John Murphy
About John Murphy
John R. Murphy is an independent director of Cadrenal Therapeutics (CVKD), serving since January 2023; he is the Audit Committee Chair and is designated an “audit committee financial expert” under SEC rules . He is 75 per the 2025 proxy, with prior proxy listing age 73 in 2024 . Murphy holds a B.S. in Accounting from Pennsylvania State University, an MBA from the University of Colorado, and is a Certified Public Accountant (CPA) . The Board has affirmatively determined his independence under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accuride Corporation, Inc. | CFO; then President & COO; then President & CEO | 1998–2008 | Senior financial and operating leadership through multiple roles |
| Smurfit-Stone Container Corporation | SVP & CFO | 2009–2010 | Principal financial officer |
| Summit Materials, Inc. | Interim CFO | 2013 | Stabilization during transition |
| DJO Global, Inc. | Director | 2012–2019 | Board oversight |
| Graham Packaging, Inc. | Director | Prior (dates not specified) | Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Reilly Automotive, Inc. | Director | 2003–present | Audit Committee member; Human Capital & Compensation Committee Chair; former Audit Chair (2003–2019) |
| Summit Materials, Inc. | Director | 2012–2024 | Audit Committee Chair |
| Apria, Inc. | Director | Aug 2019–Apr 2022 | Audit Committee Chair; Nominating & Governance Committee member |
| Alight Solutions LLC | Director | Feb 2020–May 2022 | Audit Committee Chair |
| DJO Global, Inc. | Director | 2012–2019 | Board director |
| Graham Packaging, Inc. | Director | Prior | Board director |
| Accuride Corporation, Inc. | Director (earlier, after operating roles) | Prior | Board director |
Board Governance
- Committee assignments (current): Audit Committee Chair; Compensation Committee member; no role on Nominating & Corporate Governance Committee .
- Independence: Board determined Murphy is independent under Nasdaq and SEC rules .
- Audit Committee expertise: Murphy meets “audit committee financial expert” and Nasdaq financial sophistication requirements .
- Meeting cadence and attendance:
- FY2023: Board met 5x; Audit 4x; Nominating & Corporate Governance 3x; Compensation acted by written consent. All incumbent directors attended ≥75% of meetings of Board and committees served .
- FY2024: Board met 5x; Audit 5x; Compensation 6x; Nominating & Corporate Governance 3x. All incumbent directors attended ≥75% of meetings of Board and committees served .
- Board leadership: CEO also serves as Chairman; Board has no Lead Independent Director .
Fixed Compensation
| Fiscal Year | Annual Director Cash Retainer ($) | Committee Chair Fees ($) | Murphy Cash Earned ($) |
|---|---|---|---|
| 2023 | 35,000 | Audit Chair +15,000 | 50,000 |
| 2024 | 35,000 | Audit Chair +25,000; Comp Chair +10,000; N&G Chair +10,000 | 60,000 |
Notes:
- Committee structure confirms Murphy’s Audit Chair status; Compensation Chair is held by Steven Zelenkofske .
- No meeting fees disclosed; compensation policy specifies cash retainers and potential option grants to non-employee directors .
Performance Compensation
| Fiscal Year | Stock Awards ($) | Option Awards ($) | Murphy Outstanding Options (year-end) | Key Terms/Policies |
|---|---|---|---|---|
| 2023 | — | — | 100,000 | Equity grants to directors may be made; ASC 718 fair value recognized |
| 2024 | — | 63,303 | 13,334 | Equity grants practice set annually; not timed to MNPI; anti-hedging/anti-pledging policy prohibits hedging/pledging; awards subject to recoupment |
- Change-of-control: For non-employee directors, vesting/settlement of outstanding awards automatically accelerates unless otherwise provided (single-trigger), with immediate share issuance or cash settlement at fair market value; repricing of options prohibited without participant consent .
- Performance metrics tied to director compensation: None disclosed for directors; Compensation Committee oversees equity plan administration and policies .
Other Directorships & Interlocks
| Company | Relationship to CVKD | Potential Interlock/Conflict Assessment |
|---|---|---|
| O’Reilly Automotive (retail auto parts) | Unrelated industry to CVKD’s biotech focus | No obvious customer/supplier overlap disclosed; Audit Committee reviews related-party transactions |
| Summit Materials (construction materials) | Unrelated industry | No overlap disclosed; Audit Committee oversight of related-party transactions |
| Apria, Alight, DJO, Graham Packaging, Accuride | Prior roles across healthcare services, HR tech, medical devices, packaging, automotive components | No related-party transactions disclosed with these entities; Board confirms independence after reviewing relationships |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; extensive CFO and CEO experience across public companies .
- Education and credentials: B.S. Accounting (Penn State), MBA (University of Colorado), CPA .
- Governance experience: Long-tenured public company director; chaired multiple audit committees; current chair of O’Reilly’s Human Capital & Compensation Committee .
Equity Ownership
| Metric | 2024 (as of June 6, 2024) | 2025 (as of July 28, 2025) |
|---|---|---|
| Shares Owned Directly | 614,792 | 40,986 |
| Options Exercisable within 60 Days | 125,002 | 13,144 |
| Total Beneficial Ownership (Shares) | 739,794 | 54,130 |
| % of Shares Outstanding | 4.59% | 2.63% |
| Hedging/Pledging | Prohibited by company policy | Prohibited by company policy |
Governance Assessment
- Strengths:
- Deep finance and audit oversight: Murphy chairs CVKD’s Audit Committee, is an SEC-defined audit committee financial expert, and has chaired audit committees across multiple public companies .
- Independence and attendance: Board affirmatively determined independence; proxy reports ≥75% attendance across FY2023 and FY2024 for all incumbent directors .
- Alignment policies: Anti-hedging/anti-pledging policy reduces misalignment risk; awards subject to recoupment .
- Watch items:
- Change-of-control acceleration for director equity is single-trigger for non-employee directors—a potential misalignment signal in takeover scenarios if payouts occur without continued service requirements (RED FLAG) .
- Board leadership: CEO serves as Chairman; no Lead Independent Director—heightens reliance on strong committee chairs (including Murphy) for independent oversight (RED FLAG) .
- Compensation structure signals:
- Year-over-year director pay shift: Murphy’s cash increased from $50,000 (FY2023) to $60,000 (FY2024) alongside option awards in 2024 ($63,303), signaling a higher equity-at-risk component vs. no equity in 2023 .
- Related-party and compliance:
- Related-person transaction oversight resides with the Audit Committee; company disclosed anti-hedging and equity grant timing policies; FY2023/2024 delinquent Section 16 filings were noted for other individuals, not Murphy by name .
- Historical issuance: Company issued 50,000 shares to Murphy on September 16, 2022 (pre-directorship equity), typical for early-stage companies but monitored under related-party review (neutral signal) .