Jeffrey Feike
About Jeffrey Feike
Jeffrey Feike, age 75, has served on Tevogen Bio Holdings Inc.’s Board since February 2024 and previously served on Tevogen Bio’s board beginning in August 2022 . He is an independent director and Audit Committee member, designated as the Audit Committee financial expert based on decades overseeing CFOs and financial statement preparation during his hospital CEO roles . His background includes hospital development, oversight of outpatient clinics and EMS systems; education is not provided in the proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Health – Fort Loudoun Medical Center | Hospital President | Sep 2004 – Jun 2022 | Oversaw CFOs; led development of hospitals, outpatient clinics, EMS systems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State EMS Board (East Tennessee) | Representative on Clinical Issues Committee | Not disclosed | Clinical issues oversight |
| Regional Medical Communications Center for East Tennessee | Board Member | Not disclosed | Regional medical communications governance |
Board Governance
- Committee assignments: Audit Committee member; Victor Sordillo (Chair), members include Feike and Susan Podlogar .
- Audit Committee financial expert: Board determined Feike meets financial expert attributes via his executive experience overseeing financial statements .
- Independence: Board affirmatively determined Feike is independent under Nasdaq rules .
- Attendance and engagement: In 2024, Board met 3 times and the Audit Committee met 5 times; each director attended at least 75% of meetings of the Board and relevant committees .
- Board structure and control: Tevogen is a Nasdaq “controlled company” led by CEO/Chair Dr. Saadi (>50% voting power); no lead independent director; compensation and nominating committees were disbanded in April 2025, with independent directors and the full Board handling those functions .
Fixed Compensation
- No cash retainers or meeting/committee fees are disclosed for non-employee directors in 2024; reported director compensation consisted solely of stock awards (RSUs) .
Performance Compensation
| Component | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting | Performance Metrics Tied |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Dec 21, 2024 | 240,000 | 239,040 | Time-based; four equal annual installments starting Jan 1, 2025, subject to service | None disclosed; time-based vesting only |
Note: Mr. Sordillo (Audit Chair) received an additional 240,000 RSUs on Dec 20, 2024 that vested immediately (past service recognition); other directors, including Feike, received the standard 240,000 RSU award .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees | Notes/Interlock |
|---|---|---|---|---|
| None | — | — | — | Feike held 0 current public company directorships per proxy |
Expertise & Qualifications
- Healthcare operations leader with long tenure as hospital president, leading development of hospitals, outpatient clinics, and EMS systems .
- Financial literacy and audit oversight capacity recognized by Board as Audit Committee financial expert .
- EMS governance participation at state and regional levels .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 641,771; includes 60,000 vested RSUs pending settlement |
| Ownership as % of shares outstanding | Less than 1% (common shares outstanding 183,893,433 as of Apr 30, 2025) |
| Vested vs unvested breakdown | 60,000 vested RSUs not yet settled; 240,000 RSUs outstanding as of Dec 31, 2024 (director grant) |
| Hedging/pledging | Directors are prohibited from hedging and pledging company stock under Insider Trading Policy |
Governance Assessment
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Strengths:
- Independent director with relevant financial oversight and health system operations experience; designated Audit Committee financial expert, bolstering financial reporting oversight .
- Audit Committee fully independent; charter and activities (financial controls, auditor independence, risk oversight) detailed and aligned with SOX, SEC, and Nasdaq requirements .
- Equity-based director pay with multi-year vesting fosters longer-term alignment; anti-hedging/pledging policy supports alignment with shareholders .
-
Risks and RED FLAGS (governance context):
- Controlled company status with CEO/Chair holding majority voting power; no lead independent director; compensation and nominating committees disbanded in April 2025 (functions handled by Board/independent directors), reducing formal independent committee oversight .
- Multiple related-party transactions involving significant grants and financing arrangements with parties connected to insiders (CEO/CFO families and >5% holders), increasing perceived conflict risk; no transactions disclosed as involving Feike, but overall related-party exposure may affect investor confidence .
- Attendance disclosed only as “≥75%”; while meeting minimum expectations, lack of detailed attendance metrics limits granular engagement assessment .
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Implications:
- Feike’s audit expertise is a positive counterweight within a controlled company structure; continued independent oversight in the Audit Committee is key for investor confidence .
- The equity-only director compensation with time-based vesting provides alignment, but absence of performance-conditioned director equity may limit direct pay-for-performance signals .
- Monitoring of related-party transactions through Audit Committee approval processes remains critical; no Feike-specific conflicts are disclosed, but board-level processes and transparency matter in this control environment –.