Swan Sit
NovaBay PharmaceuticalsAbout Swan Sit
Independent director of NovaBay Pharmaceuticals (NBY) since December 2019; age 48 as of September 22, 2025. Background in digital marketing and ecommerce at blue‑chip consumer brands; currently an independent business consultant. Education: MBA, Columbia Business School; BA in Economics, Harvard University. Classified by the Board as independent; nominated for re‑election as a Class III director in 2025 and serves on Audit, Compensation, and Nominating & Corporate Governance (N&CG) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | VP NA Digital Commerce Capabilities, Business Operations & Service; VP Global Digital Marketing | 2018–2019 | Led ecommerce/omnichannel and digital marketing transformation |
| Revlon & Elizabeth Arden | VP Global Digital | 2015–2017 | Built front‑end consumer experiences across ecommerce, mobile, social; integrated back‑end operations |
| Estée Lauder Companies | Executive Director, Strategy & Planning, Online | Not disclosed | Digital strategy; consumer experience design |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edgewell Personal Care Company (NYSE: EPC) | Director | Since September 2020 | Public company board experience; digital/brand expertise |
Board Governance
- Independence: Board determined Sit is independent under NYSE American guidelines .
- Committees: Audit (member), Compensation (member), N&CG (member) .
- Attendance: No director attended fewer than 75% of Board/committee meetings in 2024; independent directors held executive sessions after each regular Board meeting .
- Board meeting cadence (2024): Board 8; Audit 4; Compensation 1; N&CG 1 .
| Governance Attribute | Status/Detail |
|---|---|
| Independence | Independent director |
| Committee Memberships | Audit; Compensation; N&CG |
| Committee Chair Roles | None (member on all three) |
| 2024 Attendance | ≥75% of applicable meetings |
| Years on NBY Board | Director since December 2019 |
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Paid quarterly; non‑employee director program |
| Audit Committee member fee | $7,500 | Annual cash for members |
| Compensation Committee member fee | $6,000 | Annual cash for members |
| N&CG Committee member fee | $5,000 | Annual cash for members |
| Total cash fees (2024 actual) | $58,500 | Per Director Compensation table |
| RSUs granted (units) | 858 | Granted at Annual Meeting; vest at 1‑year anniversary |
| RSU grant date fair value (per unit) | $4.94 | Aggregate $4,234 for 858 units |
| Total stock awards (2024) | $4,234 | Per Director Compensation table |
| Total 2024 director compensation | $62,734 | Sum of cash + stock |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| RSU grant | 858 RSUs; granted at the Company’s Annual Meeting of Stockholders |
| Vesting | Time‑based; vest on the one‑year anniversary of grant |
| Performance metrics | None disclosed for director RSUs; plan permits performance awards generally, but 2024 director RSUs vest time‑based |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Edgewell Personal Care (EPC) | Director since Sep 2020 | No NBY‑specific related‑party transactions disclosed with Sit; Audit Committee oversees related‑party reviews |
Expertise & Qualifications
- Brand management and advertising; digital transformation across ecommerce/omnichannel/mobile/media/social/apps .
- Education: MBA (Columbia), BA Economics (Harvard) .
- Brings front‑end consumer experience building and back‑end operational integration skills to the Board .
Equity Ownership
| Category | Shares/Units | Vesting/Status | % of Outstanding |
|---|---|---|---|
| Common shares (beneficially owned) | 933 | Held directly | <1% (Company table indicates less than 1%) |
| Options exercisable (60‑day window) | 17 | Exercisable within 60 days | <1% |
| RSUs unvested (as of 12/31/2024) | 858 | Unvested; time‑based vesting | Not counted in beneficial ownership |
| Pledged/Hedged shares | Prohibited by Insider Trading Policy (short sales, margin accounts, pledging, hedging) | N/A | N/A |
Governance Assessment
- Committee coverage and independence: Sit serves on all three key committees (Audit, Compensation, N&CG), supporting board effectiveness; Board affirms independence .
- Engagement: 2024 attendance threshold met; independent director executive sessions suggest active oversight .
- Alignment and pay: Modest equity component (858 RSUs, $4,234) alongside cash fees; beneficial ownership is de minimis (<1%), which limits “skin‑in‑the‑game,” though pledging/hedging prohibitions strengthen alignment .
- Transition risk and signals: Sit is a “Resigning Non‑Employee Director” under August 19, 2025 Release Agreements; resignation contingent on stockholder approvals and investment closing, with $40,000 restricted stock equity consideration at resignation (requires Proposal Seven approval). This board refresh tied to investor rights and potential change‑of‑control may affect continuity and investor confidence; the equity consideration and conditional resignations are noteworthy governance events .
- RED FLAGS: Board control rights granted to investor (Chair appointment, additional nominees) and significant dilution/change‑of‑control scenario; while not specific to Sit’s conduct, the coordinated resignations and equity consideration to resigning directors merit scrutiny from a governance perspective .