Jenn Adams
About Jenn Adams
Independent Class II director at Eton Pharmaceuticals since 2021; age 56 as of April 11, 2025. CEO of August Bioservices (since 2020) with prior senior leadership at AmerisourceBergen’s Clinical Product Solutions and Baxter (Medication Delivery and Fenwal). MBA from Northwestern University’s Kellogg School; board tenure extends through the 2026 annual meeting. The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmerisourceBergen | SVP & President, Clinical Product Solutions | Not disclosed | Distribution and clinical product operations leadership |
| Baxter Healthcare (Medication Delivery, Fenwal) | Leadership roles | Not disclosed | Operations and supply-chain experience |
| Oak HC/FT | Executive in Residence / Senior Advisor | Not disclosed | Healthcare growth-equity advisory |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| August Bioservices LLC | Chief Executive Officer | Since 2020 | Outsourced R&D and manufacturing services; no related-party transactions with Eton disclosed |
| LifeScience Tennessee | Nonprofit Board Member | Not disclosed | Sector advocacy; no conflicts disclosed |
| Public Company Boards | — | — | None disclosed beyond Eton Pharmaceuticals |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance; she is not a committee chair (Audit—Maier; Compensation—Casamento; Nominating—Riedel).
- Independence: All directors other than the CEO are independent under SEC/Nasdaq criteria.
- Attendance: Board held 8 regular meetings in 2024; each director attended at least 75% of Board and committee meetings. In 2023, Board held 9 meetings; each director attended at least 75%.
- Committee activity (2024): Audit (4 meetings), Compensation (1), Nominating & Corporate Governance (1).
- Shareholder voting signals: 2025 AGM—Paul Maier re-elected (For 11,668,943; Against 2,743,897); auditor ratified (For 18,894,175). 2024 AGM—Say-on-Pay approved (For 9,170,839; Against 553,043); shareholders recommended annual Say-on-Pay frequency (1-year: 6,169,483).
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 | $67,600 |
| Meeting fees | Not disclosed (none beyond cash fees table) | Not disclosed (none beyond cash fees table) |
The proxy states no other compensation was paid to non-employee directors beyond what is set forth in the table.
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | $54,100 | $83,130 |
Equity award design and vesting mechanics:
- Non-qualified stock options (typical 10-year term); exercise price equals closing price on grant date; expiring or cancelled options return to the pool under the 2018 Plan.
- RSUs for directors: RSUs that have vested defer issuance/delivery of shares until the director retires from service.
Company performance metrics used for executive incentive bonuses (directors’ pay not tied to these metrics):
| Metric Category | 2023 | 2024 |
|---|---|---|
| Payout factor (% of target) | 93.6% | 131.1% |
| Evaluation metrics | Stock performance vs peer group; revenue and profitability; FDA approvals; licensing/acquisitions activity | Stock performance vs peer group; revenue and profitability; FDA approvals; licensing/acquisitions activity |
Note: These metrics apply to executive bonuses; Eton does not disclose performance conditions for director equity grants.
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict |
|---|---|---|---|
| August Bioservices | Private CDMO | CEO | Potential vendor interlock; no Eton related-party transactions disclosed |
| Public company boards (current) | — | — | None disclosed |
Expertise & Qualifications
- Industry and operating experience: Pharma distribution (AmerisourceBergen) and manufacturing/medication delivery (Baxter/Fenwal); outsourced pharma services leadership (August Bioservices).
- Financial literacy and regulatory familiarity: Board matrix identifies financial literacy and regulatory experience across directors.
- Governance: Serves on all three standing committees, indicating broad governance engagement.
- Education: MBA, Northwestern Kellogg.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 94,378 | 139,383 |
| % of shares outstanding | <1% | <1% |
| Vested vs unvested options (footnote detail) | Includes 80,000 vested options and 14,378 vesting within 60 days; excludes 38,755 options vesting after June 11, 2024 | Includes 139,383 vested options; excludes 18,750 options vesting after June 10, 2025 |
| Deferred RSUs (director program) | RSUs for directors may be vested with share delivery deferred until retirement | RSUs for directors may be vested with share delivery deferred until retirement |
| Hedging/pledging | Insider policy prohibits short sales/derivatives; prohibits pledging/margin use without prior approval | Insider policy prohibits short sales/derivatives; prohibits pledging/margin use without prior approval |
Section 16 compliance:
- The Company reports all directors and executive officers complied with Section 16(a) reporting requirements in 2023 and 2024.
Insider trades:
- A Form 4 for “Adams Jennifer McKie” filed 03/03/2023 references an option approved on 02/20/2023 by the Compensation Committee; details are in the filing.
Governance Assessment
Strengths
- Independence and multi-committee service suggest strong governance engagement and oversight breadth (Audit, Compensation, Nominating).
- Consistent attendance (≥75%) and active committee calendars (Audit 4x; Comp/Nom-Gov 1x in 2024).
- Compensation alignment via annual equity options and director RSU deferral until retirement; anti-hedging/pledging policy reduces misalignment risk.
- Shareholder support: 2024 Say-on-Pay approved; annual Say-on-Pay frequency preferred—positive signal on governance and pay oversight.
Watch items
- External CEO role at August Bioservices (CDMO) could create potential vendor interlocks; no related-party transactions with Eton are disclosed, but continued monitoring is prudent.
- The proxy does not disclose director stock ownership guidelines or compliance status, limiting transparency on director “skin-in-the-game.”
Red flags
- None disclosed specific to Jenn Adams: no related-party transactions, no pledging/hedging reported, and no attendance shortfalls.
Committee composition and governance charters are available on the Company’s governance site, confirming Adams’ membership across all committees.