Jennifer Calabrese
About Jennifer Calabrese
Jennifer Calabrese (age 54) has served as an independent director of Marpai, Inc. since December 2023. She is the founder and CEO of Calabrese Consulting, LLC (founded 2012), a CPA and CGMA, and a member of the AICPA and NYSSCPA; she also serves as an adjunct assistant professor in Accounting at Hofstra University, highlighting deep finance and accounting expertise suited for audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calabrese Consulting, LLC (CCL) | Founder & CEO | 2012–current | Leads a 40+ employee accounting/advisory firm serving 350+ clients worldwide |
| Hofstra University | Adjunct Assistant Professor (Accounting) | Not disclosed | Academic contribution in accounting education |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| AICPA | Member | Professional association | Credentials: CPA, CGMA |
| NYSSCPA | Member | Professional association | Finance/accounting professional membership |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605; confirmed in 2024 and 2025 proxies .
- Committees: Audit Committee member; Audit chaired by Sagiv Shiv; Compensation Committee comprises Robert Pons (chair) and Colleen DiClaudio (not Calabrese) .
- Attendance and engagement:
- Audit Committee met four times in FY2024; “three members… attended all” meetings and all members attended at least three, indicating strong engagement by the committee, which includes Calabrese .
- Audit Committee responsibilities include auditor oversight, pre-approval of services, related party transaction review, and internal control oversight .
- Related-party oversight: Audit Committee charter requires prior review/approval of Item 404 transactions; provides quarterly monitoring of payments to insiders .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $50,000 | Approved Mar 20, 2022; terminated Dec 7, 2023 | Payable quarterly; expense reimbursement policy maintained |
| Meeting fees | Not disclosed | — | No additional meeting fees disclosed for FY2024 |
| Committee chair fees | Equity-based (see Performance Compensation) | From Dec 7, 2023 | Committee chairs: 60,000 RSUs policy; Calabrese is not a chair |
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting Schedule | Plan | Notes |
|---|---|---|---|---|---|
| RSUs (independent director standard grant) | Jan 2024 | 50,000 | 30% upon grant; 35% after 1 year; 35% after 2 years | 2021 Plan | Granted per Dec 7, 2023 policy |
| Incremental RSUs per year of service (independent directors) | May 24, 2024 (policy approval) | 7,500 per service year | Vesting not explicitly specified beyond standard schedule | 2024 Plan | Applies for each year of service |
Performance metrics tied to director compensation: None disclosed for directors; RSUs are service-vested rather than performance-based .
Other Directorships & Interlocks
| Company | Role | Committees/Chair | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No Item 404 transactions involving Calabrese at appointment; Board affirmed independence |
Expertise & Qualifications
- Credentials: CPA, CGMA; founder & CEO of an accounting/advisory firm; adjunct accounting faculty .
- Technical domain: Finance, accounting, audit literacy; aligned with Audit Committee responsibilities .
- Board qualifications: Independent director with financial literacy; Audit Committee membership underlines governance role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Jennifer Calabrese | 32,500 | * (less than 1%) | Beneficial ownership as of July 1, 2025; reflects common shares; RSU grants and vesting schedule detailed above |
Policy alignment and risk controls:
- Insider Trading Policy prohibits short sales, buying puts/selling calls, and other hedging/derivative transactions; blackout periods and pre-clearance apply to directors .
Governance Assessment
- Strengths:
- Independence confirmed; no related-party transactions disclosed at appointment, reducing conflict risk .
- Audit Committee membership and active meeting schedule indicate engagement in financial oversight; committee performed standard independence and audit quality checks and recommended inclusion of audited financials in 10-K .
- Shift from cash fees to equity (RSUs) for directors enhances alignment with shareholder outcomes; standardized vesting promotes retention and long-term focus .
- Watch items:
- Company-wide authorization of blank-check preferred could pose anti-takeover effects and capital structure flexibility that may impact common shareholders; not specific to Calabrese but relevant to governance context .
- No explicit director stock ownership guidelines disclosed; while insider trading policy prohibits hedging, absence of ownership targets may limit formal alignment benchmarks .
Overall signal: Calabrese’s accounting background and Audit Committee role support board effectiveness in financial oversight, with independence and equity-based director pay improving investor alignment; minimal conflict exposure is disclosed to date .