Jose Antonio Moreno Toscano
GenprexAbout Jose Antonio Moreno Toscano
Jose Antonio Moreno Toscano (age 52) has served on Genprex’s Board since March 18, 2020 and was appointed non‑executive Chairman on May 8, 2024. He is CEO of LFB USA Inc. (since April 2018), holds a Master’s in Law (Universidad de Murcia, Spain) and an MBA in International Finance and Strategy (École des Ponts et Chaussées, Paris), and has NACD Directorship Certification. The Board identifies 20+ years of pharma/biotech leadership, corporate restructuring, M&A, and investor relations experience among his credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALK‑Abelló Inc. (US subsidiary of ALK‑Abelló A/S) | President | Mar 2006–Mar 2016 | Led allergy immunotherapy business; global leader positioning cited |
| Kompan Inc. (US subsidiary of Kompan A/S) | CEO, Americas | Mar 2016–Mar 2017 | Regional leadership for playground equipment leader |
| Safe Harbor Compliance & Clinical Services | President | Jul 2017–Mar 2018 | Health services in specialty pharmaceuticals and ancillary services |
| Safe Harbor Compliance & Clinical Services | Director | Jul 2016–Sep 2018 | Board service noted (no committee details disclosed) |
| Applus A/S | Chief Financial Officer | Not disclosed | Automotive inspection leader; CFO responsibilities |
| Chr. Hansen Holding A/S | Various positions | Not disclosed | Pharma manufacturing/natural ingredients roles |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| LFB USA Inc. (subsidiary of LFB Group) | Chief Executive Officer | Apr 2018 | Global biopharma (recombinant, plasma‑derived, cell therapy) |
Board Governance
- Non‑Executive Chairman; Board has no Lead Independent Director, citing small board size and independent majority (3 of 4 directors). Committee chairs report to the Board periodically .
- Independence: Board determined all non‑employee directors, including Moreno Toscano, are independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee Chair (since July 24, 2020), Compensation Committee member, Nominating & Corporate Governance Committee member. He and Brent Longnecker are designated “audit committee financial experts” and financially sophisticated under Nasdaq standards .
- Attendance/engagement: Board met 21 times in 2024; all directors attended ≥75% of Board and committee meetings, and all then‑incumbent directors attended the June 18, 2024 annual meeting .
Committee Summary
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair; member alongside Longnecker and Wilson | 4 |
| Compensation | Member; chaired by Longnecker | 2 |
| Nominating & Corporate Governance | Member; chaired by Longnecker | 2 |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 79,725 |
| Stock Awards (RSUs, grant‑date fair value) | 5,130 |
| Option Awards | — |
| Total | 84,855 |
Note: Includes $9,725 in fees for service as non‑executive Chairman beginning May 8, 2024 .
Outside Director Compensation Policy (structure)
| Element | Annual Amount ($) |
|---|---|
| Board retainer (non‑employee director) | 40,000 |
| Chairman of the Board (Non‑Executive) | 15,000 |
| Audit Chair / Audit Member | 20,000 / 10,000 |
| Compensation Chair / Compensation Member | 10,000 / 5,000 |
| Nominating Chair / Nominating Member | 10,000 / 5,000 |
| Initial option grant at Board entry (value) | 80,000 (prorated) |
| Annual equity grant (options or RSUs, value) | 80,000 (Board/consultant‑determined) |
| Vesting of annual RSU/option grant | Earlier of 1‑year anniversary or day before next annual meeting |
Performance Compensation
- Director equity awards have time‑based vesting; no performance‑based director metrics disclosed. Annual RSU grants vest on the earlier of one‑year anniversary or the day prior to the next annual meeting; RSUs settle 1:1 in common stock upon vesting .
- Company’s Amended & Restated 2018 Equity Incentive Plan permits performance‑based awards for employees/execs (not typically directors) using metrics such as TSR, revenue/sales targets, operating income, cash flow, regulatory milestones (IND/BLA/NDA), clinical trial progress, stock price, ROE/ROA, margin, financing milestones, and others .
| Representative Performance Metrics in Plan | Category |
|---|---|
| Total Stockholder Return; Stock Price | Market‑based |
| Sales/Revenue targets; Revenue growth | Growth |
| Operating Income; EBITDA; EBIT; Net Income | Profitability |
| Cash Flow; Cash Burn; Working Capital | Liquidity |
| Regulatory filings/approvals; Clinical trial milestones | R&D/Regulatory |
| ROE; ROA | Returns |
Directors’ annual equity awards are not disclosed as tied to these performance metrics; they are time‑vested .
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Private/other boards: Director at Safe Harbor Compliance & Clinical Services (Jul 2016–Sep 2018) .
- Interlocks/related parties: No related‑party transactions disclosed involving Moreno Toscano; Board’s policy requires Audit Committee review of any related‑person transactions over disclosure thresholds, with recusals for interested directors .
Expertise & Qualifications
- Legal and business training (Law master’s; MBA), NACD certification, and designation as an audit committee financial expert by the Board .
- 20+ years in pharma/biotech operations, growth initiatives, and organizational turnarounds, with experience spanning strategic planning, corporate restructuring, BD/M&A, and investor relations .
Equity Ownership
| Holding (as of Jun 30, 2025 unless noted) | Shares |
|---|---|
| Common shares held | 7,845 |
| Options exercisable (≤60 days) | 4,242 |
| Total beneficial ownership | 12,087 (<1% of class) |
| Unvested RSUs (as of Dec 31, 2024) | 4,750 |
- Hedging and pledging of company stock are prohibited under the insider trading policy, supporting alignment (no pledging red flag) .
Governance Assessment
- Strengths: Independent non‑executive Chair; Audit Chair and designated “financial expert”; consistent attendance and committee engagement; independent majority Board; formal Ethics Code and clawback/compensation recovery oversight via Compensation Committee; Audit Committee oversees cybersecurity risk management .
- Compensation alignment: Modest 2024 director equity grant ($5,130 grant‑date fair value) with time‑based vesting; cash fees reflect chair/member responsibilities; beneficial ownership is small but present; hedging/pledging prohibited .
- Potential investor confidence risks and RED FLAGS:
- Equity plan allows repricing/cancel‑for‑new awards at administrator discretion—shareholder‑unfriendly feature if used; monitor future award actions closely .
- Significant reliance on dilutive financing (Lincoln Park purchase agreement) and pursuit of a reverse split authorization; as non‑exec Chairman, Board capital actions under his leadership could affect dilution and listing compliance—important signal to investors to monitor execution and communication .
- Conflicts/related party: None disclosed for Moreno Toscano; Audit Committee has formal related‑party review procedures .