Douglas Jay Cohen
About Douglas Jay Cohen
Douglas Jay Cohen, age 54, is VIVS’s Lead Independent Director (appointed September 15, 2022) and has served on the Board since September 2020. He is President & CEO of IR Medtek LLC (since January 2019) and Beacon Street Innovations (since September 2016), and previously was Vice President of Operations & Engineering at Screen Machine Industries (1994–2016); he is an active investor in more than 20 biotech startups and has invested in VIVS since 2013. Mr. Cohen holds a B.S. from the Massachusetts Institute of Technology, and the Board cites his life sciences, emerging growth leadership, and strategy experience as qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Screen Machine Industries | Vice President, Operations & Engineering | Jan 1994 – Sep 2016 | Led operations/engineering at industrial and construction equipment manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IR Medtek LLC | President & CEO | Jan 2019 – Present | Medical device company; non-invasive probe technology licensed from Ohio State University |
| Beacon Street Innovations | President & CEO | Sep 2016 – Present | Advanced technology printing company |
| Biotech startup investing | Active angel investor | Past 10 years | >20 biotech investments; invested in VIVS in 2013 and maintained position |
Board Governance
- Independence: The Board affirmatively determined Cohen is independent under Nasdaq and SEC rules; Keith Murphy is not independent due to related-party transactions with Viscient.
- Committee assignments:
- Audit Committee: Member (Chair: Milhous; Members: Cohen, Stern).
- Compensation Committee: Member (Chair: Gobel; Members: Cohen, Stern).
- Nominating & Corporate Governance Committee: Chair (Members: Gobel, Milhous).
- Science & Technology Committee: Not a member.
- Lead Independent Director responsibilities include presiding over executive sessions, liaison between independent directors and Executive Chairman/management, reviewing agendas, advising on committee chair selection, and engaging with stockholders.
- Attendance and engagement: All directors attended ≥75% of Board and committee meetings (FY ended Mar 31, 2025); Board met 8 times with 10 written consents; Audit met 4 times (2 consents); Compensation met 0 times (5 consents); Nominating met 0 times (3 consents); Science & Tech met 1 time; all directors attended the 2024 Annual Meeting.
- Executive sessions: Held at each regularly scheduled Board meeting; policy to meet without management, with Executive Chairman in attendance.
- Governance practices: Stock ownership guidelines, prohibition on hedging/pledging, plurality-plus resignation policy in uncontested elections, independent compensation consultant, and annual advisory vote on executive pay.
Fixed Compensation
- Framework (Fiscal 2025): Annual Board cash retainer $66,300; committee retainers—Chair $25,500; member $15,300; no meeting fees; total director cash capped at $105,000. Each director received RSUs for 1,633 shares in Aug 2024 (grant value ≈$10,700) vesting Aug 4, 2025; reimbursement of reasonable travel/lodging.
| Director Compensation (Fiscal 2025) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 105,000 |
| Stock Awards (RSUs grant-date fair value) | 10,729 |
| Option Awards | — |
| All Other Compensation | — |
| Total | 115,729 |
| Cash Retainer Structure (Fiscal 2025) | Audit Committee | Compensation Committee | Nominating & Corp Gov | Science & Technology |
|---|---|---|---|---|
| Committee Chair ($) | 25,500 | 25,500 | 25,500 | 25,500 |
| Committee Member ($) | 15,300 | 15,300 | 15,300 | 15,300 |
| Board Member Annual Cash Retainer ($) | 66,300 | 66,300 | 66,300 | 66,300 |
| Total Cash Cap per Director ($) | 105,000 | 105,000 | 105,000 | 105,000 |
Performance Compensation
| Director Equity Grant Details | Grant Date | Shares | Type | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant | Aug 2024 | 1,633 | Time-based RSU | Vested in full on Aug 4, 2025 | None disclosed for director grants; no director options awarded |
No director-specific performance metrics (e.g., TSR, revenue) are tied to compensation; RSUs are time-based.
Other Directorships & Interlocks
| Company | Relationship | Role/Position | Notes |
|---|---|---|---|
| Viscient Biosciences | Related party to VIVS | Investor via convertible note (with Stern and Gobel); not an employee/officer/director | Intercompany agreement in place; VIVS incurred ~$118,000 R&D consulting expenses from Viscient in FY2025 and provided ~$3,000 histology services; oversight via related-party policy and Audit Committee. |
- Plurality-plus policy requires resignation if “withheld” votes exceed “for” votes in uncontested elections, adding accountability to director elections.
Expertise & Qualifications
- Education: B.S., Massachusetts Institute of Technology.
- Domain expertise: Life sciences industry exposure, emerging growth company management, strategy development; cited by Board as qualification.
- Governance roles: Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Audit and Compensation—indicating broad oversight capability.
Equity Ownership
| Beneficial Ownership (as of Oct 17, 2025) | Shares |
|---|---|
| Directly held | 5,732 |
| Held by children | 167 |
| Options exercisable within 60 days | 4,374 |
| Total beneficial ownership | 10,273 |
| Percent of outstanding (2,607,962 shares outstanding) | <1% |
- Stock ownership guidelines: Directors must hold stock valued at 4× annual cash retainer within 5 years of joining; Company states directors who have served >5 years are in compliance (Cohen joined in 2020, near/at the threshold).
- Hedging/pledging: Prohibited for directors and employees; margin accounts and derivatives disallowed.
- Section 16 compliance: No delinquent filings identified in Fiscal 2025.
Governance Assessment
- Positives:
- Independent director with extensive committee responsibilities (Audit, Compensation) and Chair of Nominating & Governance; appointed Lead Independent Director with defined responsibilities that enhance board oversight and stockholder engagement.
- Attendance standards met across Board/committees; active use of executive sessions; strong governance policies (ownership guidelines; hedging/pledging prohibition; plurality-plus standard).
- Director compensation structure capped and modest equity grants align incentives without excessive risk; independent compensation consultant retained.
- Risks/Red Flags:
- Related-party exposure via Viscient intercompany agreement; multiple directors (including Cohen) invested in Viscient, which could create perceived conflicts notwithstanding policy controls and Audit Committee approvals; ~$118,000 R&D consulting expenses to Viscient in FY2025.
- Executive Chairman’s non-independence due to Viscient payments underscores the need for robust Lead Independent Director function and committee oversight, which Cohen currently provides.
Overall, Cohen’s governance footprint—Lead Independent Director, committee leadership/membership, and adherence to independence/attendance standards—supports board effectiveness; the Viscient nexus is the primary conflict area to monitor, mitigated by formal related-party policies and independent committee oversight.