Rebecca Messina
About Rebecca Messina
Rebecca Messina is an independent director of NAYA and a member of the Audit Committee, where she meets Nasdaq and SEC Rule 10A-3 financial literacy requirements . The Board recorded 100% meeting attendance for all directors in 2023 and 2024, indicating full participation and engagement during her tenure . She beneficially owns 6,217 shares (0.09% of common stock), including 5,067 shares under options exercisable within 60 days of January 24, 2025 . The proxy nominates five directors for the upcoming annual meeting and does not include Messina among the nominees, signaling a potential board refresh and her departure after the meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAYA | Independent Director | Not disclosed | Audit Committee member; meets financial literacy; oversight of financial reporting, internal controls, and related party policy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in filing | — | — | — |
Board Governance
- Independence: The Board determined Messina is independent under Nasdaq rules .
- Committee memberships: Audit Committee member alongside Chair Matthew Szot and Barbara Ryan .
- Attendance: 100% Board meeting attendance by all directors in 2023 (14 meetings) and 2024 (11 meetings) .
- Board refresh: Messina is not among director nominees (Teper, Audoly, Fensterstock, Raman, Urman); Audit/Nominating/Compensation committees will be repopulated post-meeting and may temporarily lack an “audit committee financial expert” until appointment, a board-level oversight risk .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees | Meeting Fees | Deferrals |
|---|---|---|---|---|
| 2024 | $42,500 | Not disclosed | Not disclosed | $74,000 cumulative fees deferred as of Dec 31, 2024 |
| 2023 | $41,250 | Not disclosed | Not disclosed | Included within the cumulative deferral noted above |
Performance Compensation
| Year | Stock Awards (Fair Value) | Option Awards (Fair Value) | Performance Metrics Tied to Pay | Notes |
|---|---|---|---|---|
| 2024 | $0 | $0 | None disclosed | Director program is cash + equity; no equity for 2024 |
| 2023 | $0 | $24,820 | None disclosed | Option grant fair value disclosed; terms (strike/vesting) not detailed for directors |
No ESG/TSR/financial performance targets are disclosed for director compensation; director equity is not presented as performance-conditioned in the proxy .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| Not disclosed in filing | — | — | None disclosed |
Expertise & Qualifications
- Financial literacy: Meets Nasdaq and Rule 10A-3 criteria via Audit Committee service .
- Governance emphasis: Audit Committee responsibilities include oversight of independent auditors, internal controls, risk assessment, and related party transaction policies .
Equity Ownership
| Holder | Shares Owned | % of Common Stock | Options (Exercisable ≤60 days) | Pledging/Hedging |
|---|---|---|---|---|
| Rebecca Messina | 6,217 | 0.09% | 5,067 | Not disclosed in filing |
Governance Assessment
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Strengths:
- Independence and 100% attendance support board effectiveness and engagement .
- Audit Committee service with clear oversight remit (auditors, controls, related party policies) enhances financial governance .
- Modest share and option ownership provides some alignment, albeit small at 0.09% .
-
Watch items / RED FLAGS:
- Board liquidity signal: cumulative deferral of director fees ($74,000 for Messina) suggests cash constraints; monitor payment timeliness and sustainability of director compensation .
- Board reconstitution: Messina not nominated for re-election; committee slates to be repopulated and the proxy anticipates a temporary absence of an “audit committee financial expert” post-meeting until appointment, a short-term oversight gap risk .
- Concentrated shareholder influence: Five Narrow Lane LP could exert substantial influence post-conversion (subject to blockers), a company-level governance risk that may impact board dynamics and independence (not specific to Messina) .
-
Conflicts/Related party exposure:
- No related-party transactions disclosed for Messina; related party items in the proxy involve CEO/CFO notes and Cytovia financing—none attributed to Messina .
-
Compensation mix and alignment:
- Shift toward cash-only in 2024 (no equity), after 2023 option award; absence of performance metrics for directors; ownership remains small at 0.09% .
Implication: Messina’s independent status and attendance indicate solid governance engagement during her tenure. The key near-term risk is board transition and audit committee expertise continuity post-meeting; her deferred fees also highlight NAYA’s liquidity challenges affecting director compensation .