Amir Jafri
About Amir Jafri
Amir Jafri (age 58) has served as an independent director of Quantum-Si since September 2023. He is the founder, President and CEO of Immunicom, Inc. (clinical-stage biotech) since 2013, previously COO of West Health Institute (2010–2011), and held VP/CTO, VP R&D, and VP Operations roles at Cardinal Health (2003–2010). He earned a B.Sc. from Houston Christian University (double major in chemistry and biology; minor in History) and is credited with extensive operational experience in healthcare and medical devices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunicom, Inc. | Founder, President & CEO | 2013–present | Founder-operator in clinical-stage biotech; advanced technology development |
| West Health Institute | Chief Operating Officer | Feb 2010–Jan 2011 | Operational leadership in healthcare innovation |
| Cardinal Health (NYSE: CAH) | VP/CTO; VP R&D; VP Operations | 2003–2010 | Operations, R&D, and technology leadership in Fortune 20 healthcare |
| Comsys (ManpowerGroup division, NYSE: MAN) | VP/General Manager, healthcare technology practice | 2001–2003 | P&L leadership in healthcare technology |
| Various healthcare startups | Founder | Pre-2001 | Founded startups that were subsequently acquired |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Immunicom, Inc. | President & CEO | 2013–present | Private clinical-stage biotech; inventor on 40+ patents |
| Avive Solutions, Inc. | Director | Since June 2017 | Medical device company (private) |
| Various healthcare startup companies and nonprofits | Board roles | Ongoing | Multiple external boards; technology/healthcare focus |
Board Governance
- Independence: The board determined that Jafri is independent under Nasdaq and SEC rules; he is one of eight independent directors despite QSI’s “controlled company” status due to Dr. Rothberg’s voting power .
- Committee assignments: Member, Compensation Committee (chair: Ruth Fattori; 6 meetings in FY2024); Member, Nominating & Corporate Governance Committee (chair: Jack Kenny; 4 meetings in FY2024). Proxy indicates expected post-2025 annual meeting updates: Paula Dowdy to join Compensation; Dowdy to replace Kevin Rakin on Nominating/Governance .
- Attendance: In FY2024 the board met 5 times; committees met 14 times; no director attended fewer than 75% of board and committee meetings on which they served .
- Context: QSI is a controlled company under Nasdaq rules; the board nevertheless opted for a majority independent composition and independent Compensation Committee .
Committee Assignments (FY2024)
| Committee | Jafri Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Compensation | Member | Ruth Fattori | 6 |
| Nominating & Corporate Governance | Member | Jack Kenny | 4 |
Fixed Compensation
Non-Employee Director Compensation Policy (Cash Retainers)
| Position | Annual Retainer ($) |
|---|---|
| Board Chairman | 50,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Governance Chair | 10,000 |
| Nominating & Governance Member | 5,000 |
Jafri – Director Compensation Year-over-Year
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $13,723 | $57,864 |
| Stock Awards ($) (RSUs) | $200,000 | — |
| Option Awards ($) | — | $145,000 |
| Total ($) | $213,723 | $202,864 |
Performance Compensation
- Award forms and vesting: New directors receive initial RSUs valued at $285,000 that vest in equal annual installments over three years; annual option grants carry a $145,000 grant-date fair value, 10-year term, and single-year vesting from annual meeting to next annual meeting, subject to continued service .
- Jafri grants: 115,942 RSUs granted September 25, 2023 upon appointment (time-based vesting per policy); 113,281 options granted May 16, 2024 (10-year term; vests at end of meeting cycle) .
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Term | Vesting Schedule |
|---|---|---|---|---|---|
| RSU (Initial Director Grant) | Sep 25, 2023 | 115,942 | $200,000 | N/A | Equal annual installments over 3 years, subject to continued service |
| Stock Option (Annual Director Grant) | May 16, 2024 | 113,281 | $145,000 | 10 years | Vests at end of period from annual meeting to next annual meeting, subject to continued service |
Performance metrics: No performance-based (TSR/EBITDA/etc.) metrics disclosed for director awards; vesting is time-based per policy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks/Conflict Notes |
|---|---|---|---|
| Avive Solutions, Inc. | Private | Director | Medical device; no related-party transactions disclosed by QSI |
| Immunicom, Inc. | Private | President & CEO | Clinical-stage biotech; QSI disclosed no transactions reportable under Item 404(a) at appointment |
Expertise & Qualifications
- Founder-operator background across biotech and healthcare technology; senior operations and R&D leadership in Fortune 20 environments (Cardinal Health) .
- Patent portfolio and innovation credentials: inventor on 40+ patents spanning multiple industries and applications .
- Educational grounding in chemistry/biology; board qualifications emphasize operational expertise across healthcare and medical devices .
Equity Ownership
Beneficial Ownership (as of March 3, 2025)
| Holder | Class A Shares | Ownership % | Notes |
|---|---|---|---|
| Amir Jafri | 38,647 | <1% | Beneficial ownership per SEC rules; excludes options/RSUs not exercisable/vesting within 60 days |
Director Equity Holdings (Fiscal Year-End)
| Metric | FY2023 (as of Dec 31, 2023) | FY2024 (as of Dec 31, 2024) |
|---|---|---|
| Stock Options Held | — | 113,281 |
| RSUs Held | 115,942 | 77,295 |
Governance Assessment
- Independence and engagement: Jafri is formally independent, sits on two key committees (Compensation; Nominating & Governance), and met attendance thresholds with no director below 75% participation—supportive of board effectiveness .
- Compensation structure: Mix shifted from initial RSUs at appointment (FY2023: $200k RSUs) to standardized annual options (FY2024: $145k option), with cash fees tied to committee service—typical alignment for non-employee directors and no discretionary anomalies noted .
- Ownership alignment: Direct beneficial ownership is modest (<1%); however, ongoing equity grants (options/RSUs) provide continuing exposure. No pledging or hedging by Jafri is disclosed; company insider trading policy includes rules addressing hedging, margin accounts, and pledged securities .
- Conflicts/related parties: At appointment, the company reported no Item 404(a) related-party transactions or arrangements; there are no disclosed interlocks with competitors/suppliers/customers. This reduces near-term conflict risk .
- Structural risk context: QSI’s controlled company status centralizes voting power with Dr. Rothberg, which can dilute minority shareholder influence despite majority-independent board composition; continued reliance on independent committees and advisors (Aon as independent compensation consultant) mitigates governance risk .
RED FLAGS
- Controlled company dynamic poses governance concentration risk despite independent committee structure .
- Ownership alignment is modest in absolute share terms (<1%), though standard for many early-tenure directors .
Positive Signals
- Dual committee service and full attendance indicate strong engagement .
- Independent status confirmed; use of an independent compensation consultant (Aon) with affirmed independence .