John Thomas
About John Thomas
John Thomas, Ph.D., 67, is an independent director of Genelux (GNLX) serving since September 2002, and the company’s first Chief Financial Officer from 2002–2004 . He has been Dean of the School of Business and Management at La Sierra University since 1999 and was designated by the Board as an “audit committee financial expert” based on education and prior financial experience . The Board affirmatively determined he is independent under Nasdaq rules . His education includes an M.B.A. in finance (Loma Linda University), an M.B.A. in marketing (Symbiosis Institute of Management Studies), an M.A. in international political economy and a Ph.D. in political economy (Claremont Graduate University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genelux Corporation | Director | Sep 2002–present | Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member (FY2024) |
| Genelux Corporation | Chief Financial Officer | 2002–2004 | Initial finance leadership during early corporate period |
| La Sierra University | Dean, School of Business & Management | 1999–present | Academic leadership; finance expertise credential cited by Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ICON Business Bank | Director; Audit Committee Chair | Since June 2023 | Financial institution governance; audit leadership |
| KSGN Good News Radio | Director | Since Jan 2004 | Non-profit board oversight |
| Loma Linda Broadcasting Network International | Director | Since Jan 2009 | Broadcasting network board |
| ADRA International | Finance Committee member | Since Sept 2015 | Humanitarian org finance committee |
| Family Service Association | Director (prior) | 1992–2018 | Public benefit health & human service agency |
Board Governance
- Independence and leadership
- Independently determined under Nasdaq rules (four of five directors including Thomas) .
- Audit Committee financial expert designation for Thomas .
- Board chaired by CEO; Lead Independent Director (Tyree) empowered with strong balancing authorities .
- Attendance and engagement
- Board met 8 times in FY2024; each member attended at least 75% of Board and committee meetings; independent directors held 8 executive sessions; all directors attended the 2024 annual meeting .
- Committee assignments (FY2024)
- Audit: Chair (Thomas), members Mirabelli, Smither, Tyree; 5 meetings .
- Compensation: Chair (Smither), members Thomas, Mirabelli; Tyree added Jan 2025; 4 meetings .
- Nominating & Corporate Governance: Chair (Mirabelli), members Thomas, Smither; 5 meetings .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Chair (Thomas) | 5 |
| Compensation | Member (Thomas) | 4 |
| Nominating & Corporate Governance | Member (Thomas) | 5 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash/Fees Earned ($) | $64,000 | $64,000 |
| Total Cash Retainers Structure (policy) | Annual cash retainer: $40,000; Audit Chair: $15,000; Compensation Committee member: $5,000; Nominating Committee member: $4,000 | Annual cash retainer: $40,000; Audit Chair: $15,000; Compensation Committee member: $5,000; Nominating Committee member: $4,000 |
Performance Compensation
- Structure (policy)
- Annual Grants: Options ($77,500 grant-date value) and RSUs ($77,500 grant-date value); vest on first anniversary or next annual meeting; fully vest upon a change in control; options carry 10-year term with strike equal to grant-date FMV .
- Director equity awarded to John Thomas
- 2024 annual RSU grant: 39,541 shares; recorded via Form 4 on Aug 1, 2024 .
- 2024 annual option grant: 50,469 options; amended strike price $1.96; Form 4/A filed Dec 31, 2024 .
- 2025 annual RSU grant: 22,283 shares at the Aug 27, 2025 annual meeting .
- 2025 annual option grant: 28,576 options at $3.64 on Aug 27, 2025 .
| Grant Year | Instrument | Grant Date | Quantity | Strike Price | Grant-Date Fair Value (Policy) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | RSUs | 2024-08-01 | 39,541 | N/A | $77,500 | 1-year/next annual meeting; CIC full vest |
| 2024 | Options | 2024-08-01 (amended) | 50,469 | $1.96 | $77,500 | 1-year/next annual meeting; 10-year term; CIC full vest |
| 2025 | RSUs | 2025-08-27 | 22,283 | N/A | Policy: $77,500 | 1-year/next annual meeting; CIC full vest |
| 2025 | Options | 2025-08-27 | 28,576 | $3.64 | Policy: $77,500 | 1-year/next annual meeting; 10-year term; CIC full vest |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee Role |
|---|---|---|---|
| ICON Business Bank | Private (financial institution) | Director | Audit Committee Chair |
| KSGN Good News Radio | Non-profit | Director | Board member |
| Loma Linda Broadcasting Network International | Non-profit | Director | Board member |
| ADRA International | Non-profit | Finance Committee member | Finance oversight |
Expertise & Qualifications
- Finance and governance: Audit committee financial expert; prior CFO experience at Genelux; long-tenured dean in business education .
- Education: M.B.A. (finance), M.B.A. (marketing), M.A., Ph.D. in political economy .
Equity Ownership
| Ownership Metric | Amount | As-of Date |
|---|---|---|
| Total beneficial ownership (shares) | 618,607 | June 30, 2025 (record date) |
| Beneficial ownership (%) | 1.6% | June 30, 2025 |
| Direct common shares | 440,960 | June 30, 2025 |
| RSUs vesting within 60 days | 39,541 | June 30, 2025 |
| Options exercisable within 60 days | 135,606 | June 30, 2025 |
| Warrants exercisable within 60 days | 2,500 | June 30, 2025 |
| Common shares post 2025 annual grant (Form 4) | 502,784 | Aug 27, 2025 |
- Hedging, short sales, margining, and pledging of company stock are prohibited for directors under the Insider Trading and Hedging Policy .
Insider Trades (Form 4/4A/3) – Selected Recent Transactions
| Date | Type | Security | Quantity | Price ($) | Post-Txn Common Owned | Source |
|---|---|---|---|---|---|---|
| 2023-01-30 | Form 3 (initial) | Stock Option (right to buy) | 25,000 | 10.50 | N/A | |
| 2023-01-30 | Conversion | Series A Preferred Stock → Common | 1,410,000 | 0.00 | N/A | |
| 2023-05-02 | Award | Common Stock (RSU) | 9,000 | 0.00 | 479,000 | |
| 2023-09-11 | Award | Common Stock (RSU) | 3,460 | 0.00 | 482,460 | |
| 2023-09-11 | Award | Stock Option (Right to Buy) | 4,397 | 22.40 | 4,397 (options) | |
| 2023-09-15 | Sale | Common Stock | 2,245 | 21.6670 | 480,215 | |
| 2023-09-18 | Sale | Common Stock | 3,334 | 24.9900 | 475,793 | |
| 2023-10-16 | Sale | Common Stock | 2,452 | 20.5014 | 473,341 | |
| 2023-12-13 | Sale | Common Stock | 7,073 | 13.2261 | 465,387 | |
| 2024-05-29 | Purchase | Common Stock | 2,500 | 4.00 | 465,960 | |
| 2024-05-29 | Purchase | Common Stock Warrant | 2,500 | 5.25 | 2,500 (warrants) | |
| 2024-08-01 | Award | Common Stock (RSU) | 39,541 | 0.00 | 505,501 | |
| 2024-08-01 | Award (amended) | Stock Option (Right to Buy) | 50,469 | 1.96 | 50,469 (options) | |
| 2025-06-06 | Gift | Common Stock | 25,000 | 0.00 | 480,501 | |
| 2025-08-27 | Award | Common Stock (RSU) | 22,283 | 0.00 | 502,784 | |
| 2025-08-27 | Award | Stock Option (Right to Buy) | 28,576 | 3.64 | 28,576 (options) |
Shareholder Voting Signal (Director Election)
| Item | Votes For | Votes Withheld | Broker Non-Votes | Meeting Date |
|---|---|---|---|---|
| Election of John Thomas (Class II) | 9,417,742 | 5,317,539 | 7,740,438 | Aug 1, 2024 |
Related Party Transactions & Policies
- No related party transactions since Jan 1, 2023 exceeding thresholds under Item 404 of Regulation S-K; standard indemnification agreements with directors .
- Insider Trading & Hedging Policy prohibits hedging, short sales, margins and pledging of company stock by directors .
Director Compensation Mix (YoY)
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 64,000 | 64,000 |
| Option Awards ($) | 77,500 | 77,500 |
| Stock Awards ($) | 136,630 | 77,500 |
| Total ($) | 278,130 | 219,000 |
Governance Assessment
- Strengths
- Independence affirmed; long-tenured finance and audit expertise; designated audit committee financial expert .
- Active committee leadership (Audit Chair) and consistent meeting attendance across Board and committees in FY2024 .
- Clear anti-hedging/anti-pledging policy; meaningful beneficial ownership (1.6%), including exercisable options and RSUs, supporting alignment .
- Watch items / RED FLAGS
- Combined CEO/Chair structure places greater reliance on Lead Independent Director and committee chairs for oversight balance .
- 2024 director vote showed 5.3M withheld for Thomas versus 1.39M for Mirabelli, indicating comparatively lower support; monitor future vote trends and engagement response .
- Prior executive (CFO) role may prompt independence scrutiny; Board has reaffirmed independence and absence of disqualifying relationships .
- Compensation structure
- Non-employee director pay blends cash retainers with time-based RSUs and options; annual equity fully vests on change-of-control—standard in small-cap biotech, but accelerations can be shareholder-sensitive; no performance-based director metrics disclosed .