Gerald McLaughlin - Chairman of the Board | Allarity Therapeutics (ALLR) Executive Profile & Compensation

About Gerald W. McLaughlin

Gerald W. McLaughlin (age 57) has served on Allarity Therapeutics’ Board since October 2022 and as Chairman since January 2023. He brings senior biopharma leadership experience across financing, M&A, licensing, product development, commercialization, lifecycle management, and operations. Education: B.A. in Economics (Dickinson College) and MBA (Villanova School of Business). Independence: Affirmatively determined independent under Nasdaq rules. Tenure: Class II director with term expiring at the 2027 annual meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
Neos Therapeutics, Inc.	President & CEO	2018–2021	Led a commercial-stage pharmaceutical company; experience in financing and operations noted.
AgeneBio, Inc.	President & CEO	2014–2018	Clinical-stage biopharma leadership; neurologic/psychiatric focus.
Various biopharma leadership roles	Senior executive/board member	Various	Extensive experience across financing, M&A, licensing, product development, commercialization, and operations.

External Roles

Organization	Role	Tenure	Committees/Impact
Life Biosciences LLC	Chief Executive Officer & Board Member	2021–present	CEO and board service at a biotechnology company.

Board Governance

Board structure: 4 directors in three staggered classes (Class I: Vazzano; Class II: McLaughlin, Benjamin; Class III: Jensen). Chairman and CEO roles are separated to reinforce board independence and objective oversight.
Independence: Board determined all directors other than CEO Thomas H. Jensen are independent under Nasdaq rules; McLaughlin is independent.
Committee assignments:
- Audit Committee: Member; committee chaired by Joseph W. Vazzano (audit committee financial expert).
- Compensation Committee: Chairman.
- Nominating & Corporate Governance Committee: Chairman.
Meeting cadence in FY2024: Board 4; Audit 4; Compensation 1; Nominating & Corporate Governance 0. All four directors attended the 2024 annual meeting.

Fixed Compensation

Component (2024)	Amount (USD)	Basis
Annual Director Retainer	$50,000	Non-employee director annual fee.
Chairman of the Board Fee	$30,000	Additional annual fee for Chairman/Lead Independent Director.
Compensation Committee Chair Fee	$10,000	Additional annual fee for committee chair.
Nominating & Corporate Governance Committee Chair Fee	$8,000	Additional annual fee for committee chair.
Audit Committee Member Fee	$7,500	Additional annual fee for committee member.
Total Fees Earned (2024)	$105,500	As disclosed; components align with role-based fee schedule.

Notes:

Non-employee directors may elect to receive annual retainers/meeting fees in cash or awards under the 2021 Plan; cap for director pay is $750,000 per year ($1,000,000 in initial year).

Performance Compensation

Instrument (2024)	Grant Date	Quantity	Fair Value	Vesting/Terms	Notes
RSUs/Stock Awards	—	—	—	—	No stock awards granted in 2024.
Options	—	—	—	—	No options granted in 2024; all outstanding options were forfeited in December 2024.

Plan mechanics and limits:

Directors eligible for all award types except ISOs; election to receive awards in lieu of cash permitted.
Director compensation cap: $750,000 per calendar year; $1,000,000 in initial year (grant-date fair value basis).
Change-in-control: awards may be continued/assumed/substituted/accelerated/settled/cancelled per transaction agreement; committee may exchange/reprice/buyout awards with participant consent.

Other Directorships & Interlocks

Company	Public/Private	Role	Committee Roles	Interlocks/Conflicts
Life Biosciences LLC	Not disclosed as public	CEO & Board Member	Not disclosed	No related-party transactions disclosed with Allarity.

No other public company directorships disclosed.

Expertise & Qualifications

Senior biopharma leadership in financing, M&A, licensing, product development, commercialization, lifecycle management, and operations.
Educational credentials: BA Economics (Dickinson); MBA (Villanova School of Business).
Governance experience: Chairman of the Board; chair of Compensation and Nominating & Governance committees; Audit Committee member.

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Basis/Date
Gerald W. McLaughlin	—	—	As of record date; none of directors/executives beneficially owned shares; outstanding shares 17,075,338.

Additional alignment indicators:

No shares pledged disclosed.
Directors may elect equity in lieu of cash under the 2021 Plan, but McLaughlin received cash-only fees in 2024.

Governance Assessment

Board effectiveness: Separation of Chairman/CEO roles supports independent oversight; McLaughlin, as independent Chairman, shapes agendas and board work.
Oversight cadence risk: Compensation Committee met only once and Nominating & Governance did not meet in 2024—may indicate limited formal activity in pay oversight and board refreshment; McLaughlin chairs both committees.
Alignment concern: No director/executive share ownership as of record date—weak “skin in the game” signal for alignment; consider encouraging equity retainer elections or ownership guidelines.
Compensation structure: Fees are modest and role-based; directors can elect equity in lieu of cash, and the plan permits award exchanges/repricing with consent—monitor for any future repricings or generous equity grants given shareholder sensitivity.
Independence and committee coverage: McLaughlin is independent and serves across Audit, Compensation (chair), and Nominating & Governance (chair); broad influence with concentrated leadership roles.

RED FLAGS

Zero ownership by directors/executives as of record date—weak ownership alignment.
Nominating & Corporate Governance Committee held zero meetings in 2024—potential board refreshment/oversight gap under McLaughlin’s chairmanship.
Plan authorizes award exchanges/repricing (with consent)—shareholder-unfriendly potential if used; requires close monitoring.