Trent Davis
About Trent Davis
Independent director of NAYA; Chair of the Nominating & Governance Committee and member of the Compensation Committee. The Board has affirmatively determined he is independent under Nasdaq rules, and he attended 100% of Board meetings in 2023 and 2024; he was re‑elected on April 9, 2025 with 2,291,612 votes for, 93,040 withheld (broker non‑votes 1,973,786). Tenure documented at least since 2023 via director compensation disclosures; age and education are not disclosed in the proxy materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation; not on Audit Committee .
- Independence: Board determined Davis is independent (Nasdaq criteria) .
- Attendance/engagement: Board met 14 times in 2023 and 11 times in 2024; every director attended 100% in both years .
- Shareholder support: Re‑elected April 9, 2025; votes for 2,291,612, withheld 93,040, broker non‑votes 1,973,786 .
- Governance note: Post‑election audit committee expected to lack a designated “financial expert” temporarily until one is appointed, which is a potential board effectiveness gap .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned (cash) ($) | $42,500 | $42,500 |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $24,820 | $0 |
| All other compensation ($) | $0 | $0 |
| Total ($) | $67,320 | $42,500 |
| Deferred fees (cumulative, as of 12/31/2024) ($) | — | $66,825 |
Notes:
- Directors may be reimbursed for reasonable board-related expenses .
Performance Compensation
| Equity/Variable Component | Structure | Grant Specs | Performance Metrics |
|---|---|---|---|
| Option awards (2023) | Equity-based; reported as fair value in compensation table | Total option award value $24,820; individual strike/vesting terms not disclosed in director compensation table | Not disclosed in proxy (Plan permits performance-based vesting but specific metrics for director grants are not provided) |
| Stock/RSU awards (2024) | None | No stock awards reported for 2024 | Not applicable |
Program context:
- The Second Amended and Restated 2019 Stock Incentive Plan authorizes stock options, stock awards, and restricted stock awards, with vesting that may be time- or performance-based; share pool increased to 8,200,000 (pre reverse split) and broadly targeted at up to ~15% of outstanding shares, subject to annual increases per plan terms .
Other Directorships & Interlocks
- No current/prior public company boards or interlocks disclosed for Trent Davis in the proxy; committee composition indicates no disclosed conflicts with competitors per board policy .
Expertise & Qualifications
- Governance leadership indicated by chairing Nominating & Governance and serving on Compensation Committee; Board confirms independence and stresses diverse professional backgrounds at the collective level .
Equity Ownership
| Ownership Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 7,327 | As of Jan 24, 2025 |
| Ownership (% of outstanding) | 0.10% | Based on 7,087,796 shares outstanding |
| Options exercisable within 60 days | 5,645 | Included in beneficial ownership disclosure |
| Unexercisable options/RSUs | Not disclosed | Not disclosed in proxy |
| Shares pledged as collateral | None disclosed | No pledging disclosure for Davis |
| Ownership guidelines/compliance | Not disclosed | Director stock ownership guidelines not specified in proxy |
Governance Assessment
- Strengths: Independent status; 100% meeting attendance; leadership as Nominating & Governance Chair; re‑elected with majority support; participation on Compensation Committee aligns with governance oversight remit .
- Alignment: Holds common shares and exercisable options; however, absolute ownership is modest (~0.10%), typical of small-cap boards; no pledging disclosed .
- Signals to monitor:
- Deferred board fees ($66,825) and broader company disclosures of unpaid board fees/accounts payable to related parties suggest liquidity strain; while not a related-party transaction by Davis, reliance on fee deferrals may raise independence optics if prolonged (RED FLAG – compensation timing) .
- Audit committee “financial expert” gap expected post‑election until appointment, a temporary board effectiveness risk for financial oversight (RED FLAG – oversight capacity) .
- Conflicts/Related party exposure: No Davis-specific related party transactions disclosed; company-level related party notes involve CFO/CEO instruments and unpaid board fees generally reviewed by the Board under policy (no Davis-specific conflict reported) .
Overall, Davis’ committee leadership and full attendance support board effectiveness; watch fee deferral resolution and timely appointment of an audit financial expert to bolster investor confidence in oversight .