Stephen Friscia
About Stephen Friscia
Stephen Friscia (age 54) is an independent director of TNF Pharmaceuticals, Inc. since June 13, 2024, with a background as a managing director and portfolio manager across multiple institutional asset managers focused on small- and mid-cap value equities; he holds a B.A. from Pace University – Lubin School of Business and co-founded Kipps Capital, a family office, in 2016 . TNFA’s Board has determined he meets Nasdaq’s independence criteria; the Board expects directors to attend Board and committee meetings, and in 2024 each director attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridian Asset Management LLC | Managing Director & Portfolio Manager | Not disclosed | Small/mid-cap value investing focus |
| MacKay Shields LLC | Managing Director & Portfolio Manager | Not disclosed | Small/mid-cap value investing focus |
| Bear Stearns Asset Management Inc. | Managing Director & Portfolio Manager | Not disclosed | Small/mid-cap value investing focus |
| John A. Levin & Co., Inc. | Managing Director & Portfolio Manager | Not disclosed | Small/mid-cap value investing focus |
| Evergreen Investments LLC (Wachovia Corporation) | Managing Director & Portfolio Manager | Not disclosed | Small/mid-cap value investing focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kipps Capital (family office) | Manager & Co-Founder | Founded 2016; ongoing | Private investment oversight; no TNFA-related transactions disclosed |
Board Governance
- Independence: Determined “independent” under Nasdaq Listing Rules .
- Board/committee attendance: In 2024, each director attended ≥75% of meetings; 24 total Board actions/meetings in 2024 . In 2023, each director attended ≥75%; bylaws required at least four executive sessions of independent directors per year through July 21, 2024 .
- Annual meeting attendance: Only one director attended the 2024 annual meeting; all directors attended the 2023 annual meeting .
- Committee assignments (as of Apr 21, 2025): Friscia has no committee assignments; Audit (Chair: Bill White), Compensation (Chair: Joshua Silverman), Nominating & Corporate Governance (Chair: Jude Uzonwanne), Risk & Disclosure (Chair: Bill White) .
| Committee | Member? | Chair? |
|---|---|---|
| Audit Committee | No | N/A |
| Compensation Committee | No | N/A |
| Nominating & Corporate Governance Committee | No | N/A |
| Risk & Disclosure Committee | No | N/A |
Fixed Compensation
- Director cash fee policy: $8,000/month for non-executive directors (since April 2019) with November 2023 adjustments reducing certain director annual fees to $60,000 and deferring excess amounts until going-concern constraints abate .
- 2024 director compensation (Friscia partial-year): Fees earned in cash $38,300; no stock awards or other compensation . 2023 table excludes Friscia (joined in 2024) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash (USD) | N/A – joined in 2024 | $38,300 |
| Stock Awards (USD) | N/A | $0 |
| All Other Compensation (USD) | N/A | $0 |
| Total (USD) | N/A | $38,300 |
Performance Compensation
- No director stock awards were granted in 2024 to Friscia; company disclosures show prior equity programs for directors and key employees (not necessarily awarded to Friscia):
| Program | Grant Date | Instrument | Key Performance Metrics / Terms | Vesting |
|---|---|---|---|---|
| RSU Program | Oct 14, 2021 | RSUs (93,166 total authorized across directors/key employees) | Vest in thirds upon achievement and maintenance of market capitalization milestones for 20 consecutive trading sessions; FMV per RSU $242.70 at grant | In thirds tied to market-cap milestones |
| Option Program | Jun 5, 2023 (effective Jun 7, 2023) | Options to purchase 66,498 shares at $49.80 exercise price | Time-based; directors/key employees | One-third at grant; one-third at 1-year; one-third at 2-year, subject to service |
Note: Company disclosures do not specify individual RSU/option allocations to Friscia; 2024 director compensation table shows no stock awards for him .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in biography |
Expertise & Qualifications
- Small/mid-cap value investing expertise; institutional portfolio management experience .
- Family office leadership, capital allocation background .
- Education: B.A., Pace University – Lubin School of Business .
Equity Ownership
- Beneficial ownership: No common or preferred stock holdings disclosed for Friscia in 2024 and 2025 beneficial ownership tables; group of current executives/directors owned 33,359 shares of common stock in aggregate (≤1%) as of both dates .
| As-of Date | Common Shares Beneficially Owned | % of Class | Preferred Shares (D/F/F-1/G) | Notes |
|---|---|---|---|---|
| Oct 18, 2024 | 0 (not listed with holdings) | <1% | None | Outstanding common shares 2,755,067 |
| Mar 25, 2025 | 0 (not listed with holdings) | <1% | None | Outstanding common shares 7,392,565 |
- Anti-hedging/pledging policy: Company has no policy restricting hedging or pledging by directors; this is a governance risk indicator .
Governance Assessment
- Independence and engagement: Friscia is deemed independent per Nasdaq and served since June 2024; Board-level attendance met ≥75% in 2024, supporting baseline engagement .
- Committee influence: No committee assignments for Friscia as of April 2025, limiting direct oversight impact on audit, compensation, and nominating processes .
- Ownership alignment: No disclosed beneficial ownership; absence of director stock holdings and no 2024 stock awards suggests limited “skin-in-the-game”; combined with no anti-hedging/pledging policy is a RED FLAG for alignment risk .
- Compensation structure: Cash-only partial-year fees in 2024 ($38,300) with broader Board fee reductions and deferrals tied to going-concern constraints indicate conservative cash management and potential retention risk for directors seeking equity-linked incentives .
- Attendance signals: Only one director attended the 2024 annual meeting, which may reflect scheduling or governance culture challenges; however, minimum meeting attendance thresholds were met .
- Legal/related parties: No family relationships and no material legal proceedings disclosed; Nominating & Corporate Governance Committee oversees conflict reviews and limits external board service (>6 public boards) .
RED FLAGS
- No anti-hedging/anti-pledging policy for directors .
- No disclosed share ownership by Friscia; limited ownership alignment .
- Lack of committee assignments reduces direct governance influence .
- Low annual meeting attendance at the Board level in 2024 (only one director present) .