Veena Rao

About Veena Rao

Veena Rao, Ph.D., MBA, age 58, has served on the Predictive Oncology (POAI) Board since May 2, 2023, as a Class III director with a term scheduled to expire at the 2027 annual meeting. She is an experienced commercial and technical leader across drug development, med tech, medical devices, and digital health, and currently serves as Chief Operating Officer at Abvance Therapeutics. Dr. Rao holds a B.S. in Chemical Engineering (University of Minnesota), a Ph.D. in Chemical Engineering (Stanford University), and an MBA (University of Virginia Darden School of Business) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Veena Rao is independent under Nasdaq standards; no disqualifying relationships identified .
• Committee memberships:
  • Audit Committee member (Chair: Chuck Nuzum; members: Greg St. Clair, Veena Rao); Audit Committee met four times in FY 2024 and issued its report signed by Nuzum, St. Clair, and Rao .
  • Nominating & Governance Committee member (Chair: Daniel Handley; members: Nuzum, Rao) .
  • Chair, Merger & Acquisition Committee (members: Nuzum, Chung-Welch, Hawryluk) .
• Attendance: The Board met nine times in FY 2024; all directors attended at least 75% of Board and committee meetings during their service period .
• Lead Independent Director: Not Rao; the Lead Independent Director is Chuck Nuzum .

Fixed Compensation

Director Compensation Program structure (applies to non-employee directors; cash can be paid in additional shares at director’s election):

• Quarterly award per director: $8,333 total ($6,000 in shares + $2,333 cash), payable last day of quarter .
• Annual award per director: $7,000 in newly issued shares + $3,000 cash, paid on or about June 17 each year for up to three years while serving .
• Additional annual award per committee membership: $11,112 ($8,000 in shares + $3,112 cash), payable December 31; Lead Independent Director also receives $11,112 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Technical and commercial leadership in drug/device/digital health; licensing and corporate business development; product launches and go-to-market leadership .
• Education: B.S. Chemical Engineering (University of Minnesota); Ph.D. Chemical Engineering (Stanford); MBA (UVA Darden) .

Equity Ownership

Policy signals:

• Hedging and pledging of company shares prohibited by Insider Trading Policy (applies to directors, officers, employees) .

Governance Assessment

• Positive indicators:

  • Independence affirmed; active roles on Audit and Nominating & Governance Committees; Chair of M&A Committee, signaling engagement in strategic transactions oversight .
  • Audit Committee participation and signed report demonstrate involvement in financial oversight; Board and committee attendance thresholds met in FY 2024 (≥75%) .
  • Director pay structure mixes cash and equity, with additional equity for committee service, modest individual totals for FY 2024 ($78,258), and a small sign-on grant in 2023 ($5,000), aligning interests without excessive guarantees .
  • No related party transactions since the beginning of FY 2024; Audit Committee oversight of related party procedure reduces conflict risk .
  • Hedging/pledging prohibition supports ownership alignment and reduces risk of misaligned incentives .

• Watch items / potential red flags:

  • Equity plan overhang and proposed share reserve increase (to 1,066,667 shares) could be dilutive at the company level (~24% overhang if amended, prior to additional issuances), though not specific to Rao; continued monitoring of director equity grants advisable .
  • Individual director attendance is disclosed only at an “at least 75%” threshold; absence of granular attendance metrics by director limits precision in engagement assessment .

• Overall view: Rao’s independent status, committee breadth (including M&A chair) and modest equity/cash mix point to solid governance engagement with limited conflict indicators. No director-specific related party transactions or hedging/pledging concerns are disclosed .

Insider Trades and Section 16 Compliance