Victor Sordillo
About Victor Sordillo
Victor Sordillo (age 72) is an independent Class II director of Tevogen Bio Holdings Inc. (TVGN), serving on the board since February 2024 (previously joined Tevogen Bio’s board in July 2023), and chairs the Audit Committee; his current term runs through the 2026 annual meeting . He is Director of Risk Advisory Services at Verita CSG, Inc. since March 2024, and previously held senior risk management roles at Sompo International, QBE North America, and Chubb NA; he is a registered professional civil and fire protection engineer and Certified Safety Professional, and served over 22 years as mayor of Warren, New Jersey . The board has determined he is independent under Nasdaq rules; the board is majority independent (all directors other than CEO/Chair Dr. Saadi) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verita CSG, Inc. | Director of Risk Advisory Services | Mar 2024–present | Risk advisory lead; commercial insurance/risk management solutions |
| Sompo International | EVP, Director of Risk Control Services | 2017–Mar 2024 | Led risk control services for P&C insurer |
| QBE North America | Senior Vice President – Risk Solutions | 2016–2017 | Senior risk leadership |
| Chubb North America | VP & Global Technical Services Manager | 2000–2016 | Managed global technical risk services |
| Town of Warren, New Jersey | Mayor | >22 years | Longstanding civic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | 0 current public company directorships |
| Professional credentials | — | — | Registered professional civil and fire protection engineer; Certified Safety Professional |
| Civic | Mayor of Warren, NJ | >22 years | Community leadership |
Board Governance
- Committee assignments: Audit Committee Chair; committee members are Sordillo (Chair), Jeffrey Feike, and Susan Podlogar; all are independent under SEC/Nasdaq rules . The Board designated Feike as the Audit Committee financial expert; Sordillo chairs but is not the named “financial expert” .
- Structure: Controlled company with CEO/Chair combined (Dr. Saadi) and no Lead Independent Director; only standing committee is Audit; compensation and nominating/governance committees were disbanded in April 2025 and their functions moved to the full board/independent directors .
- Meetings and attendance: In 2024, the Board met 3 times and the Audit Committee met 5 times; each director attended at least 75% of the meetings of the Board and committees on which they served .
- Risk oversight: The Board oversees risk through the Audit Committee, which reviews financial reporting, internal controls, risk exposures, and auditor independence; the Audit Committee charter is on the company website .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Stock awards (RSUs) – 2024 | 478,080 | Two grants in Dec 2024: 240,000 RSUs on Dec 21, 2024 vesting ratably in four equal annual installments beginning Jan 1, 2025; and 240,000 RSUs on Dec 20, 2024 that vested immediately in recognition of past board service; amounts reflect ASC 718 grant-date fair value based on closing price on grant date . |
| RSU Grant Details | Grant Date | Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual director grant | Dec 21, 2024 | 240,000 | 4-year ratable; first tranche vests Jan 1, 2025 | 239,040 (per 240,000-share director grant) |
| Additional recognition grant | Dec 20, 2024 | 240,000 | Vested immediately | 239,040 (equal to other 240,000-share director grant) |
- 2023 pre-board grant: In anticipation of joining Tevogen Bio’s board, Sordillo received RSUs for 19,000 non‑voting common shares (grant-date fair value $253,460) in 2023 .
- No cash retainers/fees are shown in the 2024 director compensation table; disclosed 2024 director compensation for Sordillo consisted solely of equity (RSUs) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity awards are time-based RSUs as described; no options were granted (the company notes it has never granted options) . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | 0 current public company directorships; no interlocks disclosed . |
Expertise & Qualifications
- Deep risk management and insurance expertise from senior roles at Sompo International, QBE North America, and Chubb NA; registered professional civil and fire protection engineer; Certified Safety Professional—relevant to audit/risk oversight .
- Governance experience as long-tenured mayor; however, Audit Committee “financial expert” designation resides with another member (Feike) .
Equity Ownership
| Item | Amount/Detail | As of |
|---|---|---|
| Beneficial ownership (shares) | 373,933 | Apr 30, 2025 |
| % of outstanding | * (less than 1%) | Apr 30, 2025 |
| Includes vested-but-unsettled RSUs | 67,676 shares | Apr 30, 2025 |
| RSUs outstanding (director awards) | 286,058 RSUs outstanding as of Dec 31, 2024 (includes 38,382 unvested from a Jan 5, 2023 Tevogen Bio award adjusted by exchange ratio; 7,676 vested-unsettled as of year-end) | Dec 31, 2024 |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors, officers, and employees | Dec 31, 2024 policy disclosure |
Note: Beneficial ownership calculations include RSUs vesting within 60 days of April 30, 2025, and vested-but-unsettled RSUs; asterisk denotes less than 1% .
Governance Assessment
- Positives: Independent director and Audit Committee Chair with risk/engineering credentials; Audit Committee composed entirely of independent directors and operating under a published charter; at least 75% attendance in 2024; audit oversight includes auditor independence, internal controls, and financial risk reviews .
- Alignment: 2024 director compensation for Sordillo was entirely equity-based (RSUs), including an annual grant with multi-year vesting, supporting ownership alignment; beneficial ownership disclosed with additional vested-but-unsettled RSUs .
- RED FLAGS / Watch items:
- Controlled company with CEO also serving as Chair; no Lead Independent Director .
- Compensation and Nominating/Governance Committees were disbanded in April 2025; their functions now handled by the full board/independent directors, increasing the burden on board processes and on the Audit Committee Chair’s role in monitoring related-party transactions .
- Numerous related‑party transactions at the company level (e.g., financing and services associated with large shareholders); while the only item involving Sordillo personally is a 2023 RSU grant in anticipation of board service, the overall related‑party environment requires heightened audit oversight .
- Compliance: Section 16(a) compliance was reported as timely for 2024 except for one former director (Ajjarapu), with no exceptions named for Sordillo .