David Cohen
PrecipioAbout David S. Cohen
David S. Cohen, age 66, has served as an independent director of Precipio, Inc. since his appointment in November 2017. He is COO and co-owner of Standard Oil of Connecticut, and a serial entrepreneur who founded Standard Security Systems, ResCom Energy, Moneo Technology Solutions, Genixo Construction, and Standard Specialty Chemicals. Cohen holds a B.A. from Harvard College and an MBA from Harvard Business School; the Board has designated him an Audit Committee financial expert under SEC/PCAOB rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Oil of Connecticut, Inc. | Chief Operating Officer and co-owner | Not disclosed | Largest independent petroleum retailing company in Connecticut |
| Standard Security Systems | Founder | Not disclosed | Provider of electronic security services |
| ResCom Energy | Founder | Not disclosed | Multi-state supplier of deregulated electricity |
| Moneo Technology Solutions | Founder | Not disclosed | Security and network infrastructure solutions |
| Genixo Construction | Founder | Not disclosed | Remodeling contractor for multi-family properties |
| Standard Specialty Chemicals | Founder | Not disclosed | Manufacturer of industrial absorbents |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several private company boards (names not disclosed) | Director | Not disclosed | Board service on private companies |
Board Governance
- Class I director; current term expired at 2025 annual meeting; nominated to serve a new three-year term expiring at the 2028 annual meeting .
- Independence: the Board determined Cohen is independent; all committees are composed solely of independent directors .
- Committee expertise: qualified by the Board as an Audit Committee financial expert .
- Attendance: 100% attendance at Board and committee meetings in 2024; Board held 9 meetings (4 in person/phone; 5 by written consent) .
- Executive sessions: independent directors meet in private session at least twice per year; executive sessions regularly scheduled .
| Committee | Role | Independence/Expertise | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Independent; Audit Committee financial expert | 8 |
| Compensation Committee | Chair | Independent | 8 |
| Nominating & Corporate Governance Committee | Not a member | Independent committee overall | 5 (committee-level) |
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual base retainer (independent directors) | $35,000 | |
| Audit Committee member retainer | $7,500 | |
| Compensation Committee chair retainer | $10,000 | |
| 2024 cash fees earned | $52,500 (matches base + audit member + comp chair) | |
| Pay form election (stock in lieu of cash) | 6,761 shares received in 2024; 2,154 shares in 2025; value $52,500 | |
| Reimbursement of expenses | Business-related expenses reimbursed |
Performance Compensation
| Grant Type | Grant Date | Number of Options | Exercise Price ($/share) | Grant Date Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|---|
| Stock Options (2017 Plan) | 6/21/2024 | 1,000 | 4.98 | 4,530 | 12 equal monthly installments over one year, continuous service required |
| Aggregate Options Outstanding | As of Date | Number | Source |
|---|---|---|---|
| Total outstanding options | 12/31/2024 | 8,209 |
| Option Repricing Action | Effective Date | New Exercise Price | Relevant Options Repriced (Cohen) | Options Not Repriced (Cohen) | Exercise Price Range of Relevant Options | Retention Period Note | Source |
|---|---|---|---|---|---|---|---|
| One-time stock option repricing under 2017 Plan | 8/31/2024 | $6.56 | 5,709 | 2,500 | $26.00–$408.00 | If exercised or services terminate with cause/voluntarily within one year (except following change of control), original exercise price applies; benefit retained if terminated without cause |
No performance-based metrics are tied to director equity; 2024 director option awards are time-vested monthly .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Public company directorships | None disclosed in proxy biography | |
| Compensation committee interlocks | No PRPO directors/officers serve on the compensation committee of another company where a PRPO Compensation Committee member is an officer |
Expertise & Qualifications
- Harvard College (B.A.) and Harvard Business School (MBA) .
- Audit Committee financial expert designation by the Board; financially literate and qualified per SEC/Nasdaq standards .
- Serial entrepreneur/investor with operational, risk management, and financial oversight experience across multiple companies .
- Board skills matrix highlights financial, leadership, corporate governance, risk management, and strategy competencies across directors (including Cohen) .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 60,600 | Record Date | Record Date April 21, 2025 |
| Beneficial ownership (% of class) | 4.0% | Record Date | Shares outstanding 1,516,296 |
| Shares owned | 52,054 | Record Date | Includes directly owned shares |
| Options exercisable within 60 days | 8,546 | Record Date | Included in beneficial ownership |
| Aggregate options outstanding | 8,209 | 12/31/2024 | Total director options outstanding |
| Shares received in lieu of fees | 6,761 (2024); 2,154 (2025) | 2024–2025 | Value $52,500 |
Insider Trades & Equity Actions
| Date | Filing/Event | Subject | Key Details |
|---|---|---|---|
| Sept 6, 2024 | Form 4 filings related to option repricing (disclosed in Delinquent Section 16(a) Reports) | Stock option repricing | Company noted Form 4 filings relating to repricing; Cohen listed among reporting persons |
| Aug 31, 2024 | 8-K Item 5.02 | Option repricing | Cohen: 5,709 options repriced; 2,500 not repriced; new exercise price $6.56; retention conditions described |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; Chair of Compensation Committee; 100% meeting attendance in 2024; active committee schedule; independence across all committees . Ownership alignment signals via meaningful beneficial ownership (4.0%) and election to receive director fees in stock, which increases exposure to shareholder outcomes .
- Risks/RED FLAGS: Company-wide option repricing in 2024 included directors (including Cohen); while framed as retention, repricing is often viewed as shareholder-unfriendly and can weaken pay-for-performance discipline. Retention period conditions delay full benefit but still reduce strike prices for a meaningful number of options (Cohen: 5,709 repriced) . Minor compliance exception noted via Delinquent Section 16(a) reporting tied to repricing Form 4 filings .
- Conflicts/Related Parties: Proxy states no related-party transactions over disclosure thresholds since Jan 1, 2023, and no family relationships; reduces conflict risk .
- Interlocks: No compensation committee interlocks with other companies; mitigates cross-organization influence concerns .
Overall, Cohen presents as a financially sophisticated, engaged independent director with substantial equity alignment and leadership on compensation oversight. The 2024 option repricing is the primary governance caution, warranting monitoring of future equity grant practices and committee decisions relative to performance alignment .