Nicole Lemerond
MEDICINOVAAbout Nicole Lemerond
Independent Class I director since August 4, 2023; age 49. She serves on MediciNova’s Audit, Compensation (Chair), and Nominating & Corporate Governance Committees, and is deemed independent under NASDAQ rules. Background includes 25+ years in investment management, private equity, investment banking, M&A and leveraged finance; Managing Partner at NV Capital (Feb 2010–Aug 2022); BS from Cornell University; CFA charterholder; current director at InMed Pharmaceuticals, Inc. and GeoVax, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NV Capital | Managing Partner | Feb 2010–Aug 2022 | Led healthcare investing, complex transactions, capital raising and balance sheet structuring . |
| Lehman Brothers; The Carlyle Group | Investment banking/private equity roles | Not disclosed | Established/led healthcare groups at leading firms (dates not disclosed) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InMed Pharmaceuticals, Inc. | Director | Current | Committee positions not disclosed . |
| GeoVax, Inc. | Director | Current | Committee positions not disclosed . |
Board Governance
- Independence: Board determined Lemerond, Beaver, and Nagao are independent; CEO Iwaki and CMO Matsuda are not independent due to employment .
- Committee leadership: Chair of Compensation; member of Audit and Nominating & Corporate Governance .
- Attendance: Board held 5 meetings in 2024 with each director attending at least 75% of Board/committee meetings; similar attendance in 2023 .
- Audit Committee financial expertise: Beaver deemed audit committee financial expert; Audit Committee includes Beaver (Chair), Lemerond, Nagao .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit Committee meetings | 6 | 4 |
| Compensation Committee meetings | 2 | 2 |
| Nominating & Corporate Governance meetings | 2 | 0 (acted by unanimous written consent) |
| Director attendance threshold achieved | ≥75% by each director | ≥75% by each director |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer (annual; prorated upon appointment in 2023) | $16,667 | $40,000 |
| Option awards (grant date fair value, ASC 718) | $29,496 | $17,319 |
| Total director compensation | $46,163 | $57,319 |
Key grant details:
- Initial board grant: 18,333 stock options vesting in equal installments on Sep 30, 2023; Dec 31, 2023; Mar 31, 2024; Jun 30, 2024; standard indemnification agreement entered .
- 2024 annual grant: 20,000 stock options; vesting quarterly over one year; exercise price set at fair market value on grant date .
Performance Compensation
- Director equity grants are time-based stock options; no performance-conditioned metrics disclosed for directors (performance options cited in proxy apply to executives, not directors) .
| Performance Metric | Applied to Director Compensation |
|---|---|
| Financial/TSR/ESG hurdles | None disclosed for directors . |
Other Directorships & Interlocks
- InMed Pharmaceuticals, Inc. (Director) and GeoVax, Inc. (Director). No MNOV-related party transactions or interlocks disclosed involving Lemerond; 8‑K appointment affirms no Item 404(a) related-party transactions and no family relationships .
Expertise & Qualifications
- Finance and healthcare transaction expertise across providers, payors, med device, HCIT, pharma and life sciences; deep experience in capital raising and structuring .
- Education/credentials: BS Cornell University; CFA charterholder .
Equity Ownership
| Metric | As of Apr 17, 2024 | As of Apr 21, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,333 | 39,458 |
| % of shares outstanding | <1% (*) | <1% (*) |
| Options exercisable within 60 days | 13,333 | 39,458 |
| Outstanding option awards (total underlying shares) | 38,333 (Dec 31, 2024) | Not separately disclosed beyond 60-day exercisable count |
Note: Beneficial ownership includes stock options exercisable within 60 days; percentage marked * denotes “less than 1%” as disclosed .
Governance Assessment
- Committee leadership and independence are positives for board oversight; Lemerond chairs Compensation and sits on Audit/Nominating, indicating strong involvement in key governance levers .
- Attendance and engagement cleared minimum thresholds; Board/committee cadence appropriate for a clinical-stage biotech .
- Ownership alignment appears limited in absolute terms (beneficial ownership <1%), though annual option grants provide some at-risk exposure; no pledging or hedging disclosed; standard indemnification agreements in place .
- Potential conflicts: None reported; 8‑K confirms no related-party transactions, arrangements, or family relationships tied to her appointment; external healthcare board roles should be monitored for any future transactions with MNOV (none disclosed) .
Signals and shareholder feedback
- 2025 Say‑on‑Pay advisory approval passed (For: 21,989,458; Against: 8,966,300; Abstain: 927,101; Broker Non‑Vote: 2,325,696); frequency vote supported triennial cadence (Every 3 Years: 12,906,546) .
- Audit firm ratification passed by wide margin; no non‑audit services in 2024; supports audit independence .
RED FLAGS
- Low personal ownership (<1%) may suggest limited “skin‑in‑the‑game” versus best‑practice director ownership guidelines (no MNOV-specific guidelines disclosed) .
- Multi‑board commitments (InMed, GeoVax) warrant ongoing monitoring for workload and any future interlocks; currently, no related‑party exposure disclosed .