Jude Uzonwanne
About Jude Uzonwanne
Independent director since April 16, 2021; age 50 (as of 2024/2025 proxy). Background spans life sciences strategy and healthcare consulting; former CEO of Mira Pharmaceuticals (2022–2023), CBO at 54gene (2021–2022), Principal at IQVIA (2018–2020) and ZS Associates (2021), with prior roles at EY-Parthenon, Bain & Company, Dalberg, Bill & Melinda Gates Foundation, and Monitor Group. Education: Swarthmore College, double Honors B.A. in Economics and Political Science (1998). Tenure on TNFA board: ~4 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mira Pharmaceuticals, Inc. | Chief Executive Officer | Jun 2022 – Apr 2023 | Led a U.S. biopharma focused on oral marijuana analog; CEO experience . |
| 54gene | Chief Business Officer | Mar 2021 – Jun 2022 | Genetics-based healthcare company; commercial leadership . |
| ZS Associates, Inc. | Principal | Jan 2021 – Mar 2021 | Strategy/consulting (healthcare) . |
| IQVIA, Inc. | Principal; Head, US Financial Investors Consulting | 2018 – 2020 | Led investor consulting; advised pharma and emerging biopharma . |
| EY‑Parthenon LLP | Vice President (Associate Partner) | 2016 – 2018 | Led due diligence and growth strategy mandates . |
| Bain & Company; Dalberg; Bill & Melinda Gates Foundation; Monitor Group | Various roles | Prior to 2016 | Strategy, development, and advisory roles . |
External Roles
- No other public company directorships disclosed in TNFA filings for Mr. Uzonwanne .
Board Governance
- Independence: Board determined Mr. Uzonwanne is an independent director under Nasdaq rules .
- Committee memberships and chair roles (2024–2025):
- Nominating & Corporate Governance Committee – Chair
- Audit Committee – Member
- Compensation Committee – Member
- Risk & Disclosure Committee – Member
- Attendance and engagement (Board-wide): In 2024, Board/committees met or acted by consent 24 times; each director attended ≥75% of meetings. Only one director attended the 2024 annual meeting of stockholders; company has no policy requiring annual meeting attendance (note: individual attendance at the annual meeting not disclosed) .
- Executive sessions: Bylaws required at least four executive sessions of independent directors per year through July 21, 2024 (pursuant to settlement) .
Fixed Compensation
| Year | Structure | Amount for Uzonwanne | Notes |
|---|---|---|---|
| 2023 | Monthly director fee | $96,000 (paid as $8,000/month) | Board approved reduction on Nov 13, 2023 to $60,000 annually, with $36,000 deferred until payment would not jeopardize going concern; payable in cash or stock at director’s election . |
| 2024 | Cash fees | $92,000 | Reflects partial-year impact of reduced rate; no other director compensation reported (no meeting fees or committee fees disclosed) . |
| Policy change (effective Nov 13, 2023) | Annual director fee | Target $60,000; $36,000 excess deferred until going-concern status allows payment (cash or stock at director’s election) | Applies to Messrs. Eagle, Uzonwanne, and White . |
Performance Compensation
| Award Type | Grant/Authorization Date | Grant Size (Uzonwanne) | Terms & Vesting | Status |
|---|---|---|---|---|
| RSUs (performance-based) | Oct 14, 2021 | Not individually disclosed | 93,166 RSUs authorized to directors/key employees company-wide; vest in thirds upon achieving market capitalization milestones maintained for 20 consecutive trading sessions | As of Dec 31, 2024, no milestones achieved; unvested . |
| Stock Options | Jun 7, 2023 (auth. Jun 5, 2023) | Not individually disclosed at grant; 3,333 options exercisable within 60 days as of Oct 18, 2024 for Uzonwanne | Aggregate 66,498 options to directors/key employees at $49.80 strike; vest 1/3 on grant, 1/3 on 1st anniversary, 1/3 on 2nd anniversary (service-based) | Uzonwanne: 3,333 options counted as currently exercisable in 2024 ownership table . |
Performance metrics table (for 2021 RSUs):
- Metric: Market capitalization milestones; Requirement: maintain milestone level for 20 consecutive trading sessions; Disclosure of thresholds: Not disclosed; Vesting outcome as of 12/31/2024: No vesting .
Other Directorships & Interlocks
| Organization | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Uzonwanne in TNFA filings . |
Expertise & Qualifications
- Life sciences advisory depth; corporate strategy and finance experience across multiple markets; prior senior roles at IQVIA, EY‑Parthenon, ZS, and Mira Pharmaceuticals .
- Education: Swarthmore College, double Honors B.A. in Economics & Political Science (1998) .
Equity Ownership
| As-of Date | Security | Amount Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|---|
| Oct 18, 2024 | Common Stock (incl. derivatives within 60 days) | 3,333 | <1% | Entirely options exercisable within 60 days (no common stock held outright disclosed) . |
| Mar 25, 2025 | Common Stock (incl. derivatives within 60 days) | 3,333 | <1% (based on 7,392,565 shares outstanding) | Beneficial ownership per 2025 table; footnote detail not shown in excerpt; consistent level vs 2024 . |
- Pledging/Hedging: Company discloses no policy restricting hedging or offsetting transactions by directors or employees, creating potential misalignment risk .
- Ownership guidelines: None disclosed for directors in filings reviewed .
Governance Assessment
Strengths
- Independent director with multi-committee workload; chairs Nominating & Corporate Governance; serves on Audit, Compensation, and Risk & Disclosure committees—positions that influence board composition, ethics/disclosure, and financial oversight .
- Relevant sector expertise (biopharma strategy/finance) supporting board effectiveness in a life sciences company .
- Board-wide attendance ≥75% in 2024, indicating baseline engagement; Audit Committee met four times in 2024 .
Risks / RED FLAGS
- Compensation Committee activity: 0 meetings and 0 unanimous written consents in 2024—raises concerns about oversight of pay practices; Uzonwanne is a member of this committee .
- Hedging policy: Company states it does not have any policy prohibiting hedging or offsetting transactions by directors/employees—misalignment risk for investors .
- Financial stress signal: Director fees were cut to $60,000 in Nov 2023 with excess deferred until going‑concern risk abates; while shareholder-friendly on cost, it signals liquidity/going-concern pressure and potential director payment in stock at later date .
- Annual meeting engagement: Only one director attended the 2024 annual meeting (names not disclosed); company lacks annual meeting attendance policy—potential engagement concern (cannot ascribe to Uzonwanne individually) .
- Low personal ownership: Beneficial ownership <1%; options compose the entire disclosed balance in 2024; performance RSUs have not vested—limited current “skin in the game” .
Potential Conflicts / Related-Party Exposure
- Nominating & Corporate Governance Committee charter includes conflict controls (e.g., review of any arrangements with directors or relatives), but no related-party transactions involving Mr. Uzonwanne are disclosed in the reviewed filings .
Committee Responsibilities Highlights (relevant to his roles)
- Nominating & Corporate Governance: Leads director search/nomination; oversees Code of Conduct administration; runs annual board/committee self-evaluations; monitors independence and governance guidelines .
- Risk & Disclosure: Oversees Code of Ethics effectiveness, disclosure controls, whistleblower processes, and non-retaliation .
- Audit: Oversees financial reporting, internal controls, auditor independence/performance; Audit met four times in 2024 .
- Compensation: Reviews exec and director pay programs; did not meet in 2024 .
Notes on Director Compensation Structure
- Historical director pay set at $8,000 per month since April 2019; in Nov 2023, fees reduced to $60,000/year with deferral mechanics tied to going-concern assessment (excess payable later in cash or stock at director’s election). Uzonwanne’s 2024 cash fees totaled $92,000; no 2024 equity grants to directors reported beyond prior outstanding awards .
Overall Implications for Investors
- Uzonwanne brings relevant industry and strategy expertise and holds key governance roles; however, committee inactivity on compensation, absence of anti‑hedging policy, low director ownership, and going‑concern-driven fee deferrals collectively flag governance and alignment risks that could weigh on investor confidence until remediated .