Makarand Jawadekar
NANOVIRICIDESAbout Makarand “Mak” Jawadekar
Independent director of NanoViricides, Inc. since February 2020; age 74. He brings 35+ years of pharma industry experience spanning R&D, CMC, clinical supply, alliance management, and external partnerships, with global exposure across the U.S., Europe, India, Japan, and China. He holds a Ph.D. in Pharmaceutics from the University of Minnesota and an honorary D.Sc. from DYP Mumbai University (India) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer (Global R&D) | Progressively senior technical, management, and business development roles; Director, Portfolio Management & Analytics; VP, Asia Colleague Resource Group | 1982–2010 | Led technology assessment, CMC strategy, alliance management, manufacturing scale-up, clinical supply; created multiple R&D partnerships and JVs . |
| Independent Consultancy | Strategic advisor to pharma/biotech companies | 2010–present | Advisory on alliance management, outsourcing, benchmarking, performance metrics, CMC and pharmaceutical sciences . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Preveceutical Medical Inc. (CSE: PREV) | Independent Board Member | Public | Current directorship . |
| Cardax, Inc. (OTC: CDXI) | Independent Board Member | Public | Current directorship . |
| Actinium Pharmaceuticals (NYSE American: ATNM) | Strategic/Scientific Advisory Board | Public | Advisory position (not a board directorship) . |
| Saama Technologies, Diant Pharma, Tonino Lamborghini SpA | Advisory Board Member | Private | Strategic/scientific advisory roles . |
| Abilities Inc. (non-profit) | Board Member | Non-profit | Board position . |
Board Governance
- Independence: The Board determined Dr. Jawadekar is independent under NYSE American rules; he serves on committees composed solely of independent directors .
- Committee assignments (FY2025): Compensation Committee Member; Nominating & Corporate Governance Committee Member/Chair; not on Audit (Audit is fully independent and chaired by Brian Zucker) .
- Board/committee activity: Board met 4 times; Audit met 4 times; Compensation met 1 time; Nominating & Corporate Governance met 1 time (FY2025) .
- Years of service: Independent director since February 2020 .
| Committee | Role |
|---|---|
| Compensation | Member . |
| Nominating & Corporate Governance | Member/Chair . |
| Audit | Not a member . |
Fixed Compensation
| Component (USD) | FY2023 | FY2025 |
|---|---|---|
| Cash retainer | $25,000 | $25,000 |
| Equity retainer (shares equal to) | $15,000 | $15,000 |
| Total | $40,000 | $40,000 |
Notes:
- Structure: $5,000 per quarter in the first three fiscal quarters and $10,000 in Q4 (covers Audit Committee and Annual Meeting); equity paid quarterly in shares equal to $15,000 annually .
Performance Compensation
| Equity/Bonus Component | Performance Metrics | Vesting/Timing | Notes |
|---|---|---|---|
| Director equity grant (annual shares equal to $15,000) | None disclosed (not performance-conditioned) | Paid in equal quarterly installments | No options or PSUs disclosed for directors . |
- No director meeting fees beyond the retainer structure disclosed .
Other Directorships & Interlocks
- Current public boards: Preveceutical Medical Inc. (CSE: PREV); Cardax, Inc. (OTC: CDXI) .
- Advisory roles (not board seats): Actinium Pharmaceuticals (NYSE American: ATNM), Saama Technologies, Diant Pharma, Tonino Lamborghini SpA .
- Related-party/transaction exposure: Company disclosures list related-party transactions primarily with TheraCour Pharma (controlled by NNVC’s President/Chair), CFO spousal relationship, and Karveer Meditech; no related-party transactions involving Dr. Jawadekar are disclosed .
Expertise & Qualifications
- Deep domain expertise across pharmaceutics, drug delivery, CMC, clinical supply, and alliance management, with global operating experience (U.S., EU, India, Japan, China) .
- Academic credentials: Ph.D. in Pharmaceutics (University of Minnesota); honorary D.Sc. (DYP Mumbai University, India) .
- Board skills: Governance leadership as Nominating & Corporate Governance Chair; service on Compensation Committee .
Equity Ownership
| Metric | Oct 9, 2024 | Oct 3, 2025 |
|---|---|---|
| Common shares beneficially owned | 30,496 | 41,536 |
| % of common shares outstanding | 0.2% | <1% (asterisk denotes less than 1%) |
| Series A preferred shares | 0 | 0 |
| % of total voting power | 0.1% | 0.2% |
| Shares pledged | Not disclosed | Not disclosed |
Additional note: Disclosed outstanding holdings as of June 30, 2025 included 41,536 common shares for Dr. Jawadekar, consistent with the Oct 2025 table .
Governance Assessment
Strengths
- Independence and committee leadership: Determined independent; chairs Nominating & Corporate Governance and serves on Compensation—key oversight roles for board composition, governance policy, and executive pay .
- Engagement signals: Board and committees met during FY2025 (Board 4x; Audit 4x; Compensation 1x; Nominating 1x); director compensation structure is modest with a meaningful equity component paid in stock, supporting alignment .
- Experience relevance: Extensive CMC/R&D and alliance expertise useful for NNVC’s outsourced development/licensing model .
Watch items / RED FLAGS (company-level context to monitor)
- Significant related-party concentration: Extensive licensing, development fees, milestone equity/cash obligations, and manufacturing rights with TheraCour (controlled ~90% by NNVC’s President/Chair); TheraCour also holds voting Series A preferred stock (9 votes/share), amplifying insider voting power. This raises structural conflict risk; the board says interested directors recuse and policies follow DGCL §144, but it remains a material governance exposure .
- Additional insider financing: Related-party standby line of credit provided by the President/Chair (12% interest), extended through March 31, 2027; undrawn as of the proxy date. Continues dependence on insider-provided capital, albeit with board approval required for draws .
- Family relationship in management: CFO is spouse of President/Chair; the company discloses policies and reimbursements; compensation/benefits details are provided, but this dynamic heightens independence scrutiny for audit/comp governance .
Compliance/other signals
- No director legal proceedings disclosed in the last ten years; Section 16 filings reported as timely .
- Committee independence affirmed; Audit Committee chaired by an “financial expert” (Brian Zucker) .
Overall implication: Dr. Jawadekar’s independence, governance chair role, and pharma/CMC expertise are positives for board effectiveness. However, NNVC’s concentrated related-party structure (TheraCour, insider voting power, insider financing, family ties) is a persistent governance overhang—his Nominating & Governance leadership makes his continued active oversight and robust recusals particularly important for investor confidence .