Matthew Szot
About Matthew Szot
Independent director at NAYA Biosciences; serves as Audit Committee Chair and member of the Compensation and Nominating & Governance Committees . Background includes CFO and audit leadership roles across life sciences and consumer companies, with CPA credentials and a BS in Agricultural Economics/Accountancy from the University of Illinois . Re‑elected by shareholders on April 9, 2025 with 2,339,113 votes for and 45,539 withheld .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadrenal Therapeutics, Inc. | Chief Financial Officer | Since May 2022 | Executive finance leadership in late‑stage biopharma |
| S&W Seed Company (Nasdaq: SANW) | EVP & CFO | Mar 2010 – Nov 2021 | Led financings and M&A; corporate governance and SEC reporting |
| Cardiff Partners, LLC | Chief Financial Officer | 2007 – 2011 | Strategic finance consulting to public/private companies |
| Rip Curl, Inc. | CFO & Secretary | 2003 – 2006 | Technical accounting and operations leadership |
| KPMG (San Diego/Chicago) | CPA; Audit Manager | 1996 – 2003 | Audits of public companies; GAAP/SEC expertise |
External Roles
| Company | Role | Committees/Position | Status/Notes |
|---|---|---|---|
| SenesTech, Inc. (Nasdaq: SNES) | Director; Vice Chair | Audit Committee Chair; member Compensation and Nominating & Governance | Active; audit committee chair designated “financial expert” |
| Eastside Distilling (Nasdaq: EAST) | Director | Audit Committee Chair; member Compensation | 2018–2019 board service; audit chair and “financial expert” designation |
Board Governance
- Committees: Audit (Chair; independent; financial expert), Compensation (member), Nominating & Governance (member) .
- Independence: Board affirmed Szot as independent (majority‑independent board) .
- Attendance: Board met 14 times in 2023 and 11 times in 2024; each director attended 100% of meetings .
- Committee activity: Audit met 4 times in 2023 and 6 times in 2024; Compensation met once in 2023 and none in 2024; Nominating & Governance met once in 2023 and none in 2024 .
- Shareholder support: Re‑elected April 9, 2025 (For 2,339,113; Withheld 45,539; Broker non‑votes 1,973,786) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $49,375 | $47,500 |
| Deferred director fees (cumulative, as of Dec 31, 2024) | — | $92,325 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $24,820 | $0 |
No director‑level performance metrics (TSR, revenue/EBITDA targets, ESG goals) were disclosed for directors in the proxy; the director program comprises cash fees and, historically, equity grants .
Other Directorships & Interlocks
| Company | Relationship to NAYA | Potential Interlock/Overlap |
|---|---|---|
| SenesTech (SNES) | Unrelated life sciences company; independent board role | No NAYA supplier/customer tie disclosed |
| Eastside Distilling (EAST) | Unrelated consumer beverages; prior board role | No NAYA tie disclosed |
| S&W Seed (SANW) | Prior CFO role in ag biotech | No NAYA tie disclosed |
Expertise & Qualifications
- Audit committee financial expert (SEC/Nasdaq financial sophistication) .
- CPA (California); University of Illinois BS in Agricultural Economics/Accountancy .
- Extensive GAAP/SEC reporting, M&A, financing and process improvement experience .
Equity Ownership
| Metric (as of Jan 24, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 7,761 |
| Ownership (% of common) | 0.11% |
| Options included (exercisable or within 60 days) | 5,801 shares |
No pledging/hedging or ownership guidelines for directors were disclosed in the proxy; beneficial ownership table provides current holdings .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation supports financial oversight and related‑party review; full board attendance in 2023–2024; re‑election with strong support .
- Alignment: Modest direct equity (0.11%) plus exercisable options indicate some alignment, though overall skin‑in‑the‑game is limited relative to float .
- Watch items and potential red flags:
- Compensation Committee held no meetings in 2024, which may signal limited oversight of pay programs amid company transitions .
- Deferred director fees ($92,325 for Szot cumulative) highlight company liquidity strain; while deferral reduces cash burn, investors may scrutinize governance under going‑concern risk noted by auditors .
- No director performance‑based metrics disclosed; equity grants paused in 2024, shifting mix toward cash .
- Conflicts/Related‑party exposure: No transactions involving Szot disclosed; audit committee charter explicitly covers related‑person transaction review .
Director Compensation Details (Context)
| Item | Program Feature |
|---|---|
| Structure | Cash fees with potential equity grants (options historically; none in 2024) |
| Reimbursements | Reasonable travel/seminar/board expenses reimbursed |
Shareholder Voting Snapshot (2025 Annual Meeting)
| Proposal | Outcome |
|---|---|
| Election of Directors (Szot) | For 2,339,113; Withheld 45,539; Broker non‑votes 1,973,786 |
| Auditor Ratification (M&K CPAs, PLLC) | For 4,311,854; Against 34,533; Abstain 12,051 |