John Niederhuber

About John E. Niederhuber

John E. Niederhuber, M.D., age 87, has served on APVO’s Board since August 2016 and is the independent Chairman of the Board (previously Vice Chairman and Lead Independent Director). He is currently an adjunct professor of surgery and oncology at The Johns Hopkins University School of Medicine and is a member of the National Academy of Medicine. His career includes leading roles in oncology, immunology, genomics, and healthcare systems, with prior service as Director of the National Cancer Institute (NIH), Executive Vice President of Inova Health System, and academic leadership at Stanford, Wisconsin, Johns Hopkins, and Michigan .

Past Roles

External Roles

Board Governance

• Independent status: The Board affirmatively determined Niederhuber is independent under Nasdaq standards; overall Board independence is 83%, and all Audit, Compensation, and Nominating/Governance committee members are independent .
• Leadership: APVO separates CEO and Chair roles; Niederhuber is the independent Chairman (no Lead Director needed given independent Chair) .
• Attendance: The Board met 7 times in 2024 and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Risk oversight: Audit oversees ESG disclosures, cybersecurity, and risk; Compensation assesses compensation-related risk; Nominating/Governance maintains governance policies and board evaluations .

Fixed Compensation

• 2024 cash fees: $82,500 total for Niederhuber .
• Director Compensation Program (2024): Annual cash retainer $40,000; Board Chair retainer $50,000; Committee chair retainers: Audit $20,000, Compensation $15,000, Nominating/Governance $15,000, Executive $20,000; Committee member retainers: Audit $10,000, Compensation $7,500, Nominating/Governance $7,500, Executive $10,000; Annual equity grant “1 RSU” and initial equity grant “1 RSU” (program-wide) .

Performance Compensation

• Equity awards are time-based RSUs; no director performance metrics disclosed for equity (no PSUs, no performance goals) .
• 2024 RSU grant: Each non-employee director received 25 RSUs on July 17, 2024, vesting 100% on the first anniversary of grant .

Program features (stock plan): Minimum one-year vesting; no repricing without shareholder approval; no discounted options; awards subject to clawback; no tax gross-ups; cap of $1,000,000 total director comp (cash + equity grant-date value) per fiscal year, with exceptions for non-executive chair in Committee discretion .

Other Directorships & Interlocks

Expertise & Qualifications

• Oncology/immunology/genomics expertise; senior leadership in healthcare systems; academic and translational research credentials; National Academy of Medicine member .
• Skills matrix: Leadership, strategic planning, governance, relevant industry expertise, ESG/human capital, risk management, finance, and public company board experience marked for Niederhuber .

Equity Ownership

• Beneficial ownership as of June 20, 2025: “—” shares; less than 1% of outstanding shares (3,224,156 shares outstanding) .
• Unvested RSUs (directors, as of Dec. 31, 2024): Niederhuber held 1 unvested RSU grant (footnote clarifies 25 RSUs awarded July 17, 2024) .
• Policies: Stock Ownership Guidelines require non-employee directors to hold stock valued at 1x the annual Board retainer within 5 years; due to declining stock price, Covered Persons (including non-employee directors) do not currently meet targets; must retain 50% of after-tax shares until compliant. Company prohibits hedging of Company stock by directors/officers/employees .

Insider Trades (Form 4)

Governance Assessment

• Strengths:

  • Independent Chairman with deep oncology and translational medicine expertise; clear separation of Chair/CEO roles supports oversight .
  • Active committee leadership: Chairs Nominating & Governance; member of Compensation and Executive; contributes to board refreshment, governance, and pay oversight .
  • Board/committee independence robust; attendance thresholds met; all directors attended 2024 annual meeting .
  • Compensation plan guardrails: clawback, no repricing, minimum vesting, no tax gross-ups; director compensation capped and overseen with independent consultant (Willis Towers Watson) .
  • No related person transactions in 2023–2024 (reduces conflict risk) .

• Watch items / RED FLAGS:

  • Low personal share ownership: As of June 20, 2025, beneficial ownership for Niederhuber shows “—” (less than 1%); combined with a policy disclosure that Covered Persons currently do not meet stock ownership guideline targets due to declining stock price, this weakens alignment optics until RSUs vest or additional purchases occur .
  • Shift to 100% RSU equity for directors (away from 50% options/50% RSUs) increases certainty of value; while aligned with market practice, it reduces sensitivity to upside optionality and may signal preference for lower volatility compensation .
  • Executive Committee authority to act between meetings is broad; although standard, concentrated decision-making between meetings should be monitored for governance rigor; Executive Committee met 3 times in 2024 .

• Overall implication for investor confidence:

  • Governance structure and independence are strong, with significant domain expertise and formal risk oversight. Primary alignment concern is low current ownership versus guideline targets, partially mitigated by continued RSU grants and retention requirements until compliance is achieved .