Lauren Chung
About Lauren Chung
Independent director since 2021; Age 48. Dr. Chung is Audit Committee Chair, Nominating & Governance Committee Chair, and a member of the Compensation Committee. She is deemed an independent director by the Board; the Audit, Compensation, and Nominating & Governance Committees are composed solely of independent directors. Dr. Chung is considered an “audit committee financial expert” under SEC/Nasdaq rules. Education: Ph.D. in Neuropathology (Columbia University College of Physicians & Surgeons), M.B.A. (Columbia Business School), B.A. with honors in Biochemistry and Economics (Wellesley College).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MINLEIGH LLC | Chief Executive Officer | Since Nov 2019 | Identifies, evaluates and partners with companies for investments and strategic/operational opportunities |
| Yozma Group | Venture Partner | N/A disclosed | Venture partner (healthcare focus) |
| WestPark Capital | Equity Research Managing Director | May 2017 – Nov 2019 | Equity research leadership |
| Maxim Group | Equity Research (Analyst) | Aug 2016 – Apr 2017 | Equity research |
| Tokum Capital Management | Founder; COO & CCO | N/A disclosed | Built and operated a global healthcare investment fund |
| Institutional investment firms | Portfolio Manager | N/A disclosed | Managed healthcare investment portfolios |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Todos Medical Ltd. | Director | Current | Public company directorship |
| Cure Pharmaceutical Holding Corp. | Director | Aug 2019 – Nov 2021 | Prior public company board |
| UltraSight, Inc. | Director | Dec 2020 – Dec 2021 | Prior director (private) |
| AdiTxt, Inc. | Director | Jun 2021 – Dec 2021 | Prior public company board |
Board Governance
- Independence and roles: Independent director; Chair of Audit and Nominating & Governance; member of Compensation. Committees comprise only independent directors. Dr. Chung is designated an “audit committee financial expert.”
- Attendance and engagement: The Board met four times in 2023, and each incumbent director attended all Board and applicable committee meetings. The Audit Committee met four times.
- Policies and controls: Insider Trading Policy in place; Code of Ethics on file; hedging and pledging of company stock by directors is prohibited. Related-party transaction approvals require Audit Committee review.
- Leadership structure: Independent Chair of the Board (Peter O’Rourke); majority-independent Board.
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | “None of our executive officers or directors have received any cash compensation for services rendered to us” (pre-business combination). |
| Committee chair fees | $0 | Not paid pre-business combination. |
| Meeting fees | $0 | Not paid pre-business combination. |
| Other cash | $0 | Administrative fee to Sponsor for office/services terminated in 2023; not director-specific compensation. |
The proxy discloses no director cash compensation prior to completing a business combination; post-combination compensation, if any, would be determined by the combined company.
Performance Compensation
| Instrument/Plan | Grant Date | Shares/Units | Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|
| RSUs/PSUs | N/A | None disclosed | N/A | No director equity awards disclosed. |
| Options | N/A | None disclosed | N/A | No director equity awards disclosed. |
| Performance metrics | N/A | N/A | N/A | No performance plan metrics disclosed for directors. |
Other Directorships & Interlocks
| External Board | Role | Committees (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| Todos Medical Ltd. | Director | Not disclosed | No NVAC interlocks disclosed in proxy. |
| Cure Pharmaceutical Holding Corp. | Director (former) | Not disclosed | Prior service; no interlocks disclosed. |
| UltraSight, Inc. | Director (former) | Not disclosed | Prior service; private company. |
| AdiTxt, Inc. | Director (former) | Not disclosed | Prior service; no interlocks disclosed. |
Related-party transactions are governed by a Board-approved policy and require Audit Committee approval prior to entry. As Audit Chair, Dr. Chung oversees this process.
Expertise & Qualifications
- Capital markets and healthcare investing: Former equity research MD (WestPark), analyst (Maxim), and founder/COO/CCO of a healthcare investment fund; managed healthcare portfolios at institutional firms.
- Finance and oversight: Audit Committee Chair; designated audit committee financial expert.
- Education and technical domain: Ph.D. in Neuropathology (Columbia), M.B.A. (Columbia), B.A. in Biochemistry & Economics (Wellesley).
- Risk alignment safeguards: Company prohibits director hedging and pledging of shares.
Equity Ownership
| Item | Detail |
|---|---|
| NVAC common shares beneficially owned (direct) | 0 (no direct beneficial ownership reported) |
| Ownership % | <1% |
| Vested vs. unvested equity | Not applicable (no director equity awards disclosed) |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged | Prohibited by Board policy |
| Sponsor interests (potential) | Footnote states each director is a direct or indirect member of NorthView Sponsor I, LLC and disclaims beneficial ownership; founder shares would expire worthless if no business combination (potential conflict). |
Governance Assessment
-
Positives
- Independent director with robust committee leadership (Audit Chair; Nominating & Governance Chair) and “audit committee financial expert” designation.
- Strong attendance: 100% Board/committee attendance in 2023; indicates high engagement.
- Risk-mitigating policies: Prohibition on hedging/pledging; formal related-party transaction policy overseen by Audit Committee.
- No pre-combination director pay: Reduces short-term pay conflicts prior to a business combination.
-
Risk indicators and red flags
- Sponsor alignment/conflict: Founder shares (4,743,750) and Representative Shares (450,000) would expire worthless absent a business combination; proxies state Sponsor, directors and officers own/are members around these interests, creating incentives to extend/close a deal that may diverge from public shareholders’ preferences. Dr. Chung is identified as a direct or indirect Sponsor member (disclaims beneficial ownership).
- Voting control dynamic: For the March 2025 special meeting, Sponsor, directors, officers and Representatives collectively held ~88.3% of outstanding shares, and agreed to vote FOR the extension proposals—heightening entrenchment and minority-holder risk.
- Listing and execution risk: NVAC was delisted from Nasdaq on Dec 27, 2024 and trades on OTC Pink, which impairs liquidity and increases uncertainty around completing the Profusa business combination and meeting initial listing standards post-close.
- Process/controls concern: Documented late extension payments and acknowledgement that delays could contradict the Trust Agreement, with potential shareholder lawsuit risk. Management contributed amounts to offset unearned interest, but the risk signals governance/process weakness.
- Skin-in-the-game ambiguity: No direct beneficial ownership reported for Dr. Chung; while Sponsor membership is disclosed (with disclaimer), the absence of direct ownership could limit direct alignment with public holders.
Compliance note: The company reports timely Section 16(a) filings for 2023, indicating baseline compliance discipline.