Thomas Mika
NAOVAbout Thomas Mika
Independent director with over 30 years in senior management, finance, and consulting; currently qualifies as an “audit committee financial expert” and has served on NAOV’s board since April 27, 2015. Education: B.S. in Microbiology (University of Illinois at Urbana-Champaign) and MBA (Harvard Graduate School of Business) . The board has determined Mr. Mika is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| POET Technologies, Inc. (TSX-V: PTK; NASDAQ: POET) | Executive Vice President & Chief Financial Officer | Current | Senior finance leadership; public company CFO |
| CollabRx, Inc. (NASDAQ: CLRX) | Chief Executive Officer | 2012 onward (post-Tegal transition) | Led clinical decision-support/precision oncology business |
| Tegal Corporation (NASDAQ: TGAL) | Chairman & CEO | Since Mar 2005 | Board and executive leadership; previously CFO since 2002 |
| IMTEC (boutique investment/consulting) | Co-founder/Partner; CEO roles in several ventures | ~20 years | Advisory and operating roles across healthcare, pharma, media, IT |
| Cresap, McCormick & Paget | Managing Consultant | Earlier career | Corporate consulting |
| National Science Foundation | Policy Analyst | Earlier career | Policy analysis |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| POET Technologies, Inc. | EVP & CFO | Yes (TSX-V: PTK; NASDAQ: POET) | Current role; financial leadership |
| CollabRx, Inc. | CEO | Yes (NASDAQ: CLRX) | Predecessor to CollabRx was Tegal Corporation |
| Tegal Corporation | Chairman & CEO (also CFO) | Yes (NASDAQ: TGAL) | Led transformation to CollabRx |
Board Governance
- Independence: Board determined Mika is independent under Nasdaq rules .
- Committees (as of the proxy date): Audit Committee Chair; member of Compensation Committee; not listed on Nominating & Corporate Governance .
- Committee qualifications: Financially literate; qualifies as “audit committee financial expert” under Reg S-K Item 407(d)(5)(ii) .
- Meetings and attendance: Board held six meetings in 2024; each director attended at least 75% of meetings of the Board and committees of which they were a member; last year’s annual meeting was not attended by any directors . Audit Committee met four times, Compensation Committee met four times, and Nominating & Corporate Governance met once in 2024 .
- Forward-looking committee changes: Following the Annual Meeting, committees are expected to exclude Mika (new members listed for Audit, Compensation, and Nominating & Corporate Governance) .
- Board leadership: Independent, non-executive Chairman (Christopher Fashek); CEO is separate role (Doron Besser) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director cash fees ($) | $0 | $0 (no non-employee director pay outside chairman) | $20,000 |
| Meeting fees ($) | Not disclosed | Not disclosed | Not disclosed |
| Committee chair fees ($) | Not disclosed | Not disclosed | Not disclosed |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option awards – grant-date fair value ($) | $41,271 | $0 (no non-employee director pay outside chairman) | $23,712 |
| RSUs/PSUs granted | None disclosed | None disclosed | None disclosed |
| Outstanding options (as of period end) | 14,000 shares (pre-splits) | 3,334 shares (post 2023 context) | 364 shares (post March/Aug 2025 reverse splits) |
| Performance metrics tied to director comp | None disclosed | None disclosed | None disclosed |
Notes:
- Company canceled outstanding options for directors and officers on Nov 29, 2023 in exchange for $1.00 per holder .
- 2024 option fair values determined per ASC 718; Black-Scholes used .
Other Directorships & Interlocks
| Company | Position | Potential Interlock |
|---|---|---|
| POET Technologies, Inc. | EVP & CFO | Public-company CFO role; no NAOV-related transactions disclosed |
| CollabRx, Inc.; Tegal Corporation | CEO; Chairman & CEO (and CFO) | Historical roles; no NAOV-related transactions disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; financially literate Board member .
- Deep senior management and finance experience across multiple public companies; consulting background with IMTEC and Cresap, McCormick & Paget .
- Education: B.S. Microbiology (UIUC) and MBA (Harvard) .
Equity Ownership
| Metric | Dec 31, 2024 | Record Date (June 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 364 (options outstanding; no stock awards) | 3,636 (options exercisable within 60 days) |
| Ownership % of common shares outstanding | <1% (*) | <1% (marked “*”) |
| Shares owned outright (common) | 0 (as disclosed) | 0 (footnote indicates options only) |
| Options – exercisable vs. unexercisable | Not quantified beyond counts; exercisable within 60 days (June 2025) | Not disclosed further |
| Shares pledged as collateral | Not disclosed | Not disclosed |
(*) Represents ownership of less than 1% per proxy presentation .
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” status; consistent committee participation (75%+ attendance) . Separation of Chair and CEO enhances oversight .
- Concerns/RED FLAGS:
- Entire Board did not attend last year’s annual meeting, an investor engagement concern .
- Very low personal equity stake (options-only; <1%), limiting pay-for-performance alignment for a director .
- Option cancellation for all directors/officers on Nov 29, 2023, followed by new option values in 2024; while not a repricing, award structure changes warrant monitoring .
- Expected post-Annual Meeting committee reconstitution excludes Mika, signaling possible board turnover and reduced governance continuity .
- Related-party/Conflict checks: Company reports no related-party transactions involving Mika since Jan 1, 2023; broader related-party matter noted for a different director’s law firm engagement (not involving Mika) .
- Director compensation trend: Shift from options-only in 2022 ($41,271), to $0 in 2023 (except chairman), to mixed cash ($20,000) plus options ($23,712) in 2024—indicates evolving director pay structure .
Overall implication: Mika’s audit leadership and financial expertise support board effectiveness, but weak ownership alignment and limited annual meeting presence undermine investor confidence; forthcoming committee changes may reduce his governance influence at NAOV .