Francis Duhay

About Francis Duhay

Independent Class I director at enVVeno Medical Corporation since October 2018; age 65 as of the 2025 record date. Board-certified in general (UCSF) and cardiothoracic surgery (Duke), former Chief Medical Officer at Edwards Lifesciences, and a medtech entrepreneur with 32 device patents and leadership across pivotal clinical trials, reimbursement and ISO cardiac valve standards work .

Past Roles

External Roles

Board Governance

• Independence: Board determined Francis Duhay is independent under Nasdaq Rule 5605(a)(2); serves on committees comprised entirely of independent directors .
• Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside Jenusaitis and Shrivastava . Not listed on Audit or Compensation Committees (Audit: Gray chair; Compensation: Shrivastava chair) .
• Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of board meetings and at least 67% of their committee meetings; 100% attendance at the Dec 18, 2024 annual meeting; policy requires directors to attend stockholder meetings barring extenuating circumstances .
• Leadership structure: CEO serves without a separate Board Chair; no Lead Independent Director designated; four of five directors are independent, providing oversight .

Fixed Compensation

Option award details (non-employee director program):

Notes:

• Non-employee director program: annual option award up to $37,500; new directors receive an initial grant (2,400 options plus RSUs up to $75,000) vesting over three years; Duhay’s 2018 initial awards are not detailed in the 2025 proxy .

Performance Compensation

• Director awards are time-based options; no director-specific performance metrics disclosed for vesting .
• Clawback: All cash and equity awards are subject to Rule 10D-1 clawback and the company’s Nasdaq-compliant policy .
• Change-in-control: Under the 2016 Plan, non-employee director awards fully vest on an accelerated basis with performance goals deemed satisfied at target; 2025 Plan provides Administrator discretion including acceleration or cash-out; non-employee director annual award limit set at $1,000,000 in initial year and $750,000 thereafter .

Representative performance metrics available under the equity plans (plan-level, not applied to director grants):

Other Directorships & Interlocks

Expertise & Qualifications

• Board-certified in general and cardiothoracic surgery; trained at UCSF and Duke .
• 32 surgical device patents; seminal work in minimally invasive cardiac surgery .
• Commercial execution: oversaw early transcatheter heart valve commercialization at Edwards (Ascendra) and scaled sales rapidly post-CE Mark .
• Clinical/regulatory leadership: led four US FDA pivotal trials; ISO cardiac valve standards contributions; supported TAVR reimbursement (codes/payment/coverage) .
• Medtech venture building: co-founded Koa Accel and led startups recognized by YC and MedTech Innovator; senior clinical/medical affairs leadership at Olympus .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with deep clinical, regulatory, and commercialization expertise directly relevant to NVNO’s venous valve programs; chairs Nominating & Corporate Governance, indicating leadership in board composition/refresh and governance standards .
  • Documented engagement: board and committee attendance thresholds met in 2024; 100% attendance at annual meeting; policy to attend stockholder meetings reinforces accountability .
  • Clawback policy adopted per Nasdaq and Rule 10D-1; committee independence across Audit, Compensation, and Nominating .

• Watch items / RED FLAGS:

  • Equity plan repricing authority: both legacy and new plans permit repricing/exchanges of options/SARs without stockholder approval—shareholder-unfriendly and potential misalignment risk if used .
  • Change-in-control acceleration: non-employee director awards fully vest (legacy plan at target), which can be viewed as entrenchment risk; 2025 plan allows broad Administrator discretion including acceleration or cash settlement .
  • Board leadership: no Chair or Lead Independent Director; while majority independent, lack of designated lead can dilute independent oversight robustness in sensitive periods .

• Compensation alignment:

  • Director pay mix skewed toward equity via annual option grants (grant-date FV $37,500) plus modest cash retainer ($32,500 in 2024), supporting long-term alignment; awards are time-based with quarterly vesting rather than performance-conditioned .

• Conflicts/related-party exposure:

  • No related-party transactions involving Duhay disclosed; overall related-party section lists investor transactions (Perceptive) but no director-related transactions beyond standard indemnification .

Overall: Duhay’s board independence, governance chair role, and clinical/regulatory depth support board effectiveness at a device company navigating FDA pathways. Repricing authority and CIC acceleration in equity plans are notable governance risks; investors should monitor any use of repricing and consider advocating for a Lead Independent Director to strengthen oversight .