Jason Groves
About Jason L. Groves
Jason L. Groves, Esq. (age 54) is an independent Class II director of MetaVia Inc. (MTVA) and has served on the Board since December 2019 . He is currently Chief Legal Officer and Corporate Secretary of Medifast, Inc. (NYSE: MED), with prior roles including Executive Vice President and General Counsel at Medifast, Assistant Vice President of Government Affairs at Verizon Maryland, and a Judge Advocate (JAG) officer and Special Assistant U.S. Attorney in the U.S. Army . The Board has affirmatively determined Mr. Groves is an independent director under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medifast, Inc. | Executive Vice President and General Counsel | 2011–July 2022 | — |
| Verizon Maryland | Assistant Vice President, Government Affairs | Prior to 2009 (date not specified) | Led legislative policy and government affairs |
| U.S. Army JAG Corps | Judge Advocate; Special Assistant U.S. Attorney (District Court of Maryland) | 3 years (dates not specified) | Prosecuted criminal cases; earned Army Achievement and Army Commendation Medals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medifast, Inc. (NYSE: MED) | Chief Legal Officer and Corporate Secretary | Since July 2022 | — |
| Medifast, Inc. | Director; Audit Committee member | Director 2009–2015; Audit Committee 2009–2011 | Public company board experience |
| Anne Arundel Medical Center | Board of Trustees | 9 years (dates not specified) | Chaired international captive insurance company board for 8 years |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (NCG) .
- Chair roles: None (NCG is chaired by Andrew I. Koven; Audit chaired by D. Gordon Strickland; Compensation chaired by Michael Salsbury) .
- Independence: Board determined Mr. Groves is independent under SEC and Nasdaq rules .
- Attendance: In 2024, no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board activity levels (2024): Board 11 meetings; Audit 6; Compensation 5; NCG 4 .
- Governance context: MTVA is a Nasdaq “controlled company” (Dong-A holds majority voting power); still maintains fully independent Audit Committee and independent NCG/Compensation committees; independent directors hold regular executive sessions .
- Board leadership: Non-executive Chair of the Board is Andrew I. Koven; CEO and Chair roles are separated .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $45,000 |
| Equity (Stock Awards – RSUs, grant-date fair value) | $19,850 |
| Total | $64,850 |
Mapping to policy: Standard annual Board retainer $40,000 plus NCG member retainer $5,000 aligns with Mr. Groves’ $45,000 cash fees . Policy provides Non-Executive Chair retainer ($75,000), and additional retainers for committee chairs/members (Audit: $18,000/$9,000; Compensation: $12,000/$6,000; NCG: $10,000/$5,000) .
Performance Compensation (Director Equity)
| Grant Type | Shares/Units | Grant-Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (2024 service) | 5,051 RSUs | $19,850 | Annual grants vest in full on the earlier of one-year anniversary or immediately prior to next annual meeting; initial/prorated grants per policy; change-in-control/death/disability full vesting per plan | None (time-based only) |
- Optional election to take cash retainers in RSUs (Retainer Grant) with quarterly vesting over the fiscal year; RSU settlement deferral option available under policy .
- Company has a Compensation Recovery (clawback) Policy applicable to specified executives (not directors) under Rule 10D-1 and Nasdaq standards .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Medifast, Inc. (NYSE: MED) | Public company | Former Director (2009–2015; Audit 2009–2011); current CLO & Corporate Secretary | Different industry; no supplier/customer interlock disclosed with MTVA . |
| Anne Arundel Medical Center | Non-profit | Trustee; captive insurance chair | Non-profit; no related-party exposure disclosed with MTVA . |
- Related-party transactions disclosed in the proxy relate primarily to financing arrangements with Dong-A/Dong-A Holdings; no transactions involving Mr. Groves are described .
Expertise & Qualifications
- Chief Legal Officer and long-serving public company legal executive; prior general counsel and board experience at Medifast .
- Regulatory/government affairs background (Verizon Maryland) and prosecutorial/JAG experience, indicating strong legal, compliance, and oversight skills .
- NCG committee participation supports governance framework, board evaluation, and nomination processes .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 15,151 shares (less than 1%) |
| Common shares owned | 9,767 shares |
| Options exercisable within 60 days | 333 shares |
| RSUs vesting within 60 days | 5,051 shares |
- Company-wide insider trading policy prohibits speculative trading and hedging (e.g., short sales, options) by directors and others; establishes blackout periods and 10b5-1 compliance .
Governance Assessment
-
Strengths
- Independent director with legal, regulatory, and public company governance experience; active NCG member; Board affirmed independence .
- Attendance and engagement indicators are solid: no directors under 75% threshold; active committee schedule; all directors attended 2024 annual meeting .
- Director pay structure is modest and aligned with market norms for small-cap biotech: cash retainer plus time-based RSUs; policy allows equity in lieu of cash and provides standard vesting and CIC protections .
- Strong policy infrastructure (insider trading policy with hedging ban; executive clawback policy) contributes to governance discipline .
-
Watch items / Potential risks
- Controlled company status: Majority ownership by Dong-A exempts MTVA from certain Nasdaq governance requirements (though Audit/committee independence maintained); requires ongoing vigilance on minority shareholder protections .
- Limited committee leverage for Mr. Groves (not on Audit or Compensation), which may reduce his direct influence over financial reporting and pay oversight compared to NCG-only membership .
- No specific ownership guidelines for directors disclosed; beneficial ownership is below 1%, though he holds RSUs/options that contribute to alignment .
- Related-party financing with controlling shareholder (Dong-A) is significant at the company level; no director-level conflict is disclosed for Mr. Groves, but the environment merits continued monitoring .
Context notes: Say-on-pay advisory vote held triennially per 2022 frequency vote; 2025 say-on-pay on ballot . Board/CEO role separation with Non-Executive Chair supports oversight .