John Thomas
About John C. Thomas, Jr.
Independent director of Dogwood Therapeutics, Inc. (DWTX) since December 2020; age 71; CPA with deep public-company audit oversight experience and finance leadership across life sciences startups and public boards. He graduated from the University of Virginia’s McIntire School of Commerce and qualifies as the Audit Committee financial expert on DWTX’s Board . He is designated independent under Nasdaq rules and serves as Chair of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NantKwest, Inc. (Nasdaq: NK; merged into ImmunityBio in 2021) | Director; Audit Committee Chair; Compensation Committee member | Apr 2014–2021 | Chaired audit; served on comp during public company tenure |
| SmartPharm Therapeutics, Inc. | Chief Financial Officer | 2017–Sep 2020 | Led finance through acquisition; genetic R&D focus |
| DemeRx, Inc. (private) | Chief Financial Officer | 2010–2013 (prior), rejoined late 2017 | Addiction therapeutics; CFO responsibilities |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| CoRegen, Inc. (private) | Chief Financial Officer & Secretary | Since Feb 2022 | Oncology; finance and corporate secretary functions |
| DemeRx, Inc. (private) | Chief Financial Officer & Secretary | Since late 2017 | Addiction treatments; finance oversight |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent director under Nasdaq rules |
| Committee assignments | Audit Committee (Chair) |
| Audit financial expert | Board determined Thomas qualifies as audit committee financial expert |
| Compensation Committee | Not a member |
| Nominating & Corporate Governance | Not a member |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Executive sessions | Board holds executive sessions periodically and at least annually |
| Board leadership | CEO is Board Chair; Board may introduce lead independent director in future |
Fixed Compensation
| Component | 2024 Structure/Amount |
|---|---|
| Total cash fees (Thomas) | $47,571 |
| Non-employee director cash retainer (quarterly) | Q1: $8,458; Q2: $7,875; Q3: $7,875; Q4: $9,091 |
| Committee chair fees | Audit Chair: $14,500; Compensation Chair: $9,667; Nominating Chair: $7,733 (Thomas is Audit Chair) |
| Committee member fees | Audit member: $7,250; Compensation member: $4,833; Nominating member: $3,867 |
| 2023 baseline retainer/fees (context) | 2023 retainer: $8,750; Audit Chair: $15,000; Comp Chair: $10,000; Nominating Chair: $8,000; members proportionally lower |
Note: The Board approved a 10% reduction in non-employee director cash compensation on Feb 26, 2024, offset with option grants .
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| 2024-02-26 | Stock options | 167 | $8.925 | 100% on first anniversary | $1,175 |
| 2023-06-15 | Stock options | 210 | — | 100% on first anniversary | — (aggregate fair values disclosed by director) |
Plan features governing director awards (April 2025 Amended Plan): Non-employee director annual grant limit 8,000 shares; total plan pool increased to 191,112 shares .
Plan features governing director awards (Oct 2025 Second Amended & Restated Plan for special meeting): total plan pool 2,972,787 shares; non-employee director annual grant limit 200,000 shares; one-year minimum vesting with limited inducement exceptions .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| NantKwest, Inc. | Public (merged into ImmunityBio) | Director; Audit Chair; Comp member | No current interlock; historical public board role |
| CoRegen, Inc. | Private | CFO & Secretary | None disclosed |
| DemeRx, Inc. | Private | CFO & Secretary | None disclosed |
Two current DWTX directors (Toh, Yu) were designated by Sealbond Limited (affiliated with CK Life Sciences) following transactions, but Thomas is not affiliated and remains independent .
Expertise & Qualifications
- CPA; University of Virginia McIntire School of Commerce graduate; seasoned audit chair with public-company experience (NantKwest) .
- Board-designated Audit Committee financial expert; deep finance and governance capabilities suited to audit oversight .
- Extensive life sciences finance leadership in early-stage and clinical-stage companies (SmartPharm, DemeRx, CoRegen) .
Equity Ownership
| Date/Context | Shares Beneficially Owned | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| Apr 15, 2025 (Annual Meeting record) | 942 | <1% | Includes 902 options exercisable within 60 days |
| Oct 15, 2025 (Special Meeting record) | 942 | <1% | Includes 902 options exercisable within 60 days |
| Post-conversion of all preferred (pro forma) | 942 | <1% of 29,727,866 shares | Pro forma ownership after all preferred converts |
| Options held (as of 12/31/2024) | 902 | — | Outstanding director options; separate 2/26/2024 grant vests after one year |
Insider Trading Policy prohibits short sales, “against the box” sales, and derivative transactions on Company securities; pre-clearance required for certain insiders .
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; clear committee independence; adequate meeting attendance; robust audit oversight including audit committee report recommendation to include audited financials .
- Alignment: Modest director equity grants (e.g., 167-share option in 2024) and low personal ownership (<1%) reduce over-alignment risk with short-term stock moves, while maintaining some equity exposure .
- Compensation structure: 2024 cash fees predominated; 10% cash cut offset by time-based options, avoiding performance-metric manipulation; no meeting fees disclosed; committee fee differentiation appropriate for role .
- Conflicts/Related parties: No related-party transactions disclosed for Thomas; Board/Audit Committee review process in place for related-person transactions .
- Watchpoints: Special-meeting proposal seeks a much larger plan pool and significantly higher non-employee director annual grant limits (up to 200,000 shares), which could elevate dilution and pay inflation risk if used aggressively; monitor future grants and rationale .
- Board composition context: Two directors designated by Sealbond (CK Life Sciences affiliate) post-transaction—maintain vigilance on independent oversight and committee composition; Thomas’s independent audit leadership is a counterbalance .
Compensation Committee Analysis (context)
- Composition: Abel De La Rosa (independent), David Keefer (independent; Chair), Richard Whitley (independent) .
- Practices: No members were Company employees; no compensation committee interlocks disclosed; uses equity plan with shareholder-approved share increases; committee independence under Nasdaq rules .
Audit fee oversight: Forvis Mazars, LLP audit fees $474,148 (2024); total fees $495,363; Audit Committee pre-approves all services; Thomas chairs audit oversight .
Voting context: Board recommended “FOR” 2025 director slate and equity plan amendment; Thomas listed among nominees .
All data above is drawn from DWTX’s 2025 DEF 14A filings (Apr 30, 2025; Oct 20, 2025) and cited accordingly.