Jolie Kahn

About Jolie Kahn

Jolie Kahn served as Chief Financial Officer (CFO) of Ocean Biomedical (OCEA) through August 5, 2025, when she resigned without disagreement; she had been acting as CFO at least as early as May 30, 2024 based on multiple SEC signatures and Sarbanes-Oxley certifications . She is 60 years old and holds a BA from Cornell University and a J.D. magna cum laude from Benjamin N. Cardozo School of Law, with a career spanning corporate finance, securities law, and public company audits; she also serves as U.S. securities counsel for OCEA . During her tenure, management disclosed material weakness remediation efforts that included hiring her as CFO to strengthen disclosure controls, processes, and GAAP reporting . The proxy and company filings do not disclose executive TSR, revenue growth, or EBITDA growth metrics tied to her compensation .

Past Roles

External Roles

Fixed Compensation

• The proxy states: “There are no written agreements with the current CEO and CFO,” and does not provide base salary, target bonus, or bonus outcomes for the CFO; executive compensation tables are not populated with CFO specifics .

Performance Compensation

• OCEA sought shareholder approval for a 2025 Equity Incentive Plan reserving 30,000,000 shares, enabling grants of Options, Warrants, Restricted Stock, RSUs, and Preferred Stock; awards may be time- and/or performance-based, but no CFO-specific metrics, weightings, or targets were disclosed .
• Change-in-control mechanics in the plan allow Committee discretion to accelerate vesting and/or cash-out awards upon a qualifying transaction; this is plan-level, not CFO-specific .

Equity Ownership & Alignment

• The beneficial ownership table in the 2025 proxy lists directors and certain executives but does not provide an individual line for the CFO; thus, total beneficial ownership, pledged shares, and vested/unvested breakdown for Ms. Kahn are not disclosed .
• As of the record date (Feb 21, 2025), OCEA had 140,584,743 common shares outstanding; this frames potential ownership calculations, but CFO-specific holdings remain undisclosed .

Employment Terms

• Employment agreement: None; “There are no written agreements with the current CEO and CFO” (no severance, bonus multiples, or explicit change‑of‑control protections via contract) .
• Start/tenure evidence: CFO role evidenced by SEC signatures on multiple 8‑Ks in 2024 and Q1‑2025 SOX certifications; resignation effective August 5, 2025 with no disagreement .
• Internal controls: Management cited hiring Ms. Kahn to remediate material weaknesses in disclosure controls and GAAP reporting .
• Non‑compete, non‑solicit, garden leave, clawbacks, tax gross‑ups, deferred comp, pensions/SERP, perquisites: Not disclosed in the proxy .

Say‑on‑Pay & Equity Plan Votes (March 28, 2025 Annual Meeting)

Performance & Track Record

• CFO certifications: Ms. Kahn executed SOX 302 and 906 certifications on OCEA’s Q1‑2025 Form 10‑Q .
• Controls remediation: Management disclosed hiring Ms. Kahn as CFO and engaging consultants to remediate material weaknesses in internal control over financial reporting and disclosure controls .
• Listing status context: OCEA received multiple Nasdaq deficiency notices in late 2024 and 2025; OCEA later disclosed the CFO’s resignation on August 5, 2025 amidst listing issues (no disagreement) .

Compensation Structure Analysis

• Contract architecture: Absence of a written employment agreement for the CFO limits transparency on pay mix, severance, and change‑of‑control economics; pay‑for‑performance alignment cannot be evaluated from disclosed data .
• Equity framework: The 2025 Plan materially increases potential equity issuance capacity (30,000,000 shares) and includes discretionary vesting acceleration in change‑of‑control, but lacks disclosed CFO award grants or performance metric calibration for 2024–2025 .

Related Party & Governance Considerations

• Dual role: Proxy notes Ms. Kahn “still practices law on a limited basis, including serving as U.S. securities counsel for the Company,” a potential conflict that warrants board oversight (company maintains a related‑party transactions policy) .
• Director/committee coverage: Ms. Kahn is not listed as a director; audit, compensation, and nominating committees are chaired and composed by other directors per proxy .

Investment Implications

• Alignment and retention risk: The lack of a CFO employment agreement and undisclosed pay metrics reduce visibility into incentives and severance protections; her short documented tenure culminating in resignation during a period of listing stress elevates continuity risk .
• Dilution and overhang: The 2025 Plan’s 30,000,000‑share reserve expands equity capacity amid reverse‑split mechanics, potentially increasing future dilution; change‑of‑control acceleration is discretionary at Committee level .
• Controls remediation: Management tied Ms. Kahn’s hiring to remediation of material weaknesses; effectiveness remains a key fundamental lever for credibility and capital access .
• Governance watch‑items: Her concurrent role as U.S. securities counsel should be monitored under the related‑party policy; transparency in future proxies on executive pay structure and ownership would improve alignment assessments .