Chuck Nuzum
Lead Independent Director at POAI
Board
About Chuck Nuzum
Chuck Nuzum (age 77) is an independent director of Predictive Oncology Inc. (POAI), serving since July 9, 2020, and has been Lead Independent Director since April 2021, with responsibilities that include presiding over executive sessions and acting as liaison between the Chair/CEO and independent directors . He is a Certified Public Accountant and designated by the Board as an “audit committee financial expert” under SEC rules, reflecting deep finance and audit oversight expertise . His background spans CFO and senior finance roles at public and private companies, with a BA from the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loomis Fargo & Co. | Chief Financial Officer | More than two decades | Led finance at international provider of ATM systems and armored cars |
| Winebid.com | CFO | Not disclosed | Finance leadership at e-commerce wine auction leader |
| Tiburon, Inc. | VP Finance & Administration | Not disclosed | Public safety/justice information systems; finance/operations leadership |
| SVC Financial Services | Co-founder, EVP & CFO | Not disclosed | Early mobile money solution; finance and strategy |
| Dey, L.P. (Merck KGaA subsidiary) | Controller | Four years | Pharmaceutical manufacturing controller leadership |
| Tyburn Group | Co-founder & CFO | Not disclosed | Financial services/prepaid cards; co-founder finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKesson; BioMarin; Autodesk; Squire Patton Boggs | Financial consultant (project basis) | Current | Provides financial consulting; mentors start-ups |
| Other public company directorships | None disclosed | — | No current public company boards listed in proxy/bio |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Nuzum independent under Nasdaq standards |
| Board tenure/class | Class I director; nominated for term ending at 2028 annual meeting if elected |
| Lead Independent Director | Appointed April 2021; presides at executive sessions and liaises with Chair/CEO |
| Committees (roles) | Audit Committee (Chair; financial expert) ; Compensation Committee (Chair) ; Nominating & Governance Committee (Member) |
| Committee independence | All members of Audit, Compensation, and Nominating committees are independent; Audit members meet Rule 10A-3 heightened independence |
| Meetings/attendance | Board met 9 times in FY2024; all directors attended at least 75% of Board and committee meetings during their service period |
| Audit Committee activity | Met 4 times in FY2024; submitted audit committee report recommending inclusion of audited financials in 10-K |
| Other Board committees | Board maintained M&A Committee and a separate Cryptocurrency Subcommittee (Nuzum not listed as member) |
Fixed Compensation
| Component | Amount | Form | Timing/Notes |
|---|---|---|---|
| Quarterly director award | $8,333 | $6,000 in shares + $2,333 cash (or shares) | Paid last day of each quarter |
| Annual director award | $10,000 | $7,000 in shares + $3,000 cash | Payable on/around June 17 each year for three years while serving |
| Per-committee annual award | $11,112 | $8,000 in shares + $3,112 cash (or shares) | Paid Dec 31 per committee membership |
| Lead Independent Director annual award | $11,112 | $8,000 in shares + $3,112 cash (or shares) | Additional to other awards |
| 2024 actual – Fees paid/earned (Nuzum) | $91,899 | Cash | 2024 Director Compensation Table |
| 2024 actual – Stock awards (Nuzum) | $8,333 | Shares | Grant-date fair value (ASC 718) |
| 2024 actual – Total (Nuzum) | $100,232 | Mixed | Sum of cash and stock awards |
| 2024 program note | — | Cash in lieu of stock | Some quarterly stock awards paid in cash due to limited share availability |
| Tax design | 28% of total value paid in cash to cover taxes (or 38.9% of share component) | Cash (or shares) | Applies to directors under program |
Performance Compensation
- Directors receive time-based equity and cash; no performance-conditioned equity (PSUs) or option grants were awarded to non-employee directors in 2024 per the director compensation table .
- No director-specific performance metrics (revenue, EBITDA, TSR, ESG) are disclosed for director compensation .
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for directors | — | — |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee; no relationships requiring Item 404 disclosure; no reciprocal interlocks with other issuers |
| Current public company boards | None disclosed for Nuzum in proxy biography |
Expertise & Qualifications
- Audit and finance: CPA; Board-designated “audit committee financial expert” (Item 407(d)(5)(ii)) .
- Senior finance leadership: CFO/controller roles across financial services, pharma, tech, e-commerce; extensive CFO tenure at Loomis Fargo & Co. .
- Education: BA, University of Washington .
- Governance: Lead Independent Director since April 2021; chairs Audit and Compensation Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Components | Notes/As-of |
|---|---|---|---|---|
| Chuck Nuzum | 6,441 | * | Includes 4,312 RSUs vesting within 60 days and 135 options exercisable within 60 days | Based on 3,501,430 shares outstanding as of Oct 24, 2025; “*” = less than 1% |
| 2024 shares received (service) | 3,268 | — | Shares received in 2024 for Board service (count disclosure) | Count disclosed in footnote to 2024 director comp table |
Section 16(a) compliance: Company reports no late insider filings for FY2024 among officers/directors/10% holders, except the CFO’s initial Form 3 filed late due to administrative oversight (no director delinquencies reported) .
Governance Assessment
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Strengths
- Independent director with formal Lead Independent Director responsibilities and two committee chair roles (Audit and Compensation) enhances board independence and oversight .
- Audit “financial expert” designation and CPA credential align with POAI’s needs, given prior internal control issues and auditor transition; Audit Committee appears active (4 meetings in 2024) and issued the 10-K inclusion recommendation .
- Attendance engagement: all directors met the ≥75% attendance threshold; Board met 9 times in 2024, indicating active governance cadence .
- Alignment: Director compensation includes recurring share awards; Nuzum also holds RSUs/options (albeit small overall stake) .
-
Watch items / potential red flags
- Company-level control environment: 2023 audit report included going-concern language; material weaknesses were reported in internal control over financial reporting (ITGCs and accounting resources). The Audit Committee (chaired by Nuzum) dismissed BDO and engaged KPMG in 2024; continued monitoring of remediation effectiveness is warranted .
- Share usage/dilution sensitivity: Board sought a large increase to the 2024 Equity Plan share reserve to support hiring and compensation, which may raise dilution concerns; however, plan includes no repricing, no tax gross-ups, and clawback applicability (policy adopted Dec 2023) .
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Conflicts and related parties
- The proxy reports no related party transactions requiring disclosure since the beginning of fiscal 2024, and the Audit Committee oversees related party review/approval; Board affirmatively determined Nuzum’s independence under Nasdaq rules .
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Compensation structure
- Director pay is primarily fixed cash and time-based equity with additional per-committee and Lead Independent Director awards; no options granted in 2024; mix is straightforward and not performance-linked (typical for small-cap governance), limiting pay-for-performance signaling at the director level .