Jay Chun
About Jay Chun
Jay Chun, M.D., Ph.D., is an independent director of Scilex Holding Company (SCLX) since September 22, 2023; age 61 as of May 1, 2025, with an M.D. and Ph.D. from Columbia University and board certification in complex and minimally invasive spine surgery . He previously served as Chief of Neurosurgery at Overlook Medical Center (2015–2023) and Director of the Atlantic Health Spine Center (Sep 2022–May 2024), bringing clinical leadership and scientific credentials to SCLX’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Overlook Medical Center (Atlantic Health System) | Chief of Neurosurgery | Jun 2015–Jun 2023 | Led neurosurgery program; complex/minimally invasive spine surgeon |
| Atlantic Health Spine Center | Director | Sep 2022–May 2024 | Oversaw spine center operations and strategy |
| Columbia University (Faculty) | Medical Research/Faculty | Jun 1995–Jun 1997 | NIH fellowships; Ph.D. under Nobel laureate Richard Axel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scilex Holding Company | Scientific Advisory Board Member | Aug 2021–present | Advisory role prior to board appointment |
| Celularity Inc. (NASDAQ: CELU) | Scientific Advisory Board Member | Sep 2020–Jan 2023 | No board directorship; SAB service |
| New Semnur Pharmaceuticals, Inc. (majority-owned by SCLX) | Director (Class I) | Appointed Sep 22, 2025 | Board composition including Chun disclosed post-business combination |
Board Governance
- Board class/tenure: Class II director; term expires at 2027 annual meeting .
- Independence: Board determined Chun is independent under Nasdaq rules; SCLX’s board is majority independent .
- Committee assignments and roles (2024–2025):
- Audit Committee: Member; committee chaired by Dorman Followwill; 7 meetings in 2024 and 3 written consents .
- Compensation Committee: Member; chaired by Yue Alexander Wu; no meetings in 2024, 12 actions by written consent .
- Nominating & Corporate Governance Committee: Chair; held 1 meeting and 1 written consent in 2024 .
- Commercialization & Transaction (C&T) Committee: Member; no meetings or consents in 2024 .
- Attendance: In 2024, each director other than Annu Navani attended at least 75% of board and applicable committee meetings; implies Chun met attendance thresholds .
Fixed Compensation
| Component (2024 policy) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $82,500 | Paid quarterly; prorated as applicable |
| Committee chair fee (each) | $37,500 | Applies to Audit, Compensation, Nominating, C&T |
| Committee member fee (each) | $15,000 | Applies to Audit, Compensation, Nominating, C&T |
| Director equity – initial stock options | 7,142 | 48-month monthly vesting (service-based) |
| Director equity – annual stock options | 2,857 | 12-month monthly vesting (service-based) |
| 2024 total for Jay Chun | $115,895 | Cash fees $73,125; option awards $42,770 |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant Value/Price | Vesting | Notes |
|---|---|---|---|---|---|
| Nonstatutory stock option (award) | Dec 16, 2024 | 100,000 | $0.5045 strike price | Not disclosed in filing; standard service vesting presumed | Form 4 award; post-transaction ownership 100,000 options |
| Nonstatutory stock option (award) | Oct 8, 2025 | 20,000 | $17.58 strike price | Not disclosed in filing; standard service vesting presumed | Form 4 award; post-transaction ownership 20,000 options |
- Director awards are service-based; no disclosed performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation at SCLX .
- Option repricing special meeting (Dec 11, 2025): Jay Chun had no “Eligible Options” at $282.80 and thus was not a beneficiary; his outstanding options spanned $17.50–$49.35 strikes with total 29,857 options . The option repricing targeted deeply underwater $282.80 options held by others; rationale and terms disclosed in the Special Meeting proxy .
Other Directorships & Interlocks
- New Semnur board service creates an interlock within SCLX’s controlled ecosystem; committee structures at New Semnur mirror SCLX (Compensation: Wu/Followwill/Chun; Nominating: Chun (chair)/Followwill/Wu) potentially concentrating governance influence across affiliates .
- No disclosed directorships at SCLX customers/suppliers; no related-party transactions tied to Chun individually (company-wide related-party arrangements with Sorrento/Oramed detailed separately) .
Expertise & Qualifications
- Clinical and scientific expertise: complex/minimally invasive spine, artificial discs; NIH fellowships; Ph.D. mentorship under Nobel laureate Richard Axel; aligns with SCLX’s pain therapeutics and medical context .
- Governance qualifications: Chairs Nominating Committee; participates on Audit and Compensation, satisfying independence and financial literacy requirements for Audit membership .
Equity Ownership
| Metric | As of May 1, 2025 | As of Oct 17, 2025 |
|---|---|---|
| Shares beneficially owned | 7,475 (4,261 options exercisable within 60 days; 3,214 shares directly) | 10,772 (7,558 options exercisable within 60 days; 3,214 shares directly) |
| % of common shares outstanding | <1% | <1% |
| Pledged/Hedged shares | None disclosed; company policy restricts hedging and requires pre-clearance for pledging | None disclosed; policy applies |
Insider Trades (Form 4)
| Date (Transaction) | Type | Quantity | Price | Security | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| May 17, 2024 | Open market purchase | 57,500 | $0.8981 | Common Stock | 102,500 shares | |
| Jun 20, 2024 | Option exercise (M) | 5,000 | $1.41 | Option exercise; shares acquired | 107,500 shares | |
| Jun 20, 2024 | Corresponding grant record | 5,000 | $1.41 | Nonstatutory Option (right to buy) | 245,000 options | |
| Oct 18, 2024 | Open market purchase | 5,000 | $0.95 | Common Stock | 112,500 shares | |
| Dec 16, 2024 | Option award (A) | 100,000 | $0.5045 | Nonstatutory Option | 100,000 options | |
| Oct 8, 2025 | Option award (A) | 20,000 | $17.58 | Nonstatutory Option | 20,000 options |
Signal: Multiple open-market purchases (May and Oct 2024) at sub-$1 prices and subsequent option awards suggest increasing exposure and alignment; no sales disclosed in this window .
Governance Assessment
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Strengths:
- Independence and multi-committee service (Audit, Compensation, Nominating chair) enhance board effectiveness; Audit Committee affirmed independence and fulfilled PCAOB-required oversight in 2024 .
- Attendance above 75% threshold (board and committees) indicates engagement .
- Insider Trading Policy prohibits hedging and restricts pledging; Clawback Policy compliant with SEC/Nasdaq, administered by the Compensation Committee .
- Open-market share purchases by Chun add “skin-in-the-game” alignment .
-
Watch items and potential red flags:
- Option repricing: Board-sponsored repricing of deeply underwater $282.80 options to FMV upon stockholder approval may be viewed as dilution or pay-reset; Chun held no eligible $282.80 options, but the governance optics warrant scrutiny of board decision-making .
- Auditor transition: Dismissal of Ernst & Young after initiating an investigation into certain 2024 contracts; disagreement letters and subsequent appointment of BPM — as Audit Committee member and Nominating chair, Chun’s oversight is directly implicated; this is a governance risk requiring continued monitoring .
- Committee activity: Compensation and C&T Committees held no meetings in 2024 (actions by written consent); limited formal meeting cadence can reduce robust deliberation on pay and transactions .
-
Interlocks: Simultaneous roles at SCLX and New Semnur (affiliate) across Nominating/Compensation may concentrate influence; ensure clear conflict management in related-party or strategic transactions .
Director Compensation Detail (2024)
| Name | Fees Earned (Cash) | Option Awards (Grant-Date Value) | Total |
|---|---|---|---|
| Jay Chun, M.D., Ph.D. | $73,125 | $42,770 | $115,895 |
Committee Assignments and Meeting Cadence (2024)
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Member | 7; 3 written consents | Oversaw audit transition and PCAOB/SEC-required discussions |
| Compensation | Member | 0; 12 written consents | Oversight of executive pay, severance/CIC structures |
| Nominating & Corporate Governance | Chair | 1; 1 written consent | Director nominations, board evaluations, ESG oversight |
| C&T (Commercialization & Transaction) | Member | 0; 0 written consents | Strategic transactions oversight mandate |
Option Holdings and Repricing Context
| Holder | Total Options Outstanding | Exercise Price Range | Eligible Options at $282.80 | Eligible? |
|---|---|---|---|---|
| Jay Chun, M.D., Ph.D. | 29,857 | $17.50–$49.35 | 0 | Not eligible |
| Board/Executives (context) | — | — | 289,405 $282.80 options; ~94% held by current non-employee directors (one) and executive officers (two) | Repricing subject to stockholder approval |
Related Policy Disclosures
- Insider Trading Policy: Prohibits hedging and short sales; pledging requires pre-clearance and demonstration of capacity to repay without resort to pledged shares .
- Clawback Policy: Three-year lookback; recovery of erroneously awarded incentive-based compensation following restatements; administered by Compensation Committee .
Summary Implications for Investors
- Chun’s independence, committee leadership (Nominating chair), Audit and Compensation membership, and open-market purchases provide positive alignment and governance capacity .
- Elevated governance risk exists around the 2025 option repricing initiative (though Chun is not a direct beneficiary) and the 2024 auditor transition following an internal investigation request; Audit Committee oversight effectiveness is critical in these areas .
- Limited formal committee meeting cadence (notably Compensation and C&T) merits attention to ensure robust deliberation on pay and strategic transactions .