Natasha Giordano
ORAGENICSAbout Natasha Giordano
Natasha Giordano was appointed as a non-employee director of Oragenics (OGEN) effective September 1, 2025, bringing deep commercialization and general management experience across pharmaceuticals, healthcare services, and life sciences technology . She holds a B.S. in nursing from Wagner College and has held senior leadership roles including CEO and President positions in specialty pharma and healthcare companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PLx Pharma Inc. (NASDAQ: PLXP) | President & CEO; Director | Jan 2016 – Jul 2023 | Led late-stage specialty pharma commercialization |
| ClearPoint Learning, Inc. | Chief Executive Officer; Director | CEO: May 2015 – Nov 2015; Director: Dec 2009 – Nov 2015 | Led private learning/training platform; governance experience |
| Healthcare Corporation of America (NYSE: HCA) | Chief Executive Officer | Jan 2014 – Aug 2014 | Led major healthcare provider operations |
| Xanodyne Pharmaceuticals, Inc. | COO; later CEO, President, Director | Jun 2009 – Aug 2012 | Specialty pharma in pain mgmt & women’s health |
| Cegedim Dendrite (Dendrite International Inc.) | President, Americas; SVP Global Customer BU | President: 2007–2008; SVP: 2004–2007 | Global tech services; commercial and customer ops leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incora Health | Board Chair | Since Jul 2, 2025 | Board leadership; health tech focus |
| Afaxys Inc. | Director; Compensation Committee Member | Since Aug 2024 | Governance and compensation oversight |
| Matinas BioPharma (NYSE: MTNB) | Director | Sep 2020 – Feb 2025 | Public company board experience |
| Aqtual, Inc. | Strategic Advisor | Current | Advisory support |
| Omeza | Strategic Advisor | Current | Advisory support |
Board Governance
- Appointment: Independent non-employee director, effective Sep 1, 2025; stands for re-election at next annual meeting .
- Independence: No related-party transactions reportable under Item 404(a) at appointment; board determines independence per NYSE American standards (company-wide policy) .
- Committees: As of the 2025 proxy (pre-appointment), Audit members were Pope (Chair), Telling, Dunton, Gandolfo; Compensation members were Dunton (Chair), Telling, Pope, Gandolfo; Nominating members were Koski, Dunton, Telling (Chair). Giordano’s committee assignments were not disclosed in the appointment 8-K .
- Attendance: In 2024, all directors attended ≥75% of board and committee meetings; Giordano joined after that period .
- Board leadership: Chair is an independent director (Charles L. Pope); independent directors hold executive sessions .
Fixed Compensation
| Component | Terms | 2025 (Pro-rata) |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 per year for non-employee directors | $3,750 per month for Sep–Dec 2025; total $15,000 |
| Committee Membership Fees (cash) | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 (members); Chairs: Audit $20,000; Compensation $15,000; Nominating $10,000; Board Chair $40,000 | TBD (not yet disclosed for Giordano) |
| Meeting Fees | Additional per-meeting fee may be considered for >6 in-person meetings | N/A (policy level only) |
Performance Compensation
| Equity Component | Structure | Vesting | Key Terms |
|---|---|---|---|
| New Director Option Grant | Option with grant-date fair value ≈ $60,000 (scaled by appointment timing) | Immediate vesting | 10-year term; strike set to closing price day before appointment; proportion: 100% if before Jul 1, 50% if Jul 1–Oct 1, 25% if after Oct 1 |
| Annual Equity Awards | Board awards under 2021 Equity Incentive Plan; examples include restricted stock/options (company practice) | As determined by board (e.g., immediate vesting for certain 2024 option grants) | Director annual equity value cap $300,000 (first-year cap $500,000) |
| Clawback | Awards subject to clawback per exchange and Dodd-Frank requirements | N/A | Plan prohibits repricing of options/SARs without shareholder approval |
No director-specific performance metrics are tied to director pay; plan permits performance awards, but the director program emphasizes retainer and equity grants without disclosed KPI targets .
Other Directorships & Interlocks
- Concurrent roles include Afaxys (Compensation Committee) and Incora Health (Board Chair), plus advisory roles at Aqtual and Omeza; prior MTNB board through Feb 2025 .
- No related-party transactions with Oragenics reported at appointment; no special arrangements underpinning selection .
Expertise & Qualifications
- Commercialization of pharmaceuticals, health care operations, and technology services; prior CEO/President roles (PLx Pharma, Xanodyne, ClearPoint; HCA) .
- Clinical grounding via nursing degree (Wagner College) .
Equity Ownership
| Filing | Date of Event | Common Shares | Derivatives (Options/Warrants) | Notes |
|---|---|---|---|---|
| Form 3 (Initial Statement) | Sep 1, 2025 | 0 | 0 | “No securities are beneficially owned.”; filed Sep 2, 2025 |
- Stock ownership guideline: minimum dollar value holding equal to 6× annual board retainer ($270,000); selling of company stock acquired under the plan is restricted until threshold met .
- New director option expected per program (see “Performance Compensation”), but holdings were zero at Form 3; subsequent Form 4 filings would reflect any grant (not in records above) .
Governance Assessment
- Board alignment: Non-employee appointment with no related-party transactions at onboarding supports independence; committee assignments pending disclosure .
- Ownership alignment: Strong policy requiring $270,000 minimum director stock value encourages skin-in-the-game; initial Form 3 shows no holdings, typical at appointment before grants occur .
- Time-commitment monitoring: Concurrent chairmanship (Incora Health), Afaxys compensation committee membership, and advisory roles indicate a robust external workload; monitor for overboarding risk as duties at OGEN evolve .
- Equity governance quality: Plan prohibits option repricing and caps director equity values, with clawback compliance, supporting investor-aligned compensation practices .
RED FLAGS
- Potential overboarding/time-commitment risk given multiple concurrent roles; committee workload at OGEN not yet disclosed—monitor assignment and attendance once reported .
- No other conflicts identified; the company reported no Item 404 related-party transactions at appointment .
INSIDER TRADES & OWNERSHIP TABLE
| Filing Type | Filing Date | Security | Transaction/Position | Quantity/Value |
|---|---|---|---|---|
| Form 3 | Sep 2, 2025 | OGEN Common | Initial ownership | No securities beneficially owned |
Notes on OGEN Director Compensation Program (for context)
- Non-employee director cash: $45,000 annual retainer; defined committee and chair fees; potential additional per-meeting fees for >6 in-person meetings .
- New director equity: $60,000 option grant, immediate vesting, 10-year term, strike at prior-day close; scaled by appointment date within calendar year .
- Annual equity limits and clawback; no repricing of options/SARs without shareholder approval .
- Ownership guideline: $270,000 minimum value holding requirement for non-employee directors .
All claims and figures cited from Oragenics SEC filings and company proxy statements: .