Matthew Jenusaitis
enVVeno MedicalAbout Matthew M. Jenusaitis
Independent director at enVVeno Medical Corporation (NVNO) since September 2019; age 64 as of the 2025 record date. He has 30+ years in healthcare and medtech, currently serving as Chief Administrative Officer for UC San Diego Moores Cancer Center and UCSD Oncology since March 2015. Education: MBA (UC Irvine), MS Biomedical Engineering (Arizona State University), BS Chemical Engineering (Cornell). The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific | President, Peripheral Division | Jul 2003–Aug 2005 | Led peripheral portfolio; industry leadership |
| Warburg Pincus | Executive in Residence | Sep 2005–Mar 2006 | Strategic investment/operating support |
| ev3 | Senior Vice President | Apr 2006–Jul 2008 | Company later sold to Covidien, then acquired by Medtronic |
| OCTANe Foundation for Innovation | President & CEO | Jun 2009–Mar 2015 | Non-profit driving OC innovation ecosystem |
External Roles
| Organization | Role | Tenure | Outcome/Interlocks |
|---|---|---|---|
| UC San Diego Health System (Moores Cancer Center & UCSD Oncology) | Chief Administrative Officer | Mar 2015–present | Academic medical administration; no NVNO-related related-party transactions disclosed |
| Pulsar Vascular | Director | 2008–2017 | Sold to Johnson & Johnson |
| Creagh Medical | Director | 2008–2015 | Sold to SurModics |
| Precision Wire Components | Director | 2009–2014 | Sold to Creganna Medical |
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member). Chairs are Robert Gray (Audit), Dr. Sanjay Shrivastava (Compensation), and Dr. Francis Duhay (Nominating), indicating Jenusaitis is not a chair but serves on all three core committees .
- Independence: Board determined Jenusaitis is independent under Nasdaq Rule 5605(a)(2); all three committees meet SEC/Nasdaq independence requirements .
- Attendance and engagement: In 2024 the board met 5 times; all directors attended ≥75% of board meetings and ≥67% of committee meetings; annual meeting attendance was 100%, and directors are expected to attend all stockholder meetings barring extenuating circumstances. In 2023, all directors attended ≥75% of board and committee meetings; annual meeting attendance was 100% .
- Audit Committee engagement: Signed Audit Committee Report alongside other members in 2024 and 2025 proxies, evidencing active oversight participation .
- Board leadership: No board chair or lead independent director designated; CEO serves without a separate chair .
| Governance Activity | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 6 | 5 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 3 | 3 |
| Nominating & Corp Gov meetings | 0 | 0 |
| Annual meeting attendance | 100% | 100% |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2023 | 37,500 |
| 2024 | 37,500 |
Performance Compensation
| Grant Date | Options Granted (#) | Exercise Price ($) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Nov 30, 2022 (for 2023 service) | 8,403 | 6.70 | 37,500 | Vested in equal quarterly portions Mar 31–Dec 31, 2023 |
| Dec 5, 2023 (for 2024 service) | 13,856 | 3.59 | 37,500 | Vested in equal quarterly portions Mar 31–Dec 31, 2024 |
| Dec 18, 2024 (for 2025 service) | 19,752 | 2.57 | 37,500 | Vests in equal quarterly portions Mar 31–Dec 31, 2025 |
Company policy: Non-employee directors are granted options valued up to $37,500 per annum; newly appointed directors receive an initial award of ~2,400 options and RSUs worth up to $75,000, vesting over three years .
Other Directorships & Interlocks
| Company | Type | Relationship to NVNO |
|---|---|---|
| None current public company directorships disclosed | — | No current public-company interlocks disclosed for Jenusaitis |
Expertise & Qualifications
- Medtech operator and board experience across vascular devices; prior leadership at Boston Scientific and ev3; private equity exposure (Warburg Pincus) .
- Academic medical systems administration at UCSD; potential clinical ecosystem insights relevant to NVNO’s commercialization .
- Degrees: MBA (UC Irvine), MS Biomedical Engineering (Arizona State University), BS Chemical Engineering (Cornell) .
Equity Ownership
| Metric | 2024 (Record Date: Oct 21, 2024) | 2025 (Record Date: Oct 17, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 44,204 (includes options currently exercisable or within 60 days) | 72,102 (includes options currently exercisable or within 60 days) |
| Ownership as % of shares outstanding | <1% | <1% |
| Options included in beneficial ownership (#) | 37,279 (currently exercisable or within 60 days) | 55,557 (currently exercisable or within 60 days) |
| Section 16 compliance | All Forms 3/4/5 timely filed in 2023 and 2024 (company-wide) |
Governance Assessment
- Positive: Independent director serving on Audit, Compensation, and Nominating & Governance committees; committee composition meets SEC/Nasdaq independence standards; active audit oversight evidenced by signed committee reports .
- Positive: Consistent attendance at board and committee meetings; policy to attend stockholder meetings; 100% annual meeting attendance in 2023 and 2024 supports engagement .
- Positive: Say-on-pay approved in 2024; shareholders selected annual say-on-pay frequency, signaling ongoing investor oversight .
- Caution: No board chair or lead independent director; concentration of leadership in CEO may limit independent oversight leverage .
- Caution: Director equity holdings are <1% of shares outstanding; alignment relies on annual option grants rather than substantial share ownership .
- RED FLAG: The 2025 Equity Incentive Plan permits repricing of options/SARs without stockholder approval, which is shareholder-unfriendly and could weaken pay-for-performance discipline .
- Safeguard: Company has adopted a clawback policy consistent with Nasdaq rules; applies to cash and equity awards (including director awards) .
Related-party transactions: None disclosed involving Jenusaitis; largest RPT relates to Perceptive Life Sciences Master Fund financing; board discloses indemnification agreements and D&O insurance coverage typical for directors .