Craig Jalbert
About Craig Jalbert
Craig R. Jalbert is President, Corporate Secretary, and the sole Class I director of Unity Biotechnology, Inc. (UNBX) since June 27, 2025, appointed to lead the company’s wind-down and dissolution. He is a principal at Verdolino & Lowey, P.C. (since 1987) with over 30 years focused on distressed businesses, serving as officer and director in wind-down phases across numerous public and private companies . Unity shareholders approved dissolution on September 18, 2025, and the Certificate of Dissolution became effective September 26, 2025; the company cautions that trading in its securities is highly speculative, with no expectation of stockholder distributions under the Plan of Dissolution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verdolino & Lowey, P.C. | Principal | 1987–present | Practice focused on distressed businesses; officer/director roles in wind-downs for numerous companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various public and private companies (not specified) | Officer/Director (wind-down phases) | 30+ years | Execution leadership in wind-downs and dissolution processes |
Fixed Compensation
- Unity expects to compensate Jalbert for service during the dissolution; the Plan authorizes paying officers/directors compensation or additional compensation (including severance and retention), as needed for wind-down execution .
- The company will continue to indemnify current and former officers/directors and may extend D&O insurance; retention amounts for extended coverage are contemplated and included in wind-down reserves .
Performance Compensation
- No performance metrics, incentive plan structures, targets, or payouts tied to Jalbert’s compensation are disclosed in the dissolution proxy or subsequent filings; compensation during wind-down is approved at Board discretion without specified performance weighting .
Equity Ownership & Alignment
| Holder | Common Shares | Options Exercisable (60 days) | Beneficially Owned (Total) | % of Common Outstanding |
|---|---|---|---|---|
| Craig R. Jalbert | 0 | 0 | 0 | <1% |
- As of the Record Date (July 25, 2025), Jalbert held one share of Series A Preferred Stock solely for voting on the Dissolution Proposal (600,000,000 votes, voting in proportion to Common Stock), which is not convertible into common stock and was automatically transferred back to the Company upon adjournment after approval .
- Shares outstanding on the Record Date: 17,212,172 common shares .
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Roles | Appointed June 27, 2025 as President, Corporate Secretary, and sole Class I director |
| Indemnification & D&O Insurance | Indemnification continues per DGCL, Charter, Bylaws; Board authorized to obtain/extend D&O insurance during survival period |
| Compensation Authorization | Plan authorizes additional compensation, severance, and retention arrangements for directors/officers as needed for wind-down |
Board Governance
| Attribute | Detail |
|---|---|
| Board Seat | Class I director; appointed June 27, 2025 |
| Board Size | Reduced to one director; expected to remain at one seat to save costs during dissolution |
| Committees | None (one-member board during dissolution; committee operations not maintained) |
| Independence | Dual role executive (President & Secretary) and sole director during dissolution |
| Meeting Attendance | Not disclosed |
| Lead Independent Director | Not applicable (one-member board) |
Performance & Track Record
- Led Unity’s dissolution process, securing stockholder approval of the Dissolution and Adjournment proposals on September 18, 2025 (450.23M votes For; 150.69M Against) and filing the Certificate of Dissolution effective September 26, 2025 .
- Executed cost-preservation initiatives including termination of the South San Francisco lease, negotiating prepaid rent and revenue-sharing provisions tied to any asset monetization post-termination .
Related Agreements & Wind-down Constraints
- Lease Termination Agreement: Unity paid ~$3.65M in prepaid rent (including $2.75M cash and $0.90M letter-of-credit draw). Landlord is entitled to 25% of cash consideration from asset monetizations (including equity issuances) up to ~$26.9M within 24 months after lease termination; the cap is reduced by prepaid rent received .
- Transfer Books Closed: Effective September 26, 2025, shares of common stock are no longer transferable on the company’s books; stockholder rights reduced to dissolution distributions under DGCL (if any) .
- Reporting Exit: The company plans to exit Exchange Act reporting requirements, though filings may continue during a protracted exit; public information will be substantially reduced .
Risk Indicators & Red Flags
- Dissolution and Delisting: Dissolution effective September 26, 2025; Nasdaq delisting became effective August 16, 2025; trading moved to OTC Pink, with company warning that trading is highly speculative .
- No Expected Distributions: Board expects no amounts available for stockholder distribution due to liabilities, wind-down costs, and reserves requirements .
- Governance Compression: One-member board during survival period eliminates typical committee oversight, concentrating authority in the executive/director role to minimize cost .
- Indemnification & Insurance: Continued indemnification and D&O insurance extension obligations prioritized in reserves, reducing distributable cash (if any) .
Investment Implications
- Alignment: Jalbert holds no common equity and the Series A Preferred voting share was non-convertible and automatically retired post-meeting, indicating minimal equity-based alignment; compensation is approved for wind-down duties without disclosed performance metrics .
- Governance & Oversight: Sole-director structure and executive dual-role concentrate decision-making; committee oversight is not maintained during dissolution, appropriate for cost control but limits independent checks .
- Trading Risk: With dissolution effective and delisting complete, trading is speculative; the company cautions prices may bear little relation to realizable value, and distributions are not expected .
- Asset Monetization Drag: Lease termination terms allocate 25% of monetize proceeds to landlord up to ~$26.9M within the specified window, further encumbering potential recoveries to stockholders and signaling limited residual value pathways .