Dean Zikria
About Dean Zikria
Dean Zikria, age 57, is a Class II independent director of TIVC, serving since July 10, 2019; his current term runs through the 2026 annual meeting of stockholders . He brings industry experience in allergy, asthma, and chronic diseases, with strategic planning, M&A, and commercial leadership credentials from medtech and pharma roles; he holds a BS in Biology from Rutgers University (Cook College) and an MBA from Rutgers Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mind Machine LLC | Founder, CEO & Chairman | Since Aug 2019 | Silicon Valley medtech-focused marketing/advertising leadership |
| Intuity Medical Inc. | Chief Commercial Officer | May 2021–Jan 2023 | Commercial launch leadership for disruptive glucose meter |
| DZ Advisors, LLC | Chairman; President | Chairman since 2017; President Dec 2017–May 31, 2021 | Consulting/advisory for medtech/biotech/digital health/pharma |
| Spirosure Inc. | Chief Executive Officer | 2014–2017 | CEO of FeNO asthma diagnostics company |
| Johnson & Johnson (Animas Corp.) | Head of Global Marketing | Prior role | Device & diagnostics marketing leadership |
| Pfizer Pharmaceuticals U.S. Cardiovascular Unit | Head of Strategy | Prior role | Strategy lead for ~$7B revenue division |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| AsthmaTek, Inc. | Board member | Not specified | Private | Startup in digital health for asthma |
| LarmorBio | Board member | Feb 2025–present | Private | In vitro diagnostics company |
| Brev.Dev, Inc. | Board member | Feb 2021–Jul 2024 | Private | Developer platform technology |
Board Governance
- Independence: The Board affirmatively determined Zikria is independent under Nasdaq standards; no family relationships among directors/executives .
- Director class and term: Class II; current term expires at the 2026 annual meeting .
- Board attendance: In 2024, five formal Board meetings were held; no director attended fewer than 75% of Board and applicable committee meetings; all four then-serving directors attended the 2024 annual meeting .
- Committees: Zikria serves on Audit and Risk, Compensation, and Nominations & Corporate Governance .
- Audit and Risk Committee: Members—Zikria, Sheryle Bolton (Chair), Christina Valauri; five formal meetings in 2024; Bolton is the audit committee financial expert; members meet Rule 10A-3 independence .
- Compensation Committee: Members—Zikria, Bolton (Chair), Valauri; seven formal meetings in 2024; members meet Rule 10C-1 independence; non-employee directors .
- Nominations & Corporate Governance Committee: Members—Zikria, Bolton, Valauri (Chair); five formal meetings in 2024 .
- Board leadership: Chair and CEO roles are separated (Chair: Bolton; CEO: Ernst); Board reviews structure periodically .
- Related-party oversight: Written related person transaction policy; Audit and Risk Committee reviews such transactions .
| Committee | Membership | Chair | Formal Meetings in 2024 |
|---|---|---|---|
| Audit & Risk | Zikria, Bolton, Valauri | Bolton | 5 |
| Compensation | Zikria, Bolton, Valauri | Bolton | 7 |
| Nominations & Corporate Governance | Zikria, Bolton, Valauri | Valauri | 5 |
| Board (overall) | 4 directors in 2024 | Bolton (Chair) | 5 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $35,000 | $35,000 |
| Stock awards ($) | — | — |
| Option awards ($) (grant-date fair value) | $2,121 | $3,354 |
| Total ($) | $37,121 | $38,354 |
| Board Compensation Plan Component | Annual Amount |
|---|---|
| Annual Retainer – all Directors | $35,000 |
| Chairperson of the Board | $15,000 |
| Chair – Audit & Risk Committee | $13,000 |
| Chair – Compensation Committee | $9,000 |
| Chair – Nominations & Governance Committee | $6,000 |
Performance Compensation
- Director equity awards are stock options; no RSUs/PSUs or performance metrics disclosed for director compensation .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue growth tied to director pay | Not disclosed/not applicable | Not disclosed/not applicable |
| EBITDA/TSR metrics tied to director pay | Not disclosed/not applicable | Not disclosed/not applicable |
| ESG or other goal-linked director awards | Not disclosed/not applicable | Not disclosed/not applicable |
Other Directorships & Interlocks
- Public company boards: None disclosed for Zikria .
- Interlocks/related-party exposure: The company reports no related-party transactions exceeding threshold since Jan 1, 2023; policy in place and enforced via Audit & Risk Committee .
Expertise & Qualifications
- Strategic planning, scenario analysis, M&A sourcing/transactions/integration; medtech/pharma commercial leadership (J&J Animas global marketing; Pfizer US Cardiovascular strategy lead) .
- CEO experience (Spirosure) and advisory/consulting leadership (DZ Advisors; Mind Machine) .
- Education: BS Biology (Rutgers Cook College); MBA (Rutgers Graduate School of Management) .
Equity Ownership
| Item | As of Date | Amount |
|---|---|---|
| Total beneficial ownership (shares) | May 14, 2025 | 569 |
| Ownership as % of shares outstanding | May 14, 2025 | <1% |
| Options exercisable within 60 days | May 14, 2025 | 569 |
| Outstanding option awards (shares) | Dec 31, 2024 | 938 |
| Stock awards (director) | Dec 31, 2024 | — |
| Shares pledged as collateral | N/A | Not disclosed; no pledging referenced |
- Anti-hedging: Directors/officers/employees are prohibited from hedging transactions in Company equity; no pledging policy disclosed .
Governance Assessment
- Board effectiveness and engagement: Multi-committee membership (Audit, Compensation, Nominations) with 2024 committee activity (5/7/5 meetings); Board held five meetings; directors met ≥75% attendance thresholds—signals active governance participation .
- Independence: Affirmed independent status (Nasdaq) with no family relationships; committee independence under Rules 10A-3 and 10C-1—supports objective oversight .
- Compensation alignment: Director pay is modest and largely fixed cash with small option grants; beneficial ownership is <1% (569 shares via vested options within 60 days), indicating limited “skin in the game” but consistent with micro-cap norms; anti-hedging policy strengthens alignment .
- Compensation structure change: The A&R 2021 Plan removed the annual cap on non-employee director compensation—potential pay inflation risk if future grants increase; monitor for discretionary equity awards growth. RED FLAG: removal of director comp cap .
- Conflicts/related party: No related-party transactions above threshold since Jan 1, 2023; Audit & Risk Committee policy oversight in place—reduces conflict risk .
- Legal/Section 16: No legal proceedings requiring disclosure; delinquent Section 16 filings in 2024 did not include Zikria—neutral to positive signal on compliance .
Implications: Zikria’s deep commercial and strategy background, independent status, and cross-committee roles support board capacity in audit, compensation, and governance. Monitor director equity award practices post-plan amendment (removed cap) and consider encouraging enhanced ownership guidelines to improve alignment (none disclosed) .