Todd Rokita
NANOVIRICIDESAbout Todd Rokita
Todd E. (“Todd”) Rokita, age 55, has served as an independent Director of NanoViricides, Inc. since May 2020. He currently serves as the Attorney General of the State of Indiana and previously co-owned Apex Benefits Group, Inc., where he was General Counsel and Vice President of External Affairs. He holds a B.A. from Wabash College (Eli Lilly Fellow) and a J.D. from Indiana University Robert H. McKinney School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Indiana | Attorney General | Current | Publicly elected position; legal leadership |
| Apex Benefits Group, Inc. | Co-owner; General Counsel & VP External Affairs | Prior (dates not specified) | Led legal strategy, ERISA/employment law, compliance; external messaging and outreach |
| U.S. House of Representatives (IN) | Member of Congress | 2011–2019 | Chairman, House Subcommittee on Early Childhood, Elementary, and Secondary Education; Vice Chairman, House Budget Committee; Member, Education & Workforce; Transportation & Infrastructure; House Administration; Steering Committee; Director, Republican Study Committee |
| State of Indiana | Secretary of State | 2003–2011 | Statewide executive role |
| Office of Indiana Secretary of State | COO & General Counsel | 2000–2002 | Operational and legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aircraft Owners and Pilots Association Foundation | Board Member | 2014–Present | Non-profit aviation foundation |
| Achieve International (Indianapolis, IN) | Board Member | 2012–2018 | Helps troubled teens |
| Saint Vincent Hospital Foundation | Board Member | 2011–2013 | Healthcare foundation |
| Indiana Council for Economic Education | Board Member | 2004–2010 | Education |
| Merchandise Warehouse, Inc. (Indianapolis, IN) | Advisory Board Member | 2019–Present | Private company |
| WishBone Medical, Inc. (Warsaw, IN) | Advisory Board Member | 2019–Present | Private medical device company |
| Acel 360, Inc. (Reston, VA) | Advisory Board Member | 2019–Present | Private company |
| Saint Joseph’s College (Rensselaer, IN) | Board of Trustees Member | 2007–2017 | Higher education |
| Veterans Airlift Command; Angel Flight | Volunteer pilot | 2011–Present | Medical/compassion flights for veterans/children |
Board Governance
- Independence: The Board determined Rokita is independent under NYSE American rules; he meets independence standards for committee service (Audit; Compensation; Nominating and Corporate Governance) .
- Board and Committee Activity: FY ended June 30, 2025—Board met 4 times and acted by unanimous written consent 2 times; Audit Committee met 4 times; Compensation Committee met 1 time; Nominating & Corporate Governance Committee met 1 time .
- Committee composition: Audit is solely independent and chaired by Brian Zucker (audit committee financial expert); Compensation and Nominating committees are majority independent .
| Committee | Role | Independence | FY2025 Meetings |
|---|---|---|---|
| Audit Committee | Member | Independent | 4 |
| Compensation Committee | Member/Chair | Independent (committee majority independent) | 1 |
| Nominating & Corporate Governance | Member | Independent (committee majority independent) | 1 |
The company has no formal policy on director attendance at annual meetings; directors are expected to attend the 2025 Annual Meeting .
Fixed Compensation
- Non-executive director cash retainer: $25,000 per year ($5,000 for first three fiscal quarters; $10,000 for fourth), inclusive of Audit Committee meetings and the Annual Meeting .
| Component (FY ended June 30, 2025) | Amount | Notes |
|---|---|---|
| Cash retainer | $25,000 | Includes Audit Committee meetings and Annual Meeting |
| Reimbursements | Actuals reimbursed | Business expenses reimbursed |
Performance Compensation
- Equity grants: Directors receive shares equal to $15,000 per year, payable in equal quarterly portions .
- Options: None awarded to Rokita in FY2025 .
- Performance metrics: No performance-based metrics (e.g., revenue, EBITDA, TSR) disclosed for director compensation; equity appears time-based and fixed-value .
| Equity Component (FY2025) | Grant Value | Form | Vesting/Timing |
|---|---|---|---|
| Stock awards | $15,000 | Shares (not specified as RSUs/DSUs) | Payable in equal quarterly portions |
| Performance Metric | Used in Director Pay? | Target/Definition | Notes |
|---|---|---|---|
| Financial (Revenue/EBITDA growth) | No | — | Not disclosed in proxy |
| Market-based (TSR percentile) | No | — | Not disclosed in proxy |
| ESG/Strategic goals | No | — | Not disclosed in proxy |
Other Directorships & Interlocks
- Current public company directorships: No public company boards are listed in the proxy biography; roles disclosed are private/non-profit/advisory .
| Company/Organization | Type | Role | Overlap with NNVC Stakeholders |
|---|---|---|---|
| WishBone Medical, Inc. | Private | Advisory Board Member | None disclosed |
| Merchandise Warehouse, Inc. | Private | Advisory Board Member | None disclosed |
| Acel 360, Inc. | Private | Advisory Board Member | None disclosed |
| Multiple non-profit boards | Non-profit | Director/Trustee | None disclosed |
Expertise & Qualifications
- Legal and regulatory leadership (Attorney General; Secretary of State; J.D.; extensive public service) .
- Governance and policy experience (U.S. House committee leadership; budget and education subcommittee chair roles) .
- Corporate compliance and ERISA/employment law expertise (Apex Benefits executive and board member) .
- Aviation community engagement and logistics exposure via non-profit volunteer pilot work .
Equity Ownership
| Holder | Common Shares | % of Class | Series A Preferred Shares | % of Class | % of Voting Power |
|---|---|---|---|---|---|
| Theodore Rokita | 41,039 | <1% | 0 | 0% | 0.2% |
As of the Record Date (Oct 3, 2025): 17,431,000 common shares and 905,717 Series A Preferred shares outstanding; each Series A share equals 9 votes .
Governance Assessment
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Strengths
- Independent director; serves across all three standing committees and chairs the Compensation Committee, supporting board oversight coverage .
- Audit Committee is solely independent and chaired by an SEC-defined financial expert (Zucker), bolstering financial reporting oversight; Rokita is financially literate under NYSE American standards .
- Modest director pay structure (cash $25,000; stock $15,000; total $40,000 for FY2025), with equity grants providing some alignment; Rokita beneficially owns 41,039 common shares .
-
Watch items / RED FLAGS
- Related-party exposure at company level: CFO Meeta Vyas is married to President/Chairman Anil Diwan; compensation history and benefits for CFO disclosed (e.g., health insurance reimbursement), indicating ongoing related-party considerations .
- Concentrated voting power: TheraCour Pharma, Inc. holds 75.3% of Series A Preferred (26.7% aggregate voting power); Anil Diwan has investment and dispositive power over TheraCour-held shares—potential governance influence concentration .
- Committee cadence: FY2025 saw only one meeting each for Compensation and Nominating & Corporate Governance committees; ongoing monitoring of committee activity and outputs is advisable .
- Dual responsibilities: Rokita’s current role as a state Attorney General implies significant time commitments; board should continue to monitor engagement and attendance (proxy notes expectation to attend Annual Meeting; no per-director attendance rates disclosed) .
-
Implications for investors
- Board independence framework is in place and committee structure meets NYSE/SEC standards; however, related-party and voting power concentration warrant heightened scrutiny on board decision-making independence and compensation oversight .