Jeff Zheng
NovaBay PharmaceuticalsAbout Jeff Zheng
Dr. Yenyou (Jeff) Zheng, Ph.D., age 69, has served on NovaBay’s Board since September 2019 and is currently an independent director designated as Class I with a term expiring at the 2026 Annual Meeting . He chairs both the Audit Committee and the Nominating & Corporate Governance (N&CG) Committee, is a member of the Compensation Committee and Special Transaction Committee, and is designated an “audit committee financial expert”; the Board has determined him to be independent under NYSE American rules . Zheng is Director of Business Development and a broker at Craft Capital Management LLC and holds a Ph.D. in physics from Flinders University of South Australia; he is also an independent director of Mars Acquisition Corp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Craft Capital Management LLC | Director of Business Development & broker | Since Sep 2019 | Capital markets experience; corporate financing solutions |
| Spartan Securities Group, Ltd. | Director of Business Development | 2014–Aug 2019 | IPO underwriting and investment banking consulting focus |
| P & P Ventures Inc. (TSX-V: PPV.H) | President & Director | Dates not disclosed (prior role) | Financial advisory leadership for Canadian public company |
| Damon Capital Corp (TSX-V: DAM.H) | CFO & Director | Dates not disclosed (prior role) | Finance leadership |
| Cantronic Systems Inc. (TSX-V: CTS) | Director & Audit Committee Chair | Dates not disclosed (prior role) | Audit committee chair experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mars Acquisition Corp | Independent Director | Current | SPAC board role |
Board Governance
- Committee leadership and membership: Zheng chairs Audit and N&CG; serves on Compensation and Special Transaction; designated audit committee financial expert; all committee members are independent for Audit, Compensation, and N&CG .
- Meetings and attendance: 2024 meetings held—Board 8, Audit 4, Compensation 1, N&CG 1; no director attended fewer than 75% of aggregate Board and committee meetings; independent directors held executive sessions after all regularly scheduled 2024 Board meetings .
- Tenure and classification: Class I director with term expiring at the 2026 Annual Meeting; expected to continue post-Resignation Event as a continuing director (not party to Release Agreements) .
- Special Transaction Committee governance: Members (including Zheng) had no material personal interest and were not affiliated with Mr. Lazar or the Investment Transaction; empowered to oversee Investment Transaction, special dividend, and related proposals .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | $40,000 | Paid quarterly; part of 2024 Non-Employee Director Compensation Plan |
| Audit Committee Chair fee | $17,500 | Annual cash for Audit Chair |
| N&CG Committee Chair fee | $10,000 | Annual cash for N&CG Chair |
| Compensation Committee member fee | $6,000 | Annual cash for Compensation Committee member |
| Total cash paid to Zheng (2024) | $73,500 | Matches reported fees earned/paid in cash |
| Annual RSU grant (units) | 858 | Granted at Annual Meeting; vests on one-year anniversary |
| RSU grant-date fair value per share | $4.94 | Program valuation assumption; see Annual Report Note reference |
| Stock awards total fair value (2024) | $4,234 | Aggregate grant-date fair value for 858 RSUs |
Outside director compensation is determined by the full Board after review and approval by the Compensation Committee; cash is payable quarterly and RSUs vest after one year .
Performance Compensation
- No performance-based metrics for director compensation are disclosed; RSU grants are time-based and vest on the one-year anniversary of grant .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks/Conflicts |
|---|---|---|---|
| Mars Acquisition Corp | Independent Director | Not disclosed | None disclosed in NBY filings |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; chairs Audit Committee .
- Significant strategic experience in corporate financing solutions at Craft Capital Management LLC and Spartan Securities Group, Ltd.; extensive financing/partnering network .
- Ph.D. in physics (Flinders University of South Australia) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares held directly | 933 | As of Sept 22, 2025 |
| Options exercisable within 60 days | 17 | As of Sept 22, 2025 |
| Total beneficial ownership | 950 | Less than 1% of class (6,005,749 shares outstanding) |
| Unvested RSUs (as of 12/31/2024) | 858 | 2024 annual grant; time-based vesting |
| Shares pledged as collateral | None | Proxy states no shares are pledged for listed persons |
| Vested stock options (as of 12/31/2024) | 17 | No unvested options outstanding |
Governance Assessment
- Board effectiveness: Zheng’s dual chair roles (Audit, N&CG) and audit expert designation signal strong governance oversight, with documented Audit Committee activities and report submitted under his chairmanship . Attendance disclosure indicates robust engagement across 2024 meetings and independent director executive sessions that support board independence .
- Independence and continuity: Formally independent under NYSE American rules and not subject to the Resignation Event; expected continuity through anticipated Board changes provides stability during the Investment Transaction transition .
- Compensation alignment: Mix skewed to cash for committee responsibilities plus modest equity via RSUs; aggregate 2024 pay of $77,734 reflects leadership roles, with RSUs vesting time-based (no performance hurdles), implying moderate alignment but limited pay-for-performance linkage for directors .
- Ownership alignment: Beneficial ownership is small (<1%); presence of unvested RSUs and absence of pledging are positive alignment signals, though low ownership limits economic exposure .
- Related-party/Conflict review: No related-party transactions identified involving Zheng; Special Transaction Committee explicitly established independence from Mr. Lazar and the Investment Transaction; note Zheng’s brokerage role at Craft Capital—no transactions reported with NovaBay, but monitor for any future engagements (no conflicts disclosed) .
- Board structure risk: Post-Final Closing plan to combine Chair and CEO roles may reduce independent oversight unless offset by appointing a Lead Independent Director; the Board notes it may evaluate and nominate a Lead Independent Director at that time .