John McDonald
GERONAbout John F. McDonald
Independent Class I director since September 2022 (term expiring at the 2027 annual meeting). Age 64. Corporate Vice President and Global Head of Business Development & M&A at Novo Nordisk A/S since October 2018; previously Vice President, Business Development at Biogen (2011–2018); Managing Director at MPM Capital (2006–2011); earlier business development, strategy and legal roles at Millennium, Genzyme and Genentech. Education: J.D. (UC College of the Law, San Francisco); M.B.A. and B.S. (Haas School of Business, UC Berkeley). The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novo Nordisk A/S | Corporate VP, Global Head of BD & M&A | Oct 2018–present | Leads BD/M&A, investment strategy, participates in research/early development and pipeline diversification strategies |
| Biogen Inc. | Vice President, Business Development | 2011–2018 | Led BD; negotiated strategic alliances, licenses, acquisitions |
| MPM Capital LP | Managing Director | 2006–2011 | BD and asset strategy support for multiple portfolio companies |
| Millennium, Genzyme, Genentech | BD/strategy/legal roles | pre-2006 | Developed relationships across academia and biopharma at all stages |
External Roles
- Other current public company directorships: None .
Board Governance
- Committee assignments and roles:
- Audit Committee: Member; committee met 5 times in 2024; Chair Elizabeth O’Farrell; Board deems all members independent and financially literate .
- Strategic Committee: Member; committee met 6 times in 2024; Chair Gaurav Aggarwal .
- Compensation Committee: Not a current member (members are Aggarwal, Spiegel, Molineaux) .
- Nominating & Corporate Governance Committee: Not a current member (members are Lawlis, Molineaux, Spiegel) .
- Independence: Board affirmatively determined McDonald is independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement:
- All directors attended the 2024 annual meeting; each director attended at least 75% of aggregate Board and committee meetings served during 2024 .
- Years of service: Director since September 2022; Class I director with two years remaining on term as of the 2025 proxy (expires at 2027 annual meeting) .
Fixed Compensation
| Component | Amount ($) | Period/Date | Notes |
|---|---|---|---|
| Fees earned or paid in cash (actual) | 69,093 | FY 2024 | Director compensation table |
| Policy: Board member annual retainer | 50,000 | Policy in effect 2024 | Non-Employee Director Compensation Policy |
| Policy: Audit Committee member retainer | 12,500 | Policy in effect 2024 | |
| Policy: Strategic Committee member retainer | 7,500 | Policy in effect 2024 |
- Cash can be paid in stock at director’s election via the Directors’ Market Value Stock Purchase Plan .
Performance Compensation
| Grant Date | Award Type | # of Shares/Options | Grant-Date Fair Value ($) | Vesting | Term/Exercise | Change-in-Control/Other |
|---|---|---|---|---|---|---|
| 5/9/2024 | Stock Options (Annual grant) | 180,000 | 519,156 | Vests in full on earlier of next annual meeting or first anniversary, subject to service | 10-year term; exercise price = FMV at grant; 36-month post-termination exercise window | Full acceleration upon Change in Control; disability/death accelerates portion that would vest in 36 months |
| Outstanding as of 12/31/2024 | Stock Options (aggregate) | 505,000 | — | — | — | — |
- Director grants are time-based; no performance metrics (e.g., revenue/TSR) apply to non-employee director option awards under the policy .
- Plan governance: no repricing without stockholder approval; clawback applies to awards; non-employee director annual comp cap proposed at $750,000 ($1,000,000 for first-year directors) in Amended 2018 Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | Committee members (Aggarwal, Spiegel, Molineaux, Bir in 2024) are not current/former Geron officers; no Geron executive served on another company’s compensation committee in 2024 |
Expertise & Qualifications
- BD/M&A leadership at a global pharma (Novo Nordisk) with deep experience structuring alliances, licenses and acquisitions; prior senior BD roles at Biogen and investing experience at MPM Capital .
- Legal and business training (J.D., M.B.A., B.S.) supporting complex transaction oversight; Board cites his BD expertise and strategic relationship capabilities as qualifications .
Equity Ownership
| Holder | Beneficial Ownership (# Shares) | % of Outstanding | As of |
|---|---|---|---|
| John F. McDonald | 258,334 | — | March 1, 2025 |
| Award Type | Quantity | As of |
|---|---|---|
| Options outstanding | 505,000 | Dec 31, 2024 |
- Hedging/pledging and short sales prohibited; preclearance required; directors generally must transact via Rule 10b5‑1 plans under insider trading policy .
- Section 16 compliance: Company reports directors/officers complied in 2024, with one late Form 4 by Mr. Spiegel due to administrative error (no exception noted for McDonald) .
Governance Assessment
- Independence and committee roles: Independent director with active oversight on Audit and Strategic Committees—aligned with risk oversight (financial reporting, whistleblower, insider trading program) and strategic transactions/business development, supporting board effectiveness .
- Attendance: Met the company’s threshold (≥75% of meetings) and attended the 2024 annual meeting—adequate engagement signal .
- Pay mix and alignment: 2024 compensation dominated by equity ($519,156 option grant vs. $69,093 cash fees), aligning interests with stockholders; option terms adhere to governance best practices (FMV strike, no repricing, clawback, CoC acceleration) .
- Ownership: Beneficial holding of 258,334 shares plus 505,000 options outstanding indicates some economic alignment; hedging/pledging prohibitions strengthen alignment .
- Conflicts/related party: No related-party transactions involving directors/officers above $120,000 since Jan 1, 2024; Board reports no third-party compensation arrangements for board service. McDonald’s senior BD role at Novo Nordisk presents a typical potential conflict in transaction contexts, but Board independence determinations and Audit Committee related-party review procedures mitigate risk; no specific conflict disclosed .
- RED FLAGS: None disclosed—no hedging/pledging, no related-party transactions, no delinquent filings for McDonald, and robust committee governance around financial reporting and strategic oversight .