John A. Donofrio, Jr.
AYTU BIOPHARMAAbout John A. Donofrio, Jr.
Independent director and Chairman of the Board at Aytu BioPharma since November 2024; joined the Board in July 2016. Age 58. Senior pharmaceutical executive with 30+ years across CFO/COO/President roles; founder of Riverside Consulting LLC. Holds an Accounting degree from North Carolina State University; designated the Board’s audit committee financial expert. Independent under Nasdaq listing rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novan, Inc. / EPI Health (subsidiary) | EVP & COO (Novan); President (EPI Health); President of EPI Health (pre-acquisition) | Mar 2019 – Mar 2022 (EPI Health); subsequent at Novan | Led operations and subsidiary integration; specialty dermatology focus |
| TrialCard (now Mercalis) | CFO & Head of Business Development | Mar 2018 – Mar 2019 | Finance leadership; BD for patient access/services platform |
| Merz North America | CFO & Head of NA Business Development | Aug 2013 – Mar 2018 | Accountable for performance, cost mgmt, BD, strategic planning |
| GlaxoSmithKline (Stiefel) | VP, Stiefel Global Finance (U.S. Specialty Business & Puerto Rico) | Jul 2009 – Jul 2013 | Finance strategy and control framework for Global Dermatology BU |
| Vyrix Pharmaceuticals | Director | Feb 2014 – Apr 2015 | Board oversight at predecessor entity to Aytu |
| Riverside Consulting LLC | Founder | Post-2022 | Strategic and financial advisory to life sciences |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Riverside Consulting LLC | Founder | No | Advisory firm; no disclosed AYTU transactions . |
| Other public company directorships | — | — | None disclosed beyond AYTU . |
Board Governance
- Current roles: Chairman of the Board (appointed Nov 2024) .
- Committee assignments: Audit Committee Chair; member of Compensation Committee; member of Nominating & Governance Committee .
- Independence: Independent under Nasdaq rules; Audit Committee members meet SEC/Nasdaq independence standards .
- Financial expertise: Designated audit committee financial expert (Item 407(d)(5)) .
- Attendance: Board held 12 meetings in FY2025; each director attended at least 75% of Board and committee meetings .
- Committee activity: Audit Committee met 6 times; Compensation Committee met once; Nominating & Governance Committee met once (FY2025) .
Fixed Compensation
| Component (Non-Employee Director Policy effective 7/1/2025) | Amount | Notes |
|---|---|---|
| Board Chair or Lead Independent Director cash retainer | $80,000 | Annual |
| Director cash retainer (other directors) | $50,000 | Annual |
| Audit Committee Chair fee | $20,000 | Annual |
| Compensation Committee Chair fee | $20,000 | Annual |
| Nominating & Governance Committee Chair fee | $10,000 | Annual |
| Audit/Comp Committee member fee | $10,000 | Per committee, annual |
| Nominating & Governance Committee member fee | $5,000 | Annual |
| John A. Donofrio, Jr. (FY ended 6/30/2025) | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $115,000 | Chair retainer ($80k) + Audit Chair ($20k) + Comp member ($10k) + N&G member ($5k) |
| Stock awards (grant-date fair value) | $2,760 | Annual director equity grant |
| Total | $117,760 |
Performance Compensation
- Equity structure for directors: 6,500 restricted shares/RSUs upon appointment; annual 10,000 restricted shares/RSUs thereafter .
- Vesting terms for director grants: Not specifically disclosed; general employee equity uses 3-year schedules, but no director-specific vesting detail provided—no inference made .
| Performance Metrics Tied to Director Compensation | Disclosed? |
|---|---|
| Financial/operational targets for director pay | None disclosed . |
Other Directorships & Interlocks
- Investor-affiliated director on Board: Abhinav “Abi” Jain appointed via Nantahala’s designation right (Securities Purchase Agreement); Jain serves on boards of Talphera, Xtant Medical, Eagle Pharmaceuticals (potential investor interlock on Board; not a Donofrio conflict) .
- No shared directorships or supplier/customer interlocks disclosed for Donofrio .
Expertise & Qualifications
- Deep finance and operations expertise: consolidated reporting, international accounting/controls, systems, cost accounting, inventory, supply chain, transfer pricing, M&A integration, BD .
- Board skills matrix: financial analysis/accounting, pharma industry, strategic planning, M&A/BD among Donofrio’s attributes .
- Audit committee financial expert designation underscores governance and oversight capability .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| John A. Donofrio, Jr. (as of 10/13/2025) | 13,962 shares | <1% | 2,623 common; 11,139 unvested restricted shares; 200 vested options (included) |
| Unvested restricted shares (as of 6/30/2025) | 2,890 shares | — | Fiscal year-end status prior to annual grant |
- Anti-hedging/pledging: Company prohibits hedging, margin accounts, and pledging of Company stock by Section 16 Reporting Persons; all are in compliance—reduces alignment risk from hedging/pledging .
Governance Assessment
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Strengths:
- Independence and leadership: Independent Chair with audit chair responsibilities; designated financial expert—supports robust oversight of financial reporting, auditor independence, and related-party reviews .
- Attendance and engagement: Board and committee cadence with minimum 75% attendance met; Audit met six times—active oversight .
- Pay structure: Cash retainer plus modest equity aligns with standard small-cap biopharma governance; committee fee mix reflects workload and accountability .
-
Potential risks/flags:
- Ownership alignment: Donofrio’s beneficial stake is <1%, with low grant-date equity value in FY2025 ($2,760)—alignment exists but is limited in magnitude for a Chair; note subsequent increase in unvested restricted shares post year-end .
- Board composition consideration: Presence of investor-affiliated director (Jain via Nantahala designation) can create investor influence dynamics; mitigated by overall Board independence and committee structures .
- Related party exposure: None disclosed for Donofrio; broader company-related party includes sibling executives (CEO and CBO); Audit Committee charter assigns related-party review to committee chaired by Donofrio—appropriate governance control .
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Net view: Donofrio’s independent status, financial expertise, and committee chairmanships support board effectiveness and investor confidence. Ownership is modest—ongoing monitoring of annual equity grants and actual attendance trends remains prudent .