Thomas Jensen

About Thomas Jensen

Thomas H. Jensen, 46, is Allarity Therapeutics’ Chief Executive Officer and a director (appointed to the Board July 7, 2022; CEO since December 8, 2023). He holds a B.S. in Biology from the Technical University of Denmark with further studies at the University of Copenhagen, co‑founded Allarity A/S in 2004, and has led IT, investor relations, and lab operations in Denmark; he is credited with inventions underpinning the company’s DRP drug response prediction platform . He serves on the Board (Class III; moved from Class I on April 16, 2025, term to 2028) and is not independent as CEO; the Chair and CEO roles are separated . The company is an Emerging Growth Company and does not provide say‑on‑pay or CEO pay ratio disclosures; specific TSR/revenue/EBITDA growth metrics tied to his pay were not disclosed .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Multi‑Year CEO Compensation (Summary)

Equity Ownership & Alignment

• Beneficial ownership trend (record dates):
  • Mar 3, 2023: 116 common shares (including options) .
  • 2024 proxy (record date referenced): 6 shares (1 share plus 5 issuable upon exercise of vested options) .
  • Apr 16, 2025: 0 shares; none of the directors/executives beneficially owned stock as of record date .
• Outstanding executive equity at year‑end 2024: No outstanding/ unvested equity reported for Jensen as of Dec 31, 2024 (NEO table shows “—” for him) .
• Hedging/pledging:
  • No specific hedging policy has been adopted by the Board (explicitly none) .
  • The equity plan includes escrow/pledge mechanics for shares purchased with promissory notes; no executive‑level pledging prohibition disclosed .
• Ownership guidelines: No executive stock ownership guidelines disclosed in 2025 proxy; Section 16 reports were timely for 2024 .

Employment Terms

Board Governance

• Structure/roles:
  • Classified board: Class I (term ends 2026), Class II (2027), Class III (2028). On Apr 16, 2025, Jensen was moved from Class I to Class III to rebalance classes; service deemed uninterrupted .
  • Chair and CEO roles are separated; Chair sets agendas and reports, enhancing board independence .
• Independence/committees:
  • Jensen is not independent due to executive role .
  • Committee membership: Audit (Vazzano chair), Compensation (McLaughlin chair), Nominating/Governance (McLaughlin chair); Jensen has no committee roles .
  • Executive Committee established Dec 8, 2023; members include McLaughlin, Vazzano, Benjamin, and Jensen .

Director Compensation (context)

• Non‑employee directors receive: $50,000 annual retainer; additional fees for Chair/Lead ($30,000), Audit Chair/member ($15,000/$7,500), Compensation Chair/member ($10,000/$5,000), Nominating Chair/member ($8,000/$4,000) . Jensen, as an employee director, does not receive non‑employee director fees .

Company Policies Relevant to Incentives

• Hedging: No specific hedging policy adopted (explicitly none) .
• Clawback: Compensation recovery policy adopted per SEC/Nasdaq rules; applies to time‑ and performance‑vesting equity and other incentive pay .
• Equity plan features: Allows repricing, exchanges, and buyouts of awards (with/without prior shareholder approval depending on provision); contains pledge/escrow mechanics for purchased shares; change‑in‑control treatment flexible (may continue/assume/substitute/accelerate/cash‑settle/cancel) .

Performance Context (Pay‑for‑Performance)

Values retrieved from S&P Global.*

Signals on Vesting/Selling Pressure

• As of Dec 31, 2024, Jensen had no unvested equity awards; at Apr 16, 2025, he reported zero beneficial ownership—suggesting limited mechanical selling pressure from vesting schedules, but also limited “skin in the game” alignment .
• Section 16 filings were timely for 2024; no pledging/hedging bans disclosed (hedging policy explicitly not adopted), which is a governance risk flag .

Risk Indicators & Red Flags

• Zero CEO beneficial ownership at Apr 16, 2025 (record date) reduces alignment; earlier small holdings in 2023–2024 dwindled to zero .
• Related‑party CEO MSA (through Jensen‑owned consulting entity) with short termination notice and a Good Reason cash severance up to 9 months may draw investor scrutiny .
• No hedging policy; equity plan permits repricing/exchanges—potentially shareholder‑unfriendly if used .
• EGC status means no say‑on‑pay vote, reducing direct shareholder feedback on pay practices .

Compensation Committee Analysis

• Composition: McLaughlin (Chair), Vazzano, Benjamin; all independent/non‑employee directors .
• Responsibilities include establishing executive compensation policy, setting CEO goals/assessment, approving director/executive pay, and administering equity plans; if/when CD&A is required, the committee would review and recommend inclusion .

Investment Implications

• Alignment risk: CEO’s zero beneficial ownership and absence of ongoing equity awards as of year‑end 2024 point to weak pay‑for‑performance alignment; investors may push for meaningful, performance‑conditioned equity to align with value creation .
• Contract economics: The MSA’s discretionary bonus structure and 9‑month Good Reason severance create moderate cash obligations; lack of change‑in‑control specifics for the CEO contract shifts emphasis to equity plan treatment (less relevant if CEO continues to hold no awards) .
• Governance quality: Separation of Chair/CEO and independent committees are positives, but lack of hedging policy and plan‑level repricing authority are notable governance flags .
• Performance backdrop: EBITDA remained significantly negative through 2022–2024; with 2024 cash incentive paid at $183,750, investors will look for clear operating milestones to justify bonus outcomes going forward .