. Age 71 as of May 13, 2024; designated by the board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Prairie Partners LP | Managing Director | 2000–2010 | Venture capital leadership |
| Enova Systems | CEO and CFO; Board Member | Not specified | Executive oversight; finance operations |
| Smith Electric Vehicles, Inc. | Interim CFO | Mar 2014–Aug 2015 | Transitional finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Armanino Foods of Distinction | Director | Since 2010 | Board service; listing status not specified in proxy |
| Innovare Corporation | Director | Since 2010 | Board service |
| JAL/Universal Assurors | Director | Since 2010 | Board service |
Board Governance
- Committee assignments: Audit Committee (Chair; financial expert), Nominating Committee (Member); not on Compensation Committee .
- Independence: Board determined Mr. Micek is independent under Nasdaq rules and Rule 10A-3; Audit, Compensation, and Nominating committees constituted with independent directors .
- Audit Committee activity: Audit Committee held four meetings in 2023; issued the Audit Committee report recommending inclusion of audited FY2023 financials in the 10-K .
- Board classification: Class II director (staggered board) .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 21,667 | 56,875 | 65,000 |
| Option Awards ($) | 84,323 | — | — |
| Stock Awards ($) | 44,919 | 44,543 | 36,677 |
| Total ($) | 150,909 | 101,418 | 101,677 |
Notes:
- Non-employee director compensation consists of cash retainers and equity awards; no meeting fees disclosed; Ms. Conte (CEO) receives no additional director compensation .
Performance Compensation
| Equity Grant Detail | 2021 | 2022 | 2023 |
|---|---|---|---|
| RSUs granted (count) | 161 (May 2021); 1,145 (May 2021) | 1,145 (Mar 2022) | 68,568 (Aug 2023) |
| RSU grant-date fair value ($) | 44,919 (aggregate stock awards) | 44,543 | 36,677 |
| Stock options granted (count) | 323 (2021); prior: 11 (2018), 540 (2019), 117 (2020) | None | None |
| Stock options grant-date fair value ($) | 84,323 (aggregate option awards) | — | — |
Observations:
- No director PSUs or performance metrics disclosed; equity mix shifted from options (2021) to RSUs (2022–2023), reducing option risk exposure for directors .
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| Napo Pharmaceuticals (wholly-owned subsidiary) | Director | Overlapping governance with Jaguar; Audit Committee (chaired by Micek) reviews related person transactions |
| Napo Therapeutics (majority-owned subsidiary) | Director | License and SPAC transactions between affiliates disclosed in “Certain Relationships” section; Audit Committee oversight role |
| Armanino Foods of Distinction; Innovare Corporation; JAL/Universal Assurors | Director | External board service; potential information flow/network benefits |
Expertise & Qualifications
- Audit committee financial expert and financially sophisticated under SEC/Nasdaq standards .
- Executive finance roles (CEO/CFO, interim CFO) and venture capital experience; legal training (USF Law, Articles Editor) with inactive CA law license .
Equity Ownership
| Category | Amount | Terms/Notes |
|---|---|---|
| Total beneficial ownership (Common Stock) | 37,783 shares; 1.00% of outstanding as of Oct 31, 2025 | Percentage based on 3,735,835 shares outstanding |
| Common shares held directly | 45 shares | Direct ownership |
| Options exercisable within 60 days | 1,060 shares | Weighted avg exercise price $32.25 |
| Common stock purchase warrant | 9,000 shares | Exercise price $5.43 |
| Convertible promissory note | 9,416 shares | Conversion price $5.555 |
| Common stock purchase warrant | 18,262 shares | Exercise price $2.70 |
| Beneficial ownership cap | 4.99% limitation across certain instruments | Limits conversion/exercise to cap post-effect |
| Pledging/hedging | Not disclosed | No pledging disclosure in the proxy |
Governance Assessment
- Positive signals: Independent director; Audit Chair and designated “financial expert”; active committee oversight with four Audit meetings in 2023; material personal equity exposure via options/warrants/convertibles indicating alignment with shareholders .
- Potential conflict considerations (RED FLAGS to monitor): Personal holdings include company warrants and a convertible note with ownership caps; as Audit Chair reviewing related person transactions while serving on boards of subsidiaries (Napo/Napo Therapeutics) where intercompany agreements exist—monitor recusal practices and committee oversight rigor .
- Compensation structure: Shift from options (2021) to RSUs (2022–2023) suggests lower-risk equity mix for directors; cash fees stable with total annual comp ~$102k in 2022–2023; no performance-based director metrics disclosed .
- Attendance: No board/committee attendance percentages disclosed; only Audit Committee meeting frequency provided—insufficient to assess individual attendance rate .