Jonathan Schechter
OBLGAbout Jonathan Schechter
Jonathan Schechter (age 51) joined OBLG’s Board in May 2023 and has served as Chairman of the Board since December 18, 2024 . He is a partner at The Special Equities Group (a division of Dawson James Securities) since April 2021 and a founding partner of The Special Equities Opportunity Fund since August 2019 . Schechter is deemed an “audit committee financial expert” under SEC rules given his capital markets and financial statement analysis experience . He holds an A.B. in Public Policy/Political Science from Duke University and a J.D. from Fordham University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Special Equities Group (Dawson James Securities) | Partner | Apr 2021–present | Capital markets experience; supports “audit committee financial expert” designation |
| The Special Equities Opportunity Fund | Founding Partner | Aug 2019–present | Direct investments in micro-cap companies; strengthens financial acumen |
| TAO Synergies Inc. (Nasdaq: TAOX) | Director (prior) | Not disclosed | Prior public board experience |
| DropCar, Inc. | Director (prior) | Not disclosed | Prior public board experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| PharmaCyte Biotech, Inc. (Nasdaq: PMCB) | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined all directors other than CEO Peter Holst are independent under Nasdaq standards; Schechter is independent .
- Board leadership: Schechter has served as Chairman of the Board since December 2024 (succeeding Holst) .
- Committees: Audit (members: Adelman—chair, Schechter, Meredith) met 4 times in FY 2024; Schechter is an audit committee financial expert . Compensation (members: Schechter—chair, Adelman, Meredith) met/acted by written consent 2 times in FY 2024 . Nominating (members: Meredith—chair, Adelman, Schechter) met/acted 1 time in FY 2024 .
- Attendance: The Board met/acted 8 times in FY 2024; each director attended ≥75% of Board and applicable committee meetings .
- Executive sessions: Corporate Governance Guidelines provide for regular executive sessions of non-management directors .
- Risk oversight: Committees oversee risks within their remit (audit: financial reporting/internal controls; compensation: pay practices; nominating: Board performance) and report to the Board .
Fixed Compensation
| Year/Plan Element | Amount | Notes |
|---|---|---|
| FY 2024 – Non-employee director annual cash retainer | $20,000 | Payable quarterly; director could elect cash or restricted stock for retainer |
| FY 2024 – Chairman of the Board cash | $20,000 | Payable quarterly |
| FY 2024 – Committee chair cash (Audit) | $10,000 | Payable quarterly |
| FY 2024 – Committee chair cash (Compensation) | $5,000 | Payable quarterly |
| FY 2024 – Committee chair cash (Nominating) | $5,000 | Payable quarterly |
| FY 2024 – Non-chair committee member cash | $3,000 per standing committee | Payable quarterly |
| FY 2024 – Schechter total fees earned | $31,778 | No stock awards in 2024 |
| Effective Jan 1, 2025 – Non-employee director annual cash retainer | $50,000 | Amended plan |
| Effective Jan 1, 2025 – Chairman of the Board cash | $30,000 | Amended plan |
| Effective Jan 1, 2025 – Committee chair cash (Audit) | $15,000 | Amended plan |
| Effective Jan 1, 2025 – Committee chair cash (Compensation) | $10,000 | Amended plan |
| Effective Jan 1, 2025 – Committee chair cash (Nominating) | $7,500 | Amended plan |
| Effective Jan 1, 2025 – Non-chair committee member cash | $5,000 per standing committee | Amended plan |
Performance Compensation
| Element | Grant Practice | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|
| Annual director equity awards (Restricted Stock or RSUs) | Normally granted at annual meeting; prorated from appointment to next annual meeting | Vest on first anniversary, or earlier upon certain termination events or change in control | Vested RSUs settle into common stock 1-for-1 upon earliest of 10th anniversary, change in control, or director’s separation | None disclosed for directors; 2024 showed no equity awards outstanding for any director |
Other Directorships & Interlocks
| Company | Relationship to OBLG | Potential Interlocks/Conflicts |
|---|---|---|
| PharmaCyte Biotech (PMCB) | None disclosed | No overlap disclosed with OBLG customers/suppliers; committees not disclosed |
| TAO Synergies (TAOX) | Prior directorship | No overlap disclosed |
| DropCar, Inc. | Prior directorship | No overlap disclosed |
| The Special Equities Group (SEG), Dawson James Securities | SEG acted as placement agent for OBLG’s March 2023 financing prior to Schechter’s board appointment; received ~$511,000 cash fee (8% of proceeds) and 153,470 placement agent warrants at $3.41 exercise price; additional ~$206,000 fees from warrant exercises Apr 2023–Dec 31, 2024; Schechter did not receive any of the fees | Potential perceived conflict mitigated by independent Board review per policy; transaction predates his appointment; ongoing payments followed engagement terms; independent directors review related-party transactions |
Expertise & Qualifications
- Audit committee financial expert under SEC rules, with capital markets and financial analysis experience .
- Education: A.B. Duke University; J.D. Fordham University School of Law .
- Sector exposure: Healthcare/biotech, technology, clean-tech from investment banking and fund roles .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Percent of Class | Breakdown | Terms |
|---|---|---|---|---|
| Jonathan Schechter | 76,351 | 2.34% (based on 3,207,210 shares outstanding as of Oct 31, 2025) | 15,000 common shares; 61,351 warrants | Warrants exercise price $3.41; expire Sep 30, 2028 |
| Shares Outstanding (reference) | 3,207,210 | — | — | — |
- Hedging policy: Company prohibits hedging/monetization, short sales, and derivatives unless pre-approved by CFO .
- Pledging: No pledging disclosed in the proxy; no director pledging noted .
Insider Trades
| Date (Form 4) | Security | Quantity | Price/Exercise | Expiration | Notes |
|---|---|---|---|---|---|
| Sep 17, 2025 (filed) | Common Stock + Warrants | 15,000 shares; 61,351 warrants | $3.41 exercise price for warrants | Sep 30, 2028 (warrants) | Ownership reported in Form 4; basis for beneficial ownership in proxy |
Governance Assessment
- Board effectiveness: Schechter chairs the Board and the Compensation Committee, sits on Audit and Nominating, with committees meeting regularly (Audit: 4; Comp: 2; Nom: 1 in FY 2024) and Board meeting/acting 8 times; each director maintained ≥75% attendance, supporting engagement .
- Independence: Board affirms independence of all non-management directors including Schechter; executive sessions of non-management directors bolster oversight .
- Compensation alignment: 2024 director pay was modest and cash-heavy for Schechter ($31,778; no stock awards outstanding); 2025 plan increases cash retainers and specifies annual equity grants with time-based vesting and structured settlement, improving potential ownership alignment though not performance-linked .
- Related-party exposure: SEG placement agent work (fees and warrants) predates Schechter’s appointment; subsequent fees tied to warrant exercises under engagement letter; policy requires independent review; disclosure states Schechter did not receive any fees. Still, this is a perceived conflict to monitor.
- RED FLAG: Prior and ongoing payments to SEG related to OBLG financings create potential perceived conflict; mitigated by independent Board review and explicit disclosure that Schechter did not receive fees .
- Risk controls: Audit committee composition (all independent; financial literacy; multiple “financial experts”) and clear risk oversight responsibilities support governance quality .
Overall, Schechter brings capital markets and financial expertise and is engaged across key committees. The primary governance watchpoint is the historical and ongoing engagement with SEG; continued independent review and transparency, plus clear recusal where appropriate, are important to sustain investor confidence .