J. Matthew Mackowski
About J. Matthew Mackowski
J. Matthew Mackowski (age 70) has served on TKNO’s board since January 2019 and is not independent under Nasdaq rules due to his employment with Telegraph Hill Management Company LLC, the manager of controlling stockholder THP . He is a healthcare-focused venture capital investor since 1980, Chairman and Managing Director of Telegraph Hill Partners, which he co-founded in 2001; previously formed Mackowski & Shepler in 1992 . Education: B.A. from Duke University and MBA from The Wharton School . Current term: Class II, expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telegraph Hill Partners (THP) | Chairman & Managing Director; co-founder | 2001–present | Active development of technology-based growth companies in life sciences, medical device, healthcare; 48 investments across five funds |
| Mackowski & Shepler (predecessor to THP) | Founder/Principal | 1992–2001 | Active/founding role with eight companies, primarily in medical and life science technologies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magstim, Inc. | Director | Current | Represents THP on private portfolio company board |
| TrakCel Holding, Inc. | Director | Current | Represents THP on private portfolio company board |
| Emerging Therapy Solutions, Inc. | Director | Current | Represents THP on private portfolio company board |
Board Governance
- Board classification and control: TKNO is a “controlled company” under Nasdaq; THP controls a majority of common stock and TKNO utilizes certain governance exemptions (non-majority independent board; committees not entirely independent except Audit) .
- Committee memberships: Member, Nominating and Corporate Governance Committee; committee chaired by Alexander Vos (independent) .
- Independence: Not independent under Nasdaq rules due to THP employment; Audit Committee remains fully independent per Nasdaq and SEC requirements .
- Attendance and engagement: Board met 9 times in FY2024; each director attended at least 75% of board and committee meetings on which they served; Nominating & Corporate Governance Committee met 4 times .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Board cash retainer | $0 (non-employee, non-independent directors did not receive annual retainers) |
| Committee member/ chair fees | $0 (same policy application) |
| Stock awards (RSUs) | $0 (no RSUs granted; not listed as independent) |
| Option awards | $0 (no option awards disclosed) |
| Total | $0 |
Reference policy for independent directors: Annual cash retainer $40,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Committee member fees (Audit $10,000; Compensation $7,500; Nominating $5,000); annual RSU grants (fixed 20,000 RSUs in 2024 for independent directors) .
Performance Compensation
| Performance-linked Component | Metrics | Payout Status |
|---|---|---|
| None disclosed for directors | N/A | N/A (director comp is retainer + equity; non-independent directors received none in 2024) |
Other Directorships & Interlocks
| Entity | Relationship to TKNO | Overlap/Interlock | Potential Conflict Vector |
|---|---|---|---|
| Telegraph Hill Partners (THP) | Controlling stockholder | Mackowski (Chairman & MD); THP partners Paul Grossman (TKNO Chairman), Alexander Herzick (Director) also on TKNO board | Influence over nominations/compensation via controlled company exemptions; reduced independence on key committees |
| Mackowski Family Trust | Insider-affiliated investor | Participated in TKNO Sept 2023 PIPE Private Placement alongside THP affiliates and executives | Related-party capital participation; information flow and alignment considerations |
Expertise & Qualifications
- Venture capital, strategy, and life sciences domain expertise; public company board experience indicated in TKNO’s board skills matrix .
- Risk oversight, legal/governance, transactional (debt/equity, M&A), and strategy/business development competencies highlighted in board skills disclosure .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 820,810 |
| Ownership as % of shares outstanding | 1.5% (based on 53,440,810 shares outstanding) |
| Options outstanding (vested/unvested) | 0 / 0 (no outstanding options listed) |
| RSUs outstanding (unvested) | 0 |
| Notes | As a partner/manager of THPMC, may be deemed beneficial owner of THP-affiliated holdings but disclaims beneficial ownership of THP securities |
| Hedging/pledging | Company policy prohibits directors from hedging or pledging TKNO stock |
Insider Trades
| Date | Transaction | Price | Shares | Entity | Notes |
|---|---|---|---|---|---|
| 2023-09-19 | PIPE Private Placement participation | $1.85 | Not individually disclosed | Mackowski Family Trust | Participated alongside THP affiliates and executives in aggregate insider purchase of 9,054,052 shares in the concurrent offerings |
Governance Assessment
- Strengths: Deep life sciences investing and board experience; service on Nominating & Corporate Governance Committee; board and committee meeting attendance thresholds met; fully independent Audit Committee chaired by an experienced financial expert .
- Risks/Red Flags: Controlled company status with multiple THP-affiliated directors (including Mackowski) reduces board independence; compensation and nominating committees utilize controlled company exemptions; related-party capital raises (PIPE participation) and THP majority control present potential conflicts and minority shareholder governance risk .
- Additional context: Prior material weakness in internal controls (reported for 2022) was remediated per 2024 10-K; auditor change to Grant Thornton in 2024; while company-level issues, they frame oversight environment for the board .
TKNO remains an Emerging Growth Company and is exempt from say-on-pay and certain compensation disclosures, reducing direct shareholder feedback mechanisms on pay and governance until EGC status lapses .