Lisa Nettis
About Lisa Nettis
Lisa Nettis (age 54) was elected as an independent Class II director of Nephros on June 16, 2025, for a three-year term expiring in 2028 . She served as Chief Financial Officer of Sky Organics from 2021 through February 2025 and previously held director-level roles at Newell Brands and Jarden Consumer Solutions (2008–2021), including Director, Global Operations & Productivity and Director of Commercial Finance, North America; she holds a B.S. in Accounting from Miami University (Ohio) and an MBA in Marketing and Corporate Strategy from the University of Michigan . The Board affirmatively determined she is independent under Nasdaq standards, with no material relationships or related-party transactions identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sky Organics | Chief Financial Officer | 2021–Feb 2025 | Senior finance leadership, organic/natural products context |
| Newell Brands | Director, Global Operations & Productivity; Director of Commercial Finance, North America | 2008–2021 | Operations productivity; commercial finance responsibilities |
| Jarden Consumer Solutions (acquired by Newell) | Director-level roles | 2008–2021 (pre-acquisition period included) | Commercial finance and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in NEPH proxy | — | — | No current public-company board roles disclosed in NEPH 2025 DEF 14A |
Board Governance
- Election and term: Elected June 16, 2025; term ends in 2028 .
- Independence: Board determined Ms. Nettis is independent under Nasdaq rules, with no relevant transactions or relationships noted; independent directors include Harris, Lask, Spandow, and Nettis .
- Committee assignments: Upon election, Board anticipates Ms. Nettis will replace Alisa Lask as a member of the Audit Committee (Chair: Oliver Spandow), Compensation Committee, and Governance Committee; all are independent committees .
- Committee expertise: Audit Committee members are financially literate; Spandow designated audit committee financial expert .
- Board activity and attendance baseline: In 2024, the Board held six meetings; each director during 2024 attended at least 75% of Board and committee meetings; one director attended the 2024 annual meeting .
- Voting outcome signal: Election received 6,066,124 “For” votes vs. 84,178 “Withheld” (broker non-votes 2,654,001), indicating strong shareholder support .
- Board leadership: No named Chair in 2024; Board oversight conducted through Audit/Compensation/Governance committees .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual director cash retainer | $20,000 | FY2024 structure |
| Quarterly Board meeting fee | $1,500 per meeting | FY2024 structure |
| Audit Committee Chair retainer | $10,000 | FY2024; Chair also $1,000 per meeting, max eight meetings/year |
| Committee meeting fees | $1,000 per meeting (Audit; Special Committee) | FY2024 structure; Special Committee had no formation in FY2024 |
| Expense reimbursement | Reasonable expenses reimbursed | FY2024 structure |
| Equity in lieu of cash (observed) | Restricted stock (Amron, Spandow) | Director fees for 2024 paid in restricted stock to Amron and Spandow on Jan 1, 2025 |
Performance Compensation
| Award Type | Grant Policy | Vesting | Performance Metrics |
|---|---|---|---|
| Initial non-employee director option grant | Options equal to 0.0011 × fully diluted shares; strike = fair market value on grant date | Vests in three equal installments on grant date, first and second anniversaries | No performance conditions disclosed (time-based vesting) |
| Annual non-employee director option grant | Options equal to 0.0006 × fully diluted shares; strike = fair market value on grant date | Vests in three equal installments on grant date, first and second anniversaries | No performance conditions disclosed (time-based vesting) |
No director performance-conditioned metrics (e.g., TSR, EBITDA, ESG) are disclosed for Board members; awards are time-based options and, in some cases, restricted stock in lieu of cash retainers .
Other Directorships & Interlocks
- No other public-company directorships for Ms. Nettis are disclosed in NEPH’s 2025 proxy .
- Board-level investor rights context: Wexford Capital/affiliates may nominate two directors (Amron is current Wexford nominee; second seat vacant); Board must meet at least quarterly under the 2007 investor rights agreement .
- Independence review: Board found no disqualifying relationships for independent directors (including Nettis) .
Expertise & Qualifications
- Finance and operations expertise: Former CFO (Sky Organics); prior director roles in commercial finance and global operations/productivity .
- Education: B.S. in Accounting (Miami University, Ohio); MBA in Marketing and Corporate Strategy (University of Michigan) .
- Board’s rationale: “Extensive finance and management experience” aligned with NEPH’s business and structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lisa Nettis | 0 | <1% | As of April 22, 2025; outstanding shares 10,600,350 |
| Hedging/pledging | Prohibited | — | Insider Trading Policy prohibits pledging, short sales, and hedging transactions by directors |
Governance Assessment
- Strengths:
- Independence and committee coverage: Nettis will join Audit, Compensation, and Governance Committees, reinforcing independent oversight across financial reporting, pay, and nominations .
- Shareholder support: Strong “For” vote for her election, supportive advisory say-on-pay results (2024: ~99% approval; 2023: ~86%), signaling investor confidence in governance and pay programs .
- Clear insider conduct policies: Explicit prohibition on pledging/hedging for directors and officers enhances alignment and reduces risk .
- Watch items / potential red flags:
- Concentrated ownership and investor rights: Wexford Entities beneficially owned ~34% of shares; investor rights include board nomination powers and meeting provisions—heightened monitoring of independence dynamics, though Nettis herself was affirmed independent .
- Equity plan repricing discretion: The 2024 Equity Incentive Plan permits repricing/cancellation and re-grant actions with participant consent; while common in micro/small caps, repricing is often viewed as shareholder-unfriendly if applied broadly—monitor future use for directors .
- Attendance disclosure: Board-wide 2024 attendance met ≥75% threshold, but only one director attended the 2024 annual meeting—encourage visible engagement at stockholder meetings going forward .
Overall, Nettis brings seasoned finance/operations capabilities and has been affirmed independent, with strong election support; governance risks relate more to board-level ownership structures and plan design than to individual conflicts tied to Nettis herself .