Evelyn D’An
Matinas BioPharma HoldingsAbout Evelyn D’An
Evelyn D’An (age 63) has served on Matinas BioPharma’s board since February 2025. She is an experienced financial leader and board director with 18 years at Ernst & Young (partner 1998–2004) and since 2004 president of D’An Financial Services, focusing on governance and financial oversight across sectors. At MTNB, she is independent under NYSE rules and qualifies as an audit committee financial expert; she chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Partner | 1998–2004 | Led audits across retail, consumer, tech, FS, media; deep accounting oversight |
| D’An Financial Services | President | 2004–present | Strategic consulting; governance and financial advisory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoomcar Holdings, Inc. (NASDAQ: ZCAR) | Director | Apr 2023–present | Audit Chair; Compensation Committee member |
| Backblaze, Inc. (NASDAQ: BLZE) | Director | Aug 2021–present | Audit Chair; Compensation Committee member |
| GHD Group Pty Ltd (private) | Director | Mar 2020–present | Audit Chair; Nominating Committee member |
| Renovaro Inc. (NASDAQ: REND; f/k/a Enochian BioSciences) | Director | Apr 2018–Jun 2021 | Audit and Nominating Committee member |
Board Governance
- Committee assignments at MTNB: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Independence: Determined independent under NYSE American rules and SEC Rule 10A-3; designated audit committee financial expert .
- Board/committee activity baseline: Board met 8 times in 2024; audit, compensation, and nominating committees each met 4 times in 2024 (before her appointment) .
- Attendance: Company disclosed all 2024 directors met at least 75% attendance; D’An joined in 2025, so 2024 attendance not applicable .
Fixed Compensation
| Component | 2025 Status |
|---|---|
| Annual cash retainer (director) | Not disclosed in 2025 proxy; 2024 table shows cash paid to prior directors only (not applicable to D’An) |
| Committee chair/member fees | Not disclosed (committee roles identified but no fee schedule provided) |
| Meeting fees | Not disclosed |
| Director equity award cap | Plan limit: $300,000 accounting value per year; $500,000 in initial year for a new outside director |
MTNB adopted a 2025 Equity Incentive Plan; director award limits constrain equity grant value rather than guarantee specific awards .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Expiration | Fair Value/Notes |
|---|---|---|---|---|---|---|
| Stock Options (Non-Employee Directors; each) | Apr 30, 2025 | 11,600 | $0.59 | Fully vests on earlier of 1-year anniversary or change in control | 10 years from grant | Aggregate grant date fair value disclosed for group; terms apply to D’An |
| Plan features | Jun 23, 2025 (meeting date) | — | — | Committee may accelerate; change-in-control provisions allow vesting modifications or cash settlement | Plan expires 2035 for new grants | Includes repricing authority (with participant consent) and clawback/recoupment provisions |
Non-employee director options were granted subject to shareholder approval of the 2025 Plan; vesting accelerates on change in control and awards expire 10 years from grant .
Other Directorships & Interlocks
- Current public boards: Zoomcar (ZCAR), Backblaze (BLZE) – both audit chair; compensation member at both .
- Private/non-profit roles: GHD Group – audit chair; nominating member .
- Prior public board: Renovaro (REND) – audit and nominating member .
- Interlocks/conflicts: No disclosed related-party transactions or MTNB business relationships tied to her outside boards; Audit Committee oversees affiliated transactions per policy .
Expertise & Qualifications
- Financial oversight: Former EY partner, audit chair experience across multiple boards; designated audit committee financial expert at MTNB .
- Governance: Extensive committee leadership (audit, compensation, nominating), cross-industry exposure .
- Education: B.S. in Accounting, SUNY Albany .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Evelyn D’An | 0 | <1% | As of May 9, 2025; options not currently counted toward beneficial ownership within 60 days |
| Director Options (D’An) | 11,600 | — | Granted Apr 30, 2025; $0.59 strike; vesting per above; not exercisable within 60 days of record date |
No pledging, hedging, or related-party holdings disclosed for D’An .
Governance Assessment
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Strengths: Independent audit chair with deep accounting background; designated financial expert; multi-board audit leadership suggests strong control oversight and disciplined financial governance .
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Alignment: Equity option grant provides at-risk exposure; director equity award cap limits excessive grants; clawback/recoupment policies embedded in 2025 Plan .
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Risks/Red Flags: None disclosed specifically for D’An (no related-party transactions, pledging, or attendance issues). Broader governance considerations include combined CEO/Chair structure at MTNB and investor nomination rights for two board seats post-financing, which heighten oversight demands on independent directors like D’An to safeguard minority shareholder interests .
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Oversight implications: As Audit Chair and financial expert, D’An is positioned to monitor the capital structure changes (reverse splits, increased authorized shares) and financing-related governance risks, and to enforce related-party transaction policies and disclosure controls .