Abhinav Jain
About Abhinav Jain
Abhinav Jain, age 34, has served as an independent Class II director of Talphera (TLPH) since January 2024. He is an Analyst at Nantahala Capital Management focusing on specialty and generic pharmaceuticals; previously he was an Associate at Angelo, Gordon & Co. in private equity and structured credit. He holds an S.B. in Chemical–Biological Engineering from MIT (2012) and an MBA with honors in Finance and Entrepreneurial Management from Wharton (2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nantahala Capital Management, LLC | Analyst (investments in specialty/generic pharma) | Jul 2019–present | Financial expertise cited for Board service |
| Angelo, Gordon & Co. | Associate (private equity and structured credit) | 2015–2017 | Buy-side investing experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Aytu BioPharma, Inc. | Director | Public company directorship |
| Xtant Medical Holdings, Inc. | Director | Public company directorship |
Board Governance
- Independence: The Board determined that all current directors/nominees other than the CEO are independent; this includes Jain .
- Committee assignments (as of Aug 29, 2025): Compensation Committee member; Nominating & Corporate Governance Committee member; Finance and Strategic Transactions (FAST) Committee member .
- Committee independence: Compensation Committee members (including Jain) are independent under Nasdaq rules .
- Attendance and engagement: In 2024, the Board met seven times; each director other than Mr. Rosen attended at least 75% of Board and applicable committee meetings during their service period in 2024, and all then-serving directors attended the 2024 annual meeting .
- Appointment origin and investor designation: Jain was appointed as the Nantahala Board Representative pursuant to Nantahala’s board designation right arising from securities purchase agreements; the right persists while Nantahala beneficially owns ≥10% voting power. The designation right also allows appointment to Board committees (subject to Nasdaq rules), and the company agreed not to increase Board size beyond 10 without the affirmative consent of the Nantahala Board Representative while the designation right is in effect .
- Executive sessions: Non-employee directors have been meeting in regularly scheduled executive sessions .
Fixed Compensation (Non-Employee Director)
| Component | Policy/Amount | 2024 Actual for Jain |
|---|---|---|
| Annual cash retainer | $40,000 | Included in fees below |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000; FAST $10,000; Committee Chair premiums vary | Jain served on Compensation, Nominating, FAST (no chair roles) |
| Cash fee suspension | All non-employee director cash fees suspended for 12 months effective Oct 1, 2024 | Affected Q4 2024 and 2025 cash |
| 2024 total fees earned (cash) | — | $41,044 |
Notes: Cash compensation aligned near 50th percentile of peer group; fees accrue and are paid quarterly; travel expenses reimbursed .
Performance Compensation (Equity)
| Grant Date | Award Type | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value Notes |
|---|---|---|---|---|---|
| Jan 22, 2024 | RSUs | 871 | n/a | Vested on 1-year anniversary | Initial appointment equity; fair value reported within 2024 Stock Awards for Jain |
| Jan 22, 2024 | Stock Options | 5,228 | $0.912 | Vested on 1-year anniversary | Initial appointment option |
| Jun 24, 2024 (2024 AGM) | RSUs | 2,174 | n/a | Vested on 1-year anniversary | Annual non-employee director grant |
| Jun 24, 2024 (2024 AGM) | Stock Options | 13,044 | $0.885 | Vested on 1-year anniversary | Annual non-employee director option |
| 2025 program (Board-approved Feb 2025) | RSUs | 4,267 | n/a | One-year vest | Increase to offset cash suspension; prospective policy |
| 2025 program (Board-approved Feb 2025) | Stock Options | 25,600 | FMV at grant | One-year vest | Increase to offset cash suspension; prospective policy |
2024 Director compensation summary (as reported): Stock Awards $2,718; Option Awards $13,312; Fees Earned $41,044; Total $57,074 .
Change-in-control treatment: Non-employee director options and RSUs are entitled to full vesting acceleration immediately prior to certain change-of-control transactions .
Other Directorships & Interlocks
- Current public company boards: Aytu BioPharma, Inc.; Xtant Medical Holdings, Inc. .
- Investor affiliation: Jain is affiliated with Nantahala (a significant TLPH stockholder with a board designation right), yet his beneficially owned TLPH shares are held in his individual capacity (see Equity Ownership) .
- Compensation Committee interlocks: None; no member of the 2024 Compensation Committee (including Jain) has served as a TLPH officer, and there were no interlocking relationships with other issuers’ executive compensation committees or boards during 2024 .
Expertise & Qualifications
- Education: S.B., Chemical–Biological Engineering (MIT, 2012); MBA with honors in Finance and Entrepreneurial Management (Wharton, 2019) .
- Domain expertise: Public markets investing with focus on specialty and generic pharmaceuticals; structured credit/private equity background .
- Board-relevant skill: Financial expertise cited by TLPH as rationale for Board service .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Total | Notable Details |
|---|---|---|---|
| Abhinav Jain | 18,557 | <1% | Includes 16,093 options exercisable within 60 days of Aug 29, 2025; shares held in individual capacity despite Nantahala affiliation |
Policy and trading constraints: The company’s Insider Trading Policy prohibits trading in derivatives, pledges, or hedging of company equity securities by directors .
Related-Party Exposure and Conflicts
- Investor transactions: Entities related to Nantahala purchased 6,168,832 pre-funded warrants in the Jan 2024 private placement (exercise price $0.001 per share), and 4,266,211 pre-funded warrants in the 2025 private placement; they are reported 5%+ holders .
- Beneficial ownership limits: Nantahala’s warrants are subject to a 9.99% beneficial ownership blocker, limiting exercisability to stay below that threshold .
- Board nomination right: While Nantahala owns ≥10% voting power, it may designate one director and request committee appointments; the company also agreed not to increase Board size above 10 without the Nantahala designee’s consent for as long as the right exists .
- Related-party oversight: The Audit Committee reviews and oversees related-person transactions per policy; transactions >$120,000 with directors, officers, or 5% holders are reviewed .
Governance Assessment
Strengths
- Independent director with finance/investing expertise; Board confirms independence under Nasdaq rules .
- Active committee roles (Compensation; Nominating & Corporate Governance; FAST) and Board-level engagement (≥75% attendance in 2024; attended 2024 annual meeting) .
- Hedging/pledging prohibited by company policy, supporting alignment with shareholders .
- Director compensation increasingly equity-based in 2024–2025 due to cash fee suspension, which can enhance alignment (time-based RSUs and options with one-year vest) .
Risk indicators and potential red flags
- Significant stockholder influence: Jain serves as the Nantahala Board Representative; Nantahala holds large pre-funded warrant positions and retains a board designation right (including potential committee placements and a consent right on expanding the Board beyond 10), which can raise perceived independence and influence concerns despite formal independence status .
- Related-party capital raises: Multiple financings involving a major stockholder (Nantahala) suggest ongoing related-party exposure; mitigated by Audit Committee oversight under related-party policy .
- Concentration risk: Nantahala’s 5%+ ownership and warrant holdings (subject to blockers) underscore continued investor concentration; monitoring of voting power thresholds and committee assignments is warranted .
Recommended monitoring focus for investors
- Track changes in Nantahala’s beneficial ownership and any shifts in the designation right status (≥10% test) and committee placements for the designee .
- Review future related-person transactions and capital raises for terms and process rigor under the Audit Committee’s oversight .
- Observe 2025–2026 director compensation execution (larger annual equity grants in lieu of cash) and any amendments to director compensation limits/policies .