Jonathan Siegel
Jaguar HealthAbout Jonathan B. Siegel
Jonathan B. Siegel (age 51 as of July 8, 2025) is an independent Class I director of Jaguar Health (JAGX) and has served on the board since March 2018. He is CEO of JBS Healthcare Ventures (founded 2017) and previously led healthcare investing at Kingdon Capital and SAC, with earlier sell-side and life sciences roles; he holds a BS from Tufts (1995) and an MBA from Columbia Business School (1999) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kingdon Capital Management | Partner & Healthcare Sector Head | 2011–2017 | Led healthcare investments |
| SAC Capital Advisors | Healthcare Portfolio Manager | 2005–2011 | Managed healthcare portfolio |
| Bear, Stearns & Co. | Associate Director, Pharma & Specialty Pharma Research | Prior to 2005 | Sell-side coverage |
| Dresdner Kleinwort Wasserstein | Pharmaceuticals Research Associate | Prior to 2005 | Sell-side coverage |
| Computer Sciences Corp. (Life Sciences Division) | Consultant | Prior to 2005 | Consulting, life sciences |
| Harvard Med School (Novartis Center for Immunobiology) | Research Associate | Early career | Academic research |
| Tufts University School of Medicine | Research Assistant | Early career | Academic research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OPY Acquisition Corp. I (Nasdaq) | CEO & Chairman | Jun 2021–Dec 2023 | Public SPAC leadership |
| Sol-Gel Technologies Ltd (Nasdaq) | Director | 2018–2024 | Former public board seat |
| Vitalis LLC | Board of Advisors | Since 2019 | Private pharma advisor |
| astr partners | Senior Strategic Advisor | Since Dec 2024 | Advisory role |
| Incregen Therapeutics | Co-Founder & Advisor | Since 2023 | Advisory role |
| Ciba Health | Strategic Advisor | Since Dec 2024 | Advisory role |
Board Governance
- Board status: Independent director; Class I (with Bochnowski, Conte) .
- Committees: Audit Committee (member); Compensation Committee (member). Audit Committee chaired by John Micek (audit committee financial expert). Compensation Committee chaired by James J. Bochnowski .
- Attendance: Board held 21 meetings in 2024; each director participated in ≥75% of board and committee meetings during 2024 .
- Tenure at JAGX: Director since March 2018; also on boards of JAGX subsidiaries Napo and Napo Therapeutics from March 2018 and March 2021, respectively .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2022 | 59,063 | Non-employee director cash compensation |
| 2023 | 67,500 | — |
| 2024 | 67,500 | — |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Performance Metrics Disclosed |
|---|---|---|---|
| 2022 | 44,543 | — | None disclosed for directors |
| 2023 | 36,677 | — | None disclosed for directors |
| 2024 | 30,244 | — | None disclosed for directors |
- Mix trend: Cash retainer increased from $59,063 (2022) to $67,500 (2023–2024) while stock award grant-date fair value declined (2022→2024), indicating a higher cash share of director pay over time .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Sol-Gel Technologies Ltd (Nasdaq) | Public | Director (2018–2024) | Prior external public board; no disclosed interlocks with JAGX customers/suppliers |
| OPY Acquisition Corp. I (Nasdaq) | Public | CEO & Chair (2021–2023) | SPAC leadership; not a JAGX peer/interlock |
| Vitalis LLC | Private | Advisor (since 2019) | No disclosed related-party transactions with JAGX |
| astr partners; Incregen; Ciba Health | Private | Advisor/Co-founder | No disclosed related-party transactions with JAGX |
Expertise & Qualifications
- Capital markets and healthcare investing expertise (Kingdon, SAC); prior sell-side research (Bear Stearns, Dresdner) .
- Life sciences research background (Harvard Med: Novartis Center for Immunobiology; Tufts Med) .
- Independent under Nasdaq and Rule 10A-3; serves on Audit and Compensation committees .
Equity Ownership
| As of Date | Total Beneficial Ownership (Common) | % of Common | Breakdown (selected) |
|---|---|---|---|
| Oct 31, 2025 | 37,783 shares | 1.00% | 45 shares directly held ; 1,060 options exercisable within 60 days ; JBS Healthcare Ventures LLC (sole member: Siegel) holds 9,000-share warrant @ $5.43, 9,416 shares issuable on convertible note @ $5.555, and 18,262-share warrant @ $2.70, each subject to 4.99% beneficial ownership blocker . |
Additional governance policies:
- Hedging/pledging: Policy prohibits hedging and pledging without prior approval; no exceptions approved in last fiscal year .
Related-Party & Financing Participation
- Insider participation: In March 2025 convertible notes financing, certain insiders (including director Jonathan B. Siegel) purchased Original Notes and received warrants; in June 2025 exchange, insiders received Replacement Notes and New Warrants (exercise price $2.70) subject to shareholder approval under Nasdaq Rules 5635(c)/(d) for potential “equity compensation” to insiders .
- Individual holdings reflect JBS warrants and convertible notes detailed in beneficial ownership footnote (exercise/conversion prices and 4.99% blocker) .
Governance Assessment
-
Strengths
- Independence and committee service (Audit, Compensation); board affirms independence under Nasdaq and Rule 10A-3 .
- Relevant healthcare investing and capital markets expertise aligned with JAGX’s financing needs and oversight responsibilities .
- Attendance threshold met in a high-activity year (21 board meetings in 2024) .
- Anti-hedging/pledging policy with no exceptions in last year .
-
Watch items
- RED FLAG: Participation in 2025 insider note/warrant transactions while serving on the Compensation Committee; although stockholder approval was sought per Nasdaq rules, related-party capital raises can raise perceived conflict and alignment questions for some investors .
- Alignment: Beneficial ownership is 1.00% of common shares as of Oct 31, 2025, with a significant portion via options/warrants/convertible instruments carrying ownership blockers; ongoing dilution risk from broader financings should be monitored alongside director equity exposure .
-
Compensation mix signals
- Shift toward higher cash vs. equity in 2023–2024 director compensation may modestly reduce equity-at-risk exposure; no performance conditions disclosed for director equity awards .
Overall: Siegel’s capital markets and healthcare background is accretive to board effectiveness, but insider participation in at-the-market convertible/warrant deals—while compliant and subject to stockholder approval—warrants continued monitoring for potential conflicts and pay-for-performance alignment. **[1585608_0001193125-25-161477_d830050ddef14a.htm:14]** **[1585608_0001193125-25-161477_d830050ddef14a.htm:34]** **[1585608_0001193125-25-161477_d830050ddef14a.htm:40]**