John Henneman
About John B. Henneman III
Independent director of Aprea Therapeutics since 2019; age 63; Audit Committee Chair and Nominating & Corporate Governance Committee member; designated Audit Committee financial expert under SEC rules . He has 25+ years of financial and operational leadership in life sciences, including CFO roles, and is currently a director at Orthofix Medical and Anika Therapeutics; education includes an A.B. in politics from Princeton University and a J.D. from the University of Michigan Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewLink Genetics Corporation | Executive Vice President & CFO; later Chief Administrative Officer | CFO: Oct 2014–Jul 2018; CAO: Jul–Nov 2018 | Senior finance leadership; administrative oversight |
| Integra LifeSciences Holdings | CFO; previously Chief Administrative Officer and General Counsel; led business development, regulatory, quality, clinical, HR, IT, legal, surgical instruments | 1998–2014; CFO from 2007 | Broad operational scope; M&A and transactions experience |
| Latham & Watkins LLP | Corporate lawyer; elected partner | Early career; partner in 1993 | Legal training underpinning governance expertise |
External Roles
| Company | Role | Committee Assignments |
|---|---|---|
| Orthofix Medical Inc. | Independent director | Nominating Committee Chair; Audit & Finance Committee member |
| Anika Therapeutics Inc. | Chair of the Board; director | Capital Allocation Committee member; Governance & Nominating Committee member; site also states he serves as Compensation Committee Chair (profile) |
| Aprea Therapeutics Inc. | Independent director | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Alafair Biosciences, Inc. (private) | Director | Not disclosed |
Note: Anika’s committees page shows Capital Allocation and Governance & Nominating memberships and Board Chair; the board profile page also states he is Compensation Committee Chair—there may be timing differences; investors should verify current roles on Anika’s IR site .
Board Governance
- Independence: Board determined Henneman is independent under Nasdaq standards; he also meets enhanced independence for Audit and Nominating & Corporate Governance Committees .
- Committee leadership: Audit Committee Chair; designated Audit Committee financial expert with financial sophistication; oversees external auditor, financial reporting, internal controls, risk management, and related party reviews per charter .
- Committee memberships 2024: Audit (Chair), Nominating & Corporate Governance (Member) .
- Attendance: In 2024, Board held 4 meetings; each director attended at least 75% of Board and relevant committee meetings; all current directors attended the 2024 Annual Meeting .
- Committee meeting counts 2024: Audit 4; Compensation 1; Nominating & Corporate Governance 0; R&D 5 .
Fixed Compensation
| Element (2024 Program) | Amount ($) |
|---|---|
| Annual cash retainer | 40,000 |
| Lead Independent Director retainer | 20,000 |
| Committee Chair retainer – Audit | 7,500 |
| Committee Chair retainer – Compensation | 5,000 |
| Committee Chair retainer – Nominating & Corporate Governance | 4,000 |
| Committee Chair retainer – R&D | 4,000 |
| Committee member retainer – Audit | 7,500 |
| Committee member retainer – Compensation | 6,000 |
| Committee member retainer – Nominating & Corporate Governance | 4,000 |
| Committee member retainer – R&D | 4,000 |
| Director | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| John B. Henneman III | 59,000 | Cash reflects role as Audit Chair and NCGC member; program retainer amounts as above |
Performance Compensation
| Equity Component | Target Policy | 2024 Actual Value Awarded ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial equity grant (for new directors) | Up to $185,000 in stock options | Not applicable to 2024 (policy) | Vests in 3 equal annual installments (service-based) | None (time-based) |
| Annual equity retainer | Up to $150,000, 80% options / 20% RSUs | Approx. $16,431 (calibrated due to stock price and share usage constraints) | Options and RSUs vest on first anniversary (service-based) | None (no TSR/financial goals) |
| 2024 grants to Henneman | Option Awards | 12,178 | See above policy (time-based) | None |
| 2024 grants to Henneman | Stock (RSU) Awards | 4,253 | See above policy (time-based) | None |
As of December 31, 2024, Henneman had 4,185 shares underlying option awards and 1,045 shares underlying RSU awards outstanding (aggregate counts) . The program expressly used time-based vesting; no revenue/EBITDA/TSR metrics apply to director equity, signaling modest performance linkage for non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| Orthofix Medical Inc. | Medical technology | Director | Nominating Chair; Audit & Finance Member |
| Anika Therapeutics Inc. | Medical technology | Board Chair; Director | Capital Allocation Member; Governance & Nominating Member; profile notes Compensation Chair |
| Aprea Therapeutics Inc. | Biotechnology | Independent director | Audit Chair; NCGC Member |
| Alafair Biosciences, Inc. (private) | Medical device | Director | Not disclosed |
- Interlocks/conflicts: APRE is an oncology-focused biotech; Orthofix/Anika are medtech firms—no disclosed customer/supplier ties or related-party transactions involving Henneman; Audit Committee reviews and ratifies any related party transactions per policy, and none meeting thresholds were reported for 2024–2025 .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication under Nasdaq listing standards .
- Senior finance and administrative leadership across CFO/CAO roles; extensive M&A, financial accounting, and business transactions experience .
- Legal training (J.D., Michigan) and governance breadth (Board Chair at Anika; multiple public boards) support oversight and risk management capabilities .
Equity Ownership
| Holder | Shares Owned | Options (exercisable ≤60 days) | Warrants (Tranche A/B) | RSUs Outstanding | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|---|
| John B. Henneman III (Record Date: Apr 10, 2025) | 8,139 | 5,815 | 3,430 A; 3,430 B | Not separately stated at Record Date | 20,814 total (components per note) | Less than 1% |
| John B. Henneman III (as of Dec 31, 2024, award aggregates) | — | Options: 4,185 | — | RSUs: 1,045 | — | — |
- Shares outstanding at Record Date: 5,525,172; ownership computed per SEC rules including options exercisable within 60 days .
- No pledging disclosed; no hedging/pledging policy references for directors found in proxy; no delinquent Section 16(a) filings noted for Henneman (a separate director filed one Form 4 late) .
Governance Assessment
- Strengths: Independent Audit Chair and SEC-defined financial expert; active committee leadership; consistent meeting attendance; broad healthcare finance/operations background; multi-board experience enhances oversight of financial reporting and risk .
- Alignment: Mix of cash plus modest, calibrated time-based equity (options/RSUs) given share usage constraints; beneficial ownership includes common, options, and warrants with <1% stake—reasonable alignment for a micro-cap board member .
- Risks/Watch items: Limited performance-based features in director equity (no TSR/operational metrics); multi-board commitments across healthcare could introduce time-allocation risk, though no related-party conflicts disclosed; verify Anika committee role consistency (profile vs committees page) to monitor potential governance role changes .
- Conflicts/related party: Audit Committee explicitly oversees and must approve related-person transactions; company reports none meeting thresholds for 2024–2025, reducing conflict risk signal .
Overall takeaway: Henneman presents as a high-utility audit chair with deep finance and transaction expertise; compensation and ownership show appropriate, conservative alignment for a non-employee director, with no disclosed conflicts—net positive for investor confidence in board oversight .