Bill White
About Bill J. White
Bill J. White, age 64, has served as an independent director of TNF Pharmaceuticals since August 8, 2017, and is designated the Audit Committee financial expert by the Board . He brings 30+ years of financial management and operations experience, including CFO roles at Sidus Space (Nasdaq: SIDU), ProPhase Labs (Nasdaq: PRPH), and Intellicheck (Nasdaq: IDN); he holds a BA in Business Administration from Washington State University and is a Certified Fraud Examiner . He is independent under Nasdaq rules and chairs both the Audit Committee and the Risk & Disclosure Committee; he is also a member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sidus Space, Inc. (SIDU) | Chief Financial Officer | Not disclosed | Senior financial leadership |
| ProPhase Labs, Inc. (PRPH) | Chief Financial Officer | Not disclosed | Senior financial leadership |
| Intellicheck, Inc. (IDN) | CFO, COO, Treasurer, Secretary | Not disclosed | Operational and financial leadership |
| FocusMicro, Inc. | Co-founder; CFO, COO, Secretary, Treasurer | 11 years | Led international expansion into Dubai, UAE |
| Government sector | Various financial leadership positions | 15 years | Public sector finance |
| Public Accounting | Early career | Not disclosed | Accounting foundation |
External Roles
- No current public company directorships are disclosed in the proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq Listing Rules |
| Committee assignments | Audit (Chair); Risk & Disclosure (Chair); Nominating & Corporate Governance (Member) |
| Audit Committee financial expert | Yes (Board-designated) |
| Board meetings (2024) | 24 meetings/consents; each director attended at least 75% of meetings of the Board and committees they served on |
| Annual meeting attendance (2024) | One director attended; company has no attendance policy for annual meetings |
| Compensation Committee activity (2024) | 0 meetings; 0 unanimous written consents |
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Bill J. White | 2024 | 92,000 | 0 | 0 | 92,000 |
| Compensation Structure Change | Effective Date | Terms |
|---|---|---|
| Director fee reduction | November 13, 2023 | Annual fees decreased from $96,000 to $60,000 cash; $36,000 deferred until payment would not jeopardize going-concern; deferred amount payable in cash or stock at director’s election |
Notes:
- Standard non-executive director compensation was historically $8,000 per month; Mr. Silverman’s monthly fee differed from peers beginning May 2020 .
Performance Compensation
| Program | Grant Date | Instrument | Quantity | Grant FMV/Strike | Vesting | Status as of 12/31/2024 |
|---|---|---|---|---|---|---|
| RSUs to directors/key employees (program-level) | Oct 14, 2021 | RSUs | 93,166 | $242.70 per RSU | Vest in thirds upon achieving market cap milestones maintained for 20 consecutive trading sessions | No milestones met; no vesting |
| Equity options to directors/key employees (program-level) | Jun 5, 2023 | Options | 66,498 | $49.80 strike | 1/3 grant date; 1/3 first anniversary; 1/3 second anniversary, subject to service | Outstanding per grant terms |
Performance metrics framework (2021 Equity Incentive Plan):
- Awards may be tied to Performance Criteria including revenue, EBITDA, EBIT, EPS, TSR, stock price, free cash flow, margins, ROA/ROE/ROC, market share, cost/expense ratios, safety/productivity, strategic transactions, and others; criteria can be measured company- or unit-level and relative to peers or indices .
- Recoupment: Awards subject to recoupment in event of financial restatement per Company clawback policy, if any .
- No option/SAR repricing without stockholder approval .
Other Directorships & Interlocks
- No other TNFA director interlocks attributable to Mr. White are disclosed; biography lists executive (CFO/COO) roles rather than directorships at other public companies .
- Concentrated investor voting power environment: PharmaCyte Biotech beneficially holds 26.30% total voting power via Series G Preferred and warrants, which may influence governance outcomes broadly .
Expertise & Qualifications
- Financial management and operations expertise across public companies; experience in growth, M&A, cost management, resource allocation, and tax compliance .
- Audit Committee financial expert designation by the Board .
- Education: BA in Business Administration, Washington State University; Certified Fraud Examiner .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable within 60 Days | Total Beneficial Ownership (Shares) | % of Class |
|---|---|---|---|---|
| Bill J. White | 2,459 | 3,333 | 5,792 | <1% |
Additional alignment considerations:
- No director stock ownership guidelines are disclosed in the proxy; anti-hedging/anti-pledging policy is absent (company does not have a policy governing hedging or pledging by directors) .
Governance Assessment
Strengths
- Independent director with deep CFO/COO experience and Board-designated audit financial expert status; chairs Audit and Risk & Disclosure Committees, supporting oversight of financial reporting and ethics/compliance .
- Clear committee charters and disclosure of risk oversight roles (Audit and Risk & Disclosure Committees) .
Watch items and potential RED FLAGS
- Compensation Committee inactivity (0 meetings, 0 actions in 2024) may indicate limited active oversight of pay and incentives amid going-concern constraints; this is a governance quality concern for pay-for-performance .
- Going-concern driven deferral mechanics for director cash fees (including Mr. White’s $36,000 deferral election feature) underscore liquidity stress and may create misalignment if deferred fees are elected in stock at management discretion timing .
- Anti-hedging/anti-pledging policy absent; lack of restrictions can undermine alignment and risk management practices for insiders/directors (industry-standard policies typically restrict hedging/pledging) .
- Annual meeting engagement: only one director attended the 2024 annual meeting; while not necessarily Mr. White, low attendance signals board-shareholder engagement risk .
- Highly concentrated external voting power (e.g., PharmaCyte’s 26.30% total voting power) can limit the influence of common stockholders on director elections and compensation matters, increasing governance risk generally .
Say-on-Pay and investor feedback context
- Company holds say-on-pay on a triennial basis; last in 2023, next expected in 2026 .
Related-party transactions
- No related-party transactions involving Mr. White are disclosed since January 1, 2023; one notable reimbursement to a family member of a >5% stockholder ($500,000 to Jonnie Williams Sr.) was approved under policies, highlighting oversight needs in constrained cash contexts .