Arjun “J.J.” Desai
About Arjun “J.J.” Desai
Arjun “J.J.” Desai, age 44, has served on TLSI’s Board since August 2023. He is an MD trained in anesthesiology (University of Miami; residency and advanced training at Stanford), with prior leadership roles as Chief Strategic Innovation Officer at Insightec (2018–2023) and Global VP/COO at Johnson & Johnson Innovation (2016–2018). On TLSI’s Board, he is independent under Nasdaq standards and serves on the Compensation Committee; he is slated to chair the Science & Technology Committee following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insightec | Chief Strategic Innovation Officer | 2018–2023 | Led strategic innovation at a medical device company |
| Johnson & Johnson Innovation | Global Vice President & Chief Operating Officer | 2016–2018 | Operational leader collaborating to bring science into healthcare solutions |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Obvius Robotics, Inc. | Chairman of the Board | Private | Medtech focus |
| Tympa Health Technologies Ltd | Director | Private | Medical device company |
| Pathology Watch | Director | Private | Laboratory company |
| Empyrean Neuroscience | Director | Private | Biotech |
| Openwater Software, Inc. | Director | Private | SaaS company |
| Wespe | Director | Private | Medical device company |
| Clene Nanomedicine | Director | Public | Biopharmaceutical manufacturer |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined Desai is independent under Nasdaq and SEC rules; also independent for Compensation and Audit committee standards . |
| Committees (current) | Compensation Committee member; Science & Technology Committee member . |
| Committee leadership (post-Annual Meeting) | Chair, Science & Technology Committee; Compensation Committee continues with Desai as member alongside Valle (Chair), Gordon, Wahlström . |
| Attendance | In 2024: Board met 7 times; Audit 5; Compensation 5; Nominating 4; Science & Technology 5. No director attended fewer than 75% of meetings of the Board and applicable committees . |
| Executive sessions | Regular executive sessions of independent directors at Board meetings . |
| Charters & Code | Committee charters and Corporate Governance Guidelines posted; Code of Business Conduct and Ethics in place . |
| Hedging/Pledging policy | Directors, officers, employees and designees prohibited from hedging and pledging company stock . |
| Finance Strategy Committee | Formed Feb 2025; retainers added to director policy (Chair: $20k; member: $7.5k) . |
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees earned or paid in cash (Desai) | $65,000 |
| Option awards grant-date fair value (Desai) | $86,250 |
| Total (Desai) | $151,250 |
| 2024 Director Cash Retainer Policy | Amount |
|---|---|
| Board member annual retainer | $50,000 per year |
| Chair of Board (additional) | $30,000 per year |
| Committee chair – Science & Technology | $25,000 per year |
| Committee chair – Audit | $20,000 per year |
| Committee chair – Compensation | $15,000 per year |
| Committee chair – Nominating & Governance | $15,000 per year |
| Committee member (non-chair) | $7,500 per committee per year |
| Finance Strategy Committee (added Feb 2025) | Chair: $20,000; Member: $7,500 |
Notes:
- Effective 2025, directors may elect to receive annual Board service retainer as RSUs that vest quarterly (pro rata vesting upon termination in-year; deferral permitted under 409A) .
Performance Compensation
| Equity Award Type | Grant Mechanics | Vesting | Exercise Price / Acceleration | Performance Metrics |
|---|---|---|---|---|
| Initial Option | 35,000 options upon first election/appointment | Vests in 3 equal annual installments from grant date, subject to continuous service | Exercise price = fair market value on grant date; full vesting on change in control | None disclosed for director awards |
| Annual Option | 15,000 options at each annual meeting for continuing directors | Vests in full on earlier of first anniversary of grant or next annual meeting | Exercise price = fair market value on grant date; full vesting on change in control | None disclosed for director awards |
| RSU Retainer Election (from 2025) | RSUs in lieu of cash retainer | Quarterly vesting; proportional vest if service ends mid-year; settlement may be deferred | N/A | None (retainer-based) |
| Desai – Outstanding Equity | |---|---| | Options held as of 12/31/2024: 50,000 | | Options exercisable within 60 days of 3/31/2025: 11,667 |
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Public company board | Clene Nanomedicine (public biopharma) . |
| Potential interlocks/conflicts | No related-party transactions disclosed involving Desai beyond his participation in the company-wide warrant exchange; Board and Nominating & Governance Committee oversee conflicts under adopted policies . |
Expertise & Qualifications
- MD (University of Miami) with Stanford anesthesiology residency and advanced training; significant science/clinical literacy aligned with TLSI’s R&D-intensive strategy .
- Innovation and medtech operating background (Insightec; J&J Innovation), supporting chair role in Science & Technology Committee .
- Board explicitly values diverse skillsets and time commitment in director selection; Desai’s biography was part of comprehensive qualification disclosures .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Arjun “J.J.” Desai | 258,794 | Less than 1% | 247,127 shares held directly; 11,667 options exercisable within 60 days as of 3/31/2025 |
Policy notes:
- Hedging and pledging of company stock prohibited for directors and officers, supporting alignment with shareholders .
Insider Activity & Section 16 Compliance
| Date/Period | Transaction/Disclosure | Amount/Value | Notes |
|---|---|---|---|
| May–Jun 2024 (Offer expired Jun 25, 2024) | Exchange of 246,667 warrants for 74,000 common shares | Approximate value of shares issued: $408,480 (based on closing price at issuance) | Desai participated in the company-wide Exchange Offer; part of broader warrant rationalization |
| Aug 21, 2024 | Form 4 filing eight days after automatic director grant at 2024 annual meeting | N/A | Company disclosed minor late filings for several directors, including Desai; strengthened controls thereafter |
Governance Assessment
- Strengths: Independent director; slated chair of Science & Technology Committee, indicating strong alignment with R&D oversight; active committee member on Compensation; strong attendance culture (no director <75% in 2024); robust anti-hedging/anti-pledging policy; transparent non-employee director compensation framework with optional RSU retainer for alignment .
- Alignment: Holds common shares and options; participated in warrant exchange to simplify capital structure, increasing equity stake .
- Potential red flags: Minor Section 16 filing timeliness issue noted across multiple directors (including Desai) in 2024; company implemented additional controls; monitor for recurrence. Multiple external board roles could present time-commitment risk, though the Nominating & Governance Committee evaluates director availability and independence .
- Committee effectiveness: Compensation Committee uses independent consultant inputs; charters and guidelines publicly available; clawback policy oversight resides with Compensation Committee, reflecting governance rigor .