Daniel Handley
POAIAbout Daniel E. Handley, M.S., Ph.D.
Independent director of Predictive Oncology Inc. (POAI), age 65, serving since February 19, 2020; nominated for re‑election as a Class I director through 2028 . Background includes senior scientific and academic leadership across genomics and biotechnology; degrees: B.A. in Biophysics (Johns Hopkins), M.S. in Logic & Computation (Carnegie Mellon), Ph.D. in Human Genetics (University of Pittsburgh), with post‑doc in advanced genomic technologies; U.S. Navy veteran (nuclear propulsion instructor/reactor operator) . The Board affirmed his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clinical and Translational Genome Research Institute (FL 501(c)3) | Chief Scientific Officer | Not disclosed | Scientific leadership |
| Advanced Healthcare Technology Solutions, Inc. | Chief Scientific Officer | Not disclosed | Product/tech leadership |
| Life‑Seq, LLC | Chief Scientific Officer | Not disclosed | Foundational biotech work |
| Procter & Gamble Co. | Senior Researcher | Not disclosed | R&D |
| David Geffen UCLA School of Medicine | Senior administrator, researcher, lab manager | Not disclosed | Academic operations/research |
| National Genetics Institute | Founding biotechnology inventor | Not disclosed | IP/innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern California University of Health Sciences | Professor & Program Director, Human Genetics and Genomics Graduate Education | Since April 15, 2019 | 501(c)(3) educational institution |
| Florida Gulf Coast University (courtesy appointment) | Faculty, Department of Biological Sciences | Not disclosed | Academic collaboration |
Board Governance
- Independence: Independent director under Nasdaq standards .
- Committee assignments: Chair, Nominating & Governance Committee; members Nuzum and Rao .
- Attendance: Board met 9 times in FY2024; all directors attended at least 75% of Board and committee meetings during their service periods .
- Board structure: CEO is also Chairman; Lead Independent Director is Chuck Nuzum (presides over executive sessions and acts as liaison) .
- Nomination: Standing for election as Class I director to 2028 term .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Shares Received | Total ($) |
|---|---|---|---|---|
| 2024 | 49,977 | 6,000 | 2,353 | 55,977 |
Director Compensation Program mechanics:
- Quarterly award: $8,333 per director ($6,000 in shares + $2,333 cash or shares), paid last day of quarter .
- Annual award: $7,000 in shares + $3,000 cash each year for three years if serving as of June 17; payable on/around June 17 .
- Committee award: $11,112 per committee annually ($8,000 in shares + $3,112 cash or shares), payable December 31; Lead Independent Director receives an additional $11,112 .
- 2012 Plan share limits created periods where cash was paid in lieu of certain quarterly share awards during 2024 .
Performance Compensation
| Equity Instrument | Quantity | Vesting/Exercisability Window | Key Terms |
|---|---|---|---|
| RSUs | 4,312 | Entitle receipt of shares within 60 days of Oct 24, 2025 | Subject to 2024 Plan; awards are administered by independent Compensation Committee; clawback applies |
| Stock Options | 110 | Exercisable within 60 days of Oct 24, 2025 | Exercise price/term per 2012/2024 Plans; no repricing without shareholder approval; clawback applies; change‑in‑control accelerates vesting unless award states otherwise |
Notes:
- No director‑specific performance metrics disclosed (e.g., revenue/EBITDA/TSR hurdles) for equity awards; director equity largely time‑based per program description .
Other Directorships & Interlocks
- No current public company directorships disclosed for Dr. Handley; external roles are academic/non‑profit or private entities (see External Roles) .
- Related party transactions: None requiring disclosure since the beginning of fiscal 2024 .
Expertise & Qualifications
- Scientific/technical credentials in genomics and human genetics; leadership in graduate education and CSO roles .
- Degrees span biophysics, logic/computation, and human genetics; post‑doctoral research in advanced genomic technologies for fetal/maternal health .
- Military discipline and operational training (U.S. Navy nuclear propulsion) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Components (RSUs) | Components (Options) |
|---|---|---|---|---|
| Daniel E. Handley | 5,557 | <1% | 4,312 (receivable within 60 days of Oct 24, 2025) | 110 (exercisable within 60 days of Oct 24, 2025) |
Context:
- Shares outstanding: 3,501,430 as of Oct 24, 2025 (basis for % of class) .
- No pledging or hedging disclosures for directors; insider trading policy applies to directors .
- Equity plan overhang expected to rise to ~24% if 2024 Plan share reserve amended to 1,066,667 (pre‑funded warrants aside), which can be dilutive but is positioned as necessary for talent attraction/retention .
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance Committee, indicating engagement in board composition, succession, and governance frameworks . Attendance at/above 75% threshold; board met 9 times in FY2024 . No related‑party transactions disclosed involving Dr. Handley; company maintains Code of Ethics, insider trading, and clawback policies applicable to incentive compensation .
- Alignment: Modest director pay with meaningful equity component (shares and RSUs) creates alignment; Dr. Handley’s beneficial ownership includes near‑term RSU settlement and exercisable options, though ownership remains <1% given small float and share issuance constraints in 2024 .
- Watch items:
- Equity overhang: Proposed 2024 Plan amendment increases reserve to 1,066,667 shares, lifting overhang to ~24%—a potential dilution risk; governance mitigants (no evergreen, no repricing without shareholder approval, no tax gross‑ups, independent committee administration) are in place .
- Board leadership structure: Combined CEO/Chair; reliance on Lead Independent Director to ensure independent oversight; monitor executive session efficacy and committee independence .
- Election signal: Management recommends voting “FOR” Dr. Handley’s re‑election (Class I), supporting continuity of governance leadership on the Nominating & Governance Committee .