Oliver Spandow
About Oliver Spandow
Oliver Spandow (age 53 as of 4/22/25) has served on Nephros’s Board since August 2018. He is the Chief Financial Officer, Executive Vice President, and a board member of IDOC, LLC, with prior senior finance and general management roles at Johnson & Johnson’s Vision Care businesses and early-career consulting at Price Waterhouse; he holds a B.S. in Finance (University of Connecticut) and an MBA (Duke Fuqua). He is the Audit Committee Chair and an SEC-defined “audit committee financial expert,” and the Board has affirmatively determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Vistakon/ Vision Care) | General Manager, UK & Ireland; VP Strategic Accounts & Business Insights (USA); VP Finance & CFO (USA) | 15 years (dates not individually disclosed) | Led finance and commercial roles; involved in acquisitions, divestments, licensing deals |
| Price Waterhouse | Management Consultant | Not disclosed | Strategy/finance consulting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDOC, LLC (optometry-based consulting/member services) | CFO, EVP, and Board Member | Since Dec 2014 | Private company; no related-party transactions with NEPH disclosed |
Board Governance
- Independence: Board determined Spandow is independent; no disqualifying relationships with the Company, its senior management, or auditors were found.
- Board activity and attendance: The Board met six times in 2024 and acted by unanimous written consent twice; each director attended at least 75% of Board and applicable committee meetings. Only one director attended the 2024 annual meeting; individual attendance by director not disclosed.
- Board leadership: No named Chairman of the Board during 2024.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair; member | 4 | Board determined Spandow qualifies as “audit committee financial expert” |
| Compensation Committee | Member | 3 (plus 1 written consent) | Assists with exec comp, succession, and equity plans |
| Nominating & Corporate Governance | Not a member | 1 (plus 1 written consent) | Committee membership: Joseph Harris and Alisa Lask; post-2025 meeting, Lisa Nettis expected to replace Lask |
Fixed Compensation
- 2024 Director fee framework: $20,000 annual retainer; $1,500 per quarterly Board meeting attended; Audit Committee Chair retainer $10,000; $1,000 per Audit Committee meeting (max eight); Special Committee fees if formed ($10,000 retainer; $1,000 per meeting). Director fees for Arthur Amron and Oliver Spandow were paid in restricted stock on January 1, 2025 in lieu of cash.
| Component (2024) | Spandow Amount | Basis/Timing |
|---|---|---|
| Annual cash retainer | Paid in restricted stock (part of $48,864) | Paid Jan 1, 2025 in stock in lieu of cash |
| Audit Chair retainer | Paid in restricted stock (part of $48,864) | Paid Jan 1, 2025 in stock in lieu of cash |
| Meeting fees (Board/Audit) | Paid in restricted stock (part of $48,864) | Paid Jan 1, 2025 in stock in lieu of cash |
| Restricted stock awards (reported) | $48,864 | Grant made Jan 1, 2025 for 2024 fees |
| Total director compensation (2024) | $65,388 | Restricted stock $48,864; options $16,524 |
Performance Compensation
- Non-employee director option program: Initial option grant equals 0.0011 × fully diluted shares; annual option grant equals 0.0006 × fully diluted shares; options vest in three equal installments on the grant date, first anniversary, and second anniversary.
- 2024 reported option awards for Spandow: $16,524 (includes annual director option for 2023 service granted May 14, 2024, and annual director option for 2024 service granted Jan 1, 2025).
| Grant/Event | Date | Description | Reported Value |
|---|---|---|---|
| Annual director option (2023 service) | May 14, 2024 | Standard annual non-employee director option grant | Included in $16,524 |
| Annual director option (2024 service) | Jan 1, 2025 | Standard annual non-employee director option grant | Included in $16,524 |
| Vesting schedule | Various | 1/3 at grant, 1/3 at 1st anniversary, 1/3 at 2nd anniversary | Policy detail |
| Option Holdings (as of 12/31/2024) | Count |
|---|---|
| Vested options (exercisable) | 41,268 |
| Unvested options | 14,292 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| IDOC, LLC | Private | CFO, EVP, Director | None disclosed with Nephros |
| Other public company boards | — | — | None disclosed |
- Board/shareholder influence: Wexford-related entities own ~34% of NEPH; Wexford has rights to nominate two directors and convene Board meetings if required; Arthur H. Amron (special limited partner/consultant to Wexford) is a current director and not independent. No specific Wexford-related conflicts noted for Spandow.
Expertise & Qualifications
- Financial leadership: CFO experience; deep finance background; designated SEC “audit committee financial expert.”
- Medical device/commercial operations: Experience in scaling organizations in the medical device space and executing M&A/licensing transactions.
- Governance/oversight: Chairs Audit; financially literate; experience with accounting, controls, and auditor oversight.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 163,264 shares | Includes 48,419 shares issuable upon exercise of options; represents ~1.5% of outstanding as of 4/22/25 (10,600,350 shares) |
| Options – exercisable (as of 12/31/24) | 41,268 | Vested |
| Options – unvested (as of 12/31/24) | 14,292 | Unvested |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits pledging, short sales, hedging, and puts/calls for officers/directors/employees |
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; Board recorded that all directors met at least 75% attendance in 2024; committee cadence appears appropriate (Audit 4; Comp 3).
- Alignment: 2024 director fees paid in restricted stock for Spandow, increasing equity exposure; option grants with standard vesting schedule provide ongoing alignment.
- Shareholder signal: Say-on-pay approval ~99% in 2024 indicates broad support for compensation governance.
- Controls/insider conduct: Explicit prohibition on pledging/hedging; structured option grant timing to avoid MNPI issues.
- Potential red flags:
- Concentrated ownership and investor rights: Wexford entities hold ~34% and maintain nomination/meeting rights; one Wexford-affiliated director is not independent—monitor influence dynamics and potential conflicts at the Board level (no specific issues tied to Spandow disclosed).
- Annual meeting engagement: Only one director attended the 2024 annual meeting—limited visible engagement; individual director attendance at the annual meeting not disclosed.
Related Party Transactions
- None involving Spandow disclosed since the beginning of fiscal 2023. Wexford-related fee redirection pertains to director Amron; no transactions above thresholds aside from noted Wexford relationships.
Compensation Program Notes for Directors
| Element | Policy |
|---|---|
| Initial option grant | 0.0011 × fully diluted shares; FMV exercise price; vest in three equal installments at grant, 1st, and 2nd anniversaries |
| Annual option grant | 0.0006 × fully diluted shares; FMV exercise price; same vesting pattern |
| Cash fees | $20,000 retainer; $1,500 per quarterly Board meeting; Audit Chair: $10,000 retainer; $1,000 per Audit meeting (max eight) |
Committee Composition Changes (Forward-Looking)
- Post-2025 Annual Meeting expectation: Lisa Nettis to replace Alisa Lask on Audit and Compensation Committees; Spandow remains Audit Chair.
Say-On-Pay & Shareholder Feedback
| Year | Outcome | Notes |
|---|---|---|
| 2024 | ~99% approval | Annual advisory vote; Board believes compensation policies align with long-term goals |
Additional Board Activity
| 2024 Board/Committee Activity | Count/Detail |
|---|---|
| Board meetings | 6; 2 actions by unanimous written consent |
| Audit Committee | 4 meetings |
| Compensation Committee | 3 meetings; 1 written consent |
| Governance Committee | 1 meeting; 1 written consent |