Matthew Hawryluk
POAIAbout Matthew J. Hawryluk
Independent Class II director of Predictive Oncology (POAI), appointed November 29, 2022; age 47 as of the proxy date . Background spans business development and CBO roles across biotech and diagnostics: EVP & Chief Business Officer at Gritstone bio (2015–2024), VP Corporate & Business Development at Foundation Medicine (2011–2015), earlier product and BD roles at Thermo Fisher . Education: B.S. University of Notre Dame; Ph.D. in cell biology and protein biochemistry (University of Pittsburgh School of Medicine); MBA Carnegie Mellon Tepper (Swartz Entrepreneurial Fellow) . Board determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gritstone bio, Inc. | EVP & Chief Business Officer | Nov 2015–Dec 2024 | Led BD; resigned effective Dec 31, 2024; Gritstone filed Chapter 11 on Oct 10, 2024 |
| Foundation Medicine, Inc. | VP, Corporate & Business Development | Apr 2011–Oct 2015 | BD leadership at public molecular diagnostics firm acquired by Roche |
| Thermo Fisher Scientific | BD/Marketing/Product Mgmt (multiple divisions) | Prior to 2011 | Commercial and product roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AIRNA Corporation | Chief Business Officer | Jan 2025–Jun 2025 | Short-term CBO role |
| Multiple companies | Chief Business Officer | Current | “Currently serves as a Chief Business Officer working with multiple companies” |
| Public company boards | — | — | None disclosed in POAI proxy for Hawryluk |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: member; chair Chuck Nuzum; members are independent non-employee directors .
- Cryptocurrency Subcommittee: member; chair Shawn Matthews; oversees digital asset treasury strategy .
- Audit Committee: not a member; chair Nuzum; audit committee financial expert; 4 meetings in FY2024 .
- Nominating & Governance Committee: not a member; chair Daniel Handley .
- Independence: Board affirmatively determined Hawryluk is independent under Nasdaq rules .
- Board leadership: CEO/Chair combined (Raymond Vennare); Lead Independent Director is Nuzum .
- Attendance: Board met 9 times in FY2024; all directors attended at least 75% of Board/committee meetings during their service periods .
| Committee | Member? | Chair | FY2024 Meetings | Independence Status |
|---|---|---|---|---|
| Audit | No | Nuzum | 4 | Committee members meet heightened independence requirements |
| Compensation | Yes | Nuzum | Not stated | Members are independent, non-employee directors |
| Nominating & Governance | No | Handley | Not stated | All members independent |
| Cryptocurrency Subcommittee | Yes | Matthews | Not stated | Not specified |
Fixed Compensation
- Program structure (Non-Employee Directors):
- Quarterly award: $8,333 total ($6,000 in shares; $2,333 cash or additional shares), paid last day of each quarter .
- Annual director award: $7,000 in shares + $3,000 cash each year for three years, payable on or about June 17 if serving as a director on that date .
- Annual committee award per committee: $11,112 ($8,000 in shares; $3,112 cash), payable Dec 31; Lead Independent Director also receives $11,112 .
- Cash component equals 28% of total value (or 38.9% of the share component) to cover taxes; 2024 saw cash paid in lieu of certain quarterly share awards due to limited shares available under the 2012 plan .
- Cap: Non-employee director equity awards limited to $100,000 in aggregate grant-date value per calendar year .
| FY2024 Director Compensation (Hawryluk) | Amount ($) | Notes |
|---|---|---|
| Fees Paid or Earned in Cash | 60,346 | Cash paid in lieu of some quarterly stock awards in 2024 due to limited share availability |
| Stock Awards (grant-date fair value) | 6,000 | Reflects 2,353 shares received in 2024 for serving on the Board |
| Option Awards | — | No director option awards in 2024 |
| Total | 66,346 | Program-defined mix of cash and equity |
Performance Compensation
- Equity awards to directors are time-based stock/RSU awards; no performance metrics for director compensation disclosed in the proxy .
| Equity Award Details | Grant Date | Instrument | Shares | Fair Value | Vesting Schedule | Source |
|---|---|---|---|---|---|---|
| Quarterly/Annual Stock Awards (Board service) | 2024 | Common stock | 2,353 | $6,000 (grant-date FV) | Standard quarterly/annual timing per program | POAI DEF 14A |
| RSU grant (post reverse-split equivalent 4,312 RSUs) | Sep 9, 2025 | RSUs | 64,680 pre-split; vests in full Oct 31, 2025 | Not disclosed | Single vest on Oct 31, 2025 | |
| Performance metrics tied to director equity | — | — | — | — | None disclosed for directors |
Note: POAI effected a 1-for-15 reverse split on Sep 30, 2025; the 64,680 RSUs correspond to 4,312 post-split RSUs, consistent with the beneficial ownership footnote .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public company boards (other than POAI) | None disclosed | Biography lists operating roles; no other public boards disclosed |
| Compensation Committee interlocks | None | No member of the Compensation Committee was an officer/employee; no interlock relationships requiring disclosure |
| Shared directorships with competitors/suppliers/customers | None disclosed | No related party transactions since beginning of FY2024 requiring disclosure |
Expertise & Qualifications
- Domain expertise: BD, corporate strategy, commercial roles across biotech, diagnostics, and life sciences tools .
- Education: B.S. (Notre Dame), Ph.D. (University of Pittsburgh School of Medicine), MBA (Carnegie Mellon Tepper) .
- Board skills: Compensation oversight (committee member); digital asset oversight (cryptocurrency subcommittee) .
Equity Ownership
| Beneficial Ownership (as of Oct 24, 2025) | Shares | Percent of Class | Notes |
|---|---|---|---|
| Matthew J. Hawryluk | 4,945 | <1% | Includes 4,312 RSUs vesting within 60 days of Oct 24, 2025 |
| Shares outstanding | 3,501,430 | — | Basis for percentages |
| Shares pledged as collateral | Not disclosed | — | No pledging flagged in proxy |
| Hedging policy | Insider Trading Policy adopted | — | Company-wide policy on avoidance of insider trading |
Insider Trades
| Filing Date | Transaction Date | Form | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|---|
| Sep 11, 2025 | Sep 9, 2025 | Form 4 | RSUs | 64,680 (pre-split) | — | RSUs granted to director; vest in full on Oct 31, 2025; corresponds to 4,312 post-split RSUs |
Governance Assessment
-
Positives
- Independent director with strong BD background; appointed Nov 2022; participates on Compensation Committee, reinforcing pay oversight .
- Board/committee structure features independent membership across Audit, Compensation, and Nominating & Governance; no compensation committee interlocks; all directors met the 75% attendance threshold in FY2024 .
- Clear director pay program with equity/cash mix; annual and committee retainers published; non-employee director equity grant cap at $100,000 reduces pay inflation risk .
- Section 16 compliance reported; no related party transactions requiring disclosure since FY2024 start .
-
Potential Signals/Risks
- Gritstone bio’s Chapter 11 during his tenure as CBO may raise questions for investors assessing judgment/track record, though it is not a proceeding involving POAI .
- RSU grant in Sept 2025 with rapid vest (Oct 31, 2025) aligns incentives but offers limited long-term performance linkage; director pay lacks disclosed performance metrics .
- Equity plan overhang could rise to ~24% upon the proposed plan amendment, implying dilution risk that the Compensation Committee must manage prudently .
Overall: Hawryluk appears independent and engaged with compensation oversight and the company’s digital asset governance. No conflicts or related-party exposures are disclosed; director compensation is transparent but largely time-based without performance targets, and equity dilution warrants board vigilance .