Curtis Patton
About Curtis Patton
Dr. Curtis Patton, age 89, is an independent Class I director of Tevogen Bio Holdings Inc. (TVGN), serving on the board since February 2024 and previously on Tevogen Bio’s board since July 2020; he is Professor Emeritus at Yale School of Public Health with 36 years at Yale, and is standing for re‑election in 2025 to a three‑year term through 2028 . He is independent under Nasdaq rules; TVGN currently has no lead independent director and is a “controlled company” led by CEO/Chair and majority stockholder Dr. Ryan Saadi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Public Health | Division Head, Epidemiology of Microbial Diseases | 36 years at Yale | Led epidemiology division; administrative leadership |
| Yale School of Public Health | Acting Head of Global Health | 36 years at Yale | Oversight of global health initiatives |
| Yale School of Public Health | Director of International Medical Studies | 36 years at Yale | Directed international medical programs |
| Yale School of Public Health | Chair, Committee on International Health | 36 years at Yale | Chaired committee on international health |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Yale School of Public Health | Professor Emeritus | No | Academic role; not a public company directorship |
| — | — | None | Dr. Patton holds zero current public company directorships per proxy table |
Board Governance
- Committee assignments: Not currently a member of the Audit Committee; Audit Committee members are Victor Sordillo (Chair), Jeffrey Feike, and Susan Podlogar .
- Independence: Board determined Dr. Patton (and other non‑management directors) are independent under Nasdaq rules; no family relationships with executive officers .
- Attendance: In 2024, the Board met 3 times; Audit Committee met 5 times; each director attended at least 75% of meetings of the Board and applicable committees .
- Board leadership: CEO Dr. Saadi is Chair; no Lead Independent Director, which the Board deems appropriate given company size .
- Controlled company: TVGN is a controlled company under Nasdaq (majority voting power held by Dr. Saadi) and does not have compensation or nominating committees; these functions are performed by the Board (and for certain compensation decisions, independent directors) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | 2024 director compensation table presents stock awards only; no cash fees disclosed |
| Committee fees / Meeting fees | Not disclosed | No separate cash fees disclosed in proxy |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director equity) | Dec 21, 2024 | 240,000 | 239,040 | Vest ratably in four equal annual installments beginning Jan 1, 2025, subject to continued service | None; service‑based only |
Mr. Sordillo received additional RSUs in recognition of past service; Dr. Patton’s grant aligns with standard non‑employee director awards .
Other Directorships & Interlocks
| Category | Status | Detail |
|---|---|---|
| Current public company boards | None | “Other Current Public Companies Directorships: 0” for Dr. Patton |
| Private/non‑profit/academic boards | Yes (academic) | Professor Emeritus, Yale School of Public Health |
| Interlocks / potential conflicts | None disclosed | Related‑party transactions disclosed do not involve Dr. Patton |
Expertise & Qualifications
- Public health and epidemiology expertise with extensive academic leadership at Yale School of Public Health (Division Head, Acting Head of Global Health, Director of International Medical Studies, Committee Chair) .
- Independent director with no current public company interlocks, supporting objective oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,029,618 | As of April 30, 2025 beneficial ownership table |
| Ownership as % of outstanding | <1% | Table indicates “* Less than 1%” |
| Vested RSUs not settled (included in ownership calc) | 60,000 | Footnote indicates 60,000 vested RSUs remain unsettled |
| RSUs outstanding (as of 12/31/2024) | 240,000 | Outstanding director RSUs at FY‑end |
| Anti‑hedging/pledging | Prohibited | Policy bans hedging, pledging, derivatives, short sales, margin accounts |
Governance Assessment
- Strengths:
- Independence affirmed under Nasdaq; no family ties to management, supporting impartiality .
- Anti‑hedging and anti‑pledging policy reduces misalignment risk and discourages risk‑shifting .
- Attendance at least 75% of meetings indicates baseline engagement (Board=3, Audit=5 in 2024) .
- Concerns and RED FLAGS (company context impacting board effectiveness):
- Controlled company status with CEO/Chair and majority stockholder; exemptions allow no compensation or nominating committees, concentrating power and reducing independent oversight of pay and nominations .
- No Lead Independent Director, limiting counterbalance to combined CEO/Chair structure .
- Numerous related‑party transactions with significant shareholders and executives’ family members (e.g., Patel Family preferred stock/loans/consulting RSUs; consulting agreements involving CEO’s spouse and CFO’s daughter’s company), increasing perceived conflict risk; none are attributed to Dr. Patton, but they raise oversight demands on independent directors .
- Compensation alignment:
- Director pay in 2024 consists solely of time‑vested RSUs; absence of cash fees suggests stronger equity alignment but lacks performance linkage; vesting is service‑based .
- Attendance policy and shareholder engagement:
- Directors encouraged (not required) to attend annual meeting; regular executive sessions by independent directors noted, but frequency not quantified .
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16 filings (2024) | No delinquency indicated for Dr. Patton | Proxy notes timely compliance overall in 2024 except one former director (Ajjarapu) |
Anti‑hedging/pledging policy applies to directors and restricts transactions that could undermine alignment .
Director Compensation Detail (2024)
| Name | Stock Awards ($) | RSUs Granted (#) | Vesting Start | Vesting Cadence |
|---|---|---|---|---|
| Curtis Patton | 239,040 | 240,000 | Jan 1, 2025 | 4 equal annual installments, service‑based |
Committee Assignments Summary
| Committee | Member? | Chair? | Notes |
|---|---|---|---|
| Audit Committee | No | No | Committee members: Sordillo (Chair), Feike, Podlogar |
Independence & Attendance Summary
| Attribute | Status | Evidence |
|---|---|---|
| Independence (Nasdaq) | Independent | Board determination per Corporate Governance section |
| Board attendance (2024) | ≥75% | Each director met at least 75% attendance; Board met 3 times |
| Committee attendance (2024) | ≥75% | Each director met at least 75% attendance; Audit met 5 times |
Notes on Compensation Governance (Company Context)
- TVGN disbanded its compensation and nominating committees in April 2025; compensation functions performed by the Board and, for certain executive compensation decisions, independent directors, per controlled company provisions .
- Independent director oversight of executive compensation continues notwithstanding absence of a dedicated committee .