Brian Zucker
NANOVIRICIDESAbout Brian Zucker
Brian Zucker, age 63, is an independent director of NanoViricides, Inc. since November 2020 and currently serves as Chair of the Audit Committee; he is a CPA with over thirty years in securities industry accounting and finance, including prior roles at Deloitte Haskins & Sells and Price Waterhouse, and is a Partner at CFO Financial Partners and RRBB Accountants & Advisors; he also serves as CFO of EIG Energy Partners Capital Markets LLC and is on the board of the National Investment Banking Association (NIBA) . He holds a B.S. in Public Accounting from Pace University and multiple FINRA licenses; NNVC’s board has determined he is independent under NYSE American rules and he is identified as the audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Haskins & Sells | Senior Consultant | 1983–1986 | Securities industry consulting experience |
| Price Waterhouse | Senior Consultant | Jan 1987–Sep 1989 | Securities industry consulting experience |
| Atlantis Business Development Corp. (ABDV) | President & Chairman | Previously (dates not disclosed) | Executive leadership; public company background |
| Natcore Solar Technology, Inc. (NTCXF) | CFO | Previously (dates not disclosed) | Public company finance role |
| American Frontier Financial Corp. (EVIS) | Managing Director | Previously (dates not disclosed) | Corporate finance role |
| EIG Energy Partners Capital Markets, LLC | CFO | Since May 2018 | Energy capital markets finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CFO Financial Partners, LLC | Partner | Since Oct 2011 | Outsourced CFO and financial operations services |
| RRBB Accountants & Advisors (Rosenberg Rich Baker Berman & Co.) | Partner | Concurrent | Full-service accounting and advisory firm |
| National Investment Banking Association (NIBA) | Director (Board) | Current | Industry association board role |
| EIG Energy Partners Capital Markets, LLC | CFO | Since May 2018 | Ongoing CFO role |
Board Governance
- Independence: The board determined Zucker is independent under NYSE American rules; he also meets Audit Committee independence standards under SEC Rule 10A-3 .
- Committees and chair roles: Zucker chairs the Audit Committee and is a member of the Compensation and Nominating & Corporate Governance Committees. Jawadekar chairs Nominating; Rokita chairs Compensation .
- Audit expertise: The board designated Zucker as the “audit committee financial expert” .
- Engagement: FY2025 meetings — Board (4), Audit (4), Compensation (1), Nominating (1) . FY2024 meetings — Board (4), Audit (4), Compensation (1), Nominating (1) .
| Committee | Role | FY2025 Meetings | FY2024 Meetings |
|---|---|---|---|
| Audit | Chair; Member | 4 | 4 |
| Compensation | Member | 1 | 1 |
| Nominating & Corporate Governance | Member | 1 | 1 |
| Shareholder Vote Outcomes | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-election of Brian Zucker (Dec 7, 2024 Annual Meeting) | 2,088,483 | 139,413 | — | 3,813,361 |
| Say-on-Pay (Jan 13, 2024 Annual Meeting) | 5,572,378 | 788,423 | 25,933 | 3,056,966 |
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Equity (Grant Date Fair Value) | Total | Notes |
|---|---|---|---|---|
| FY2025 | $25,000 | $15,000 | $40,000 | Paid quarterly; includes Audit Committee meetings and Annual Meeting |
| FY2024 (as disclosed for FY2023) | $25,000 | $15,000 | $40,000 | Paid quarterly; same structure |
| Policy (2025) | $25,000 annually | $15,000 annually | — | Quarterly installments, expenses reimbursed |
Performance Compensation
- Equity awards to directors are time-based annual grants with quarterly vesting; NNVC does not disclose performance metrics attached to director equity (no RSUs/PSUs with performance conditions for directors) . | Metric | FY2025 | FY2024 | |--------|--------|--------| | Performance-linked director metrics | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- Current boards: NIBA board of directors .
- No other current public company directorships disclosed for Zucker in NNVC’s proxy; prior roles include ABDV (President & Chairman), Natcore Solar (CFO), and American Frontier Financial (Managing Director) .
Expertise & Qualifications
- CPA (NJ and NY), multiple FINRA licenses; extensive public company accounting and broker-dealer operations experience; designated audit committee financial expert .
- Senior consulting experience at Deloitte Haskins & Sells and Price Waterhouse; CFO roles including EIG Energy Partners Capital Markets LLC since May 2018 .
- Education: B.S. in Public Accounting, Pace University .
Equity Ownership
| Date (Record) | Common Shares Beneficially Owned | % of Class (Common) | Series A Preferred | % of Class (Series A) | % Voting Power | Notes |
|---|---|---|---|---|---|---|
| Oct 3, 2025 | 39,786 | <1% (“*”) | 0 | 0 | 0.2% | No options/RSUs outstanding |
| Oct 9, 2024 | 28,746 | 0.2% | 0 | 0 | 0.1% | No options/RSUs outstanding |
- Options/RSUs: None outstanding for Zucker per outstanding equity awards tables .
- Pledging/Hedging: No pledging or hedging disclosures specific to Zucker; NNVC code of ethics addresses conflicts generally .
- Insider transactions: No Form 4 transaction activity found via insider-trades skill (2023–2025); an administrative Form 4 (Jan 28, 2025) reported his ownership percentage fell below the reporting threshold, indicating no ongoing reporting requirement at that time pending future changes .
Governance Assessment
- Effectiveness: Zucker’s audit chair role, formal designation as audit committee financial expert, and deep CPA/FINRA background strengthen financial oversight and internal controls, appropriate for a small-cap biotech with complex related-party arrangements .
- Alignment: Director pay is modest ($40k total) with an equity component ($15k), but absolute ownership remains de minimis (<1%); alignment is moderate though constrained by company size and policy (no director ownership guideline disclosed) .
- Independence and engagement: Confirmed independent; active across all three key committees; meeting cadence is consistent; re-election vote showed broad shareholder support (2.09M For vs 0.14M Against) .
- Potential conflicts: No Zucker-specific related-party transactions disclosed; board-level conflicts are present via TheraCour (controlled by Chairman Diwan) and the CFO’s spousal relationship to the Chairman. Governance policies state recusals and DGCL §144 processes are used; continued vigilant audit oversight is warranted (RED FLAG at board level, not about Zucker individually) .
RED FLAGS
- Significant related-party dependencies with TheraCour (licensing, development fees, milestone payments, convertible notes), controlled by the Chairman; CFO is spouse of the Chairman .
- No disclosed director ownership guidelines; small absolute director holdings and no performance-linked director equity .
Positive signals
- Audit Committee chaired by an identified financial expert (Zucker); consistent committee meeting frequency; strong shareholder support for Zucker’s re-election and acceptable say-on-pay approval .
Notes on Data Coverage
- Director attendance rates (per-director) not disclosed; only meeting counts provided .
- Director-specific performance metrics, clawbacks, severance, hedging/pledging policies, and ownership guidelines for directors not disclosed; NNVC’s Code of Ethics and committee charters outline general governance practices .