Susan Podlogar
About Susan Podlogar
Independent Class III director at Tevogen Bio Holdings Inc. since 2024; age 61, current term expires at the 2027 annual meeting. Former Executive Vice President and Chief Human Resources Officer at MetLife (2017–June 2024), with prior senior HR leadership at Johnson & Johnson (2003–2017). She joined the Tevogen Bio board (pre-merger) in August 2022 and has served on LivaNova PLC’s board since October 2024, bringing deep HR and healthcare industry experience to TVGN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | EVP & Chief Human Resources Officer | 2017–June 2024 | Established “Workforce of the Future Development Fund” |
| Johnson & Johnson | Global VP of Human Resources; HR Executive Committee member | 2003–2017 | Senior HR leadership across multiple businesses |
| Tevogen Bio (pre-merger) | Director | August 2022–Feb 2024 | Board oversight prior to business combination |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| LivaNova PLC (Nasdaq: LIVN) | Director | October 2024 | Not disclosed in TVGN’s proxy |
| MetLife Foundation | Director (philanthropic) | Not disclosed | Philanthropic board service noted; committees not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Class III; term expires 2027 |
| Independence | Board determined Podlogar is “independent” under Nasdaq rules |
| Committee assignments | Audit Committee member (Victor Sordillo, Chair; members: Sordillo, Feike, Podlogar); all members independent and financially literate |
| Audit Committee financial expert | Board determined Feike qualifies as the AC financial expert; Podlogar not designated as ACFE |
| Board/committee meeting frequency (2024) | Board met 3 times; Audit Committee met 5 times |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Lead Independent Director | None; CEO (Dr. Saadi) is Chair; company is a “controlled company” under Nasdaq rules |
| Committee landscape | Compensation and Nominating/Corporate Governance committees were disbanded in April 2025; comp matters handled by Board or independent directors |
Fixed Compensation
| Component | 2024 Amount/Status | Notes |
|---|---|---|
| Annual retainer (cash) | Not disclosed | Director compensation section reports equity awards only |
| Committee membership fees | Not disclosed | No cash fees disclosed |
| Committee chair fees | Not applicable | Podlogar is not a committee chair |
| Meeting fees | Not disclosed | Not disclosed in proxy |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| RSUs (annual non-employee director grant) | Dec 21, 2024 | 240,000 | 239,040 | Vest ratably in 4 equal annual installments beginning Jan 1, 2025, subject to continued service |
| RSU Vesting Schedule (Dec 2024 grant) | Shares | Vest Date |
|---|---|---|
| Tranche 1 | 60,000 | Jan 1, 2025 |
| Tranche 2 | 60,000 | Jan 1, 2026 |
| Tranche 3 | 60,000 | Jan 1, 2027 |
| Tranche 4 | 60,000 | Jan 1, 2028 |
- No performance share units, options, or explicit performance metrics for director compensation are disclosed; awards are time-based RSUs .
Other Directorships & Interlocks
| Company | Industry Relationship to TVGN | Interlock/Conflict Notes |
|---|---|---|
| LivaNova PLC | Medical technology; no related-party transactions disclosed by TVGN | No conflicts or related-party transactions involving Podlogar disclosed |
Expertise & Qualifications
- Human capital strategy, talent development, and organizational transformation from CHRO roles at MetLife and senior HR leadership at Johnson & Johnson .
- Healthcare sector familiarity via J&J experience and LivaNova board service .
- Financial literacy suitable for Audit Committee service; Audit Committee composed entirely of independent directors .
- Independent status affirmed by the Board under Nasdaq rules .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Components/Notes |
|---|---|---|---|
| Susan Podlogar | 253,924 | <1% | Includes 60,000 RSUs vested but subject to settlement as of April 30, 2025 |
| Shares outstanding (context) | 183,893,433 | — | As of Record Date April 30, 2025 |
- Anti-hedging and anti-pledging policy: directors are prohibited from hedging and pledging company stock; options/derivatives trading also prohibited .
Governance Assessment
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Board effectiveness and independence: Podlogar is independent and serves on the Audit Committee; committee is fully independent with defined oversight functions, which can support investor confidence in financial reporting and controls .
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Ownership alignment: Podlogar’s compensation is entirely equity-based RSUs with multi-year vesting; anti-hedging/pledging policy strengthens alignment; beneficial ownership includes vested but unsettled RSUs, indicating actual equity exposure .
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Attendance and engagement: Met minimum attendance threshold (≥75%) across Board and committee meetings in 2024; Audit Committee met five times, evidencing active oversight cadence .
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Other directorships: LivaNova PLC board seat adds sector expertise; no disclosed related-party transactions or interlocks involving Podlogar at TVGN .
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Board structure constraints (context): TVGN is a controlled company led by CEO-Chair without a Lead Independent Director; Compensation and Nominating/Governance committees disbanded in April 2025—compensation oversight now handled by Board/independent directors. These features may limit independent checks and broaden workloads on the Audit Committee where Podlogar serves .
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RED FLAGS to monitor:
- Controlled company status and absence of a Lead Independent Director .
- Disbanding of Compensation and Nominating/Governance committees; ensure independent directors maintain robust oversight of executive pay and nominations .
- Multiple related-party transactions at the company level (CEO/CFO family affiliates, preferred stock and facilities agreements) increase governance complexity, although none are attributed to Podlogar; continued Audit Committee rigor is critical .