David Dodd

About David Dodd

David A. Dodd, age 75, is Chairman of the Board, President and Chief Executive Officer of GeoVax (GOVX). He joined the Board in March 2010, became Chairman on January 1, 2011, and was appointed CEO effective September 5, 2018; his executive experience spans 40+ years in pharma/biotech, with prior CEO roles at Serologicals, BioReliance, Aeterna Zentaris, and Medizone . Dodd holds B.S. and M.S. degrees from Georgia State University and completed the Harvard Business School Advanced Management Program . The proxy does not disclose TSR, revenue growth, or EBITDA growth targets or outcomes tied specifically to his tenure; annual bonus decisions are determined by the Board without specified performance metrics .

Past Roles

External Roles

Fixed Compensation

• Employment agreement: dated September 1, 2018; no specified term; annual base salary “currently $387,695,” bonus eligible per Board determination, and annual equity grants eligible .

Performance Compensation

• The proxy does not disclose explicit performance metrics (e.g., revenue growth, EBITDA, TSR) for determining Dodd’s bonus or equity payouts; bonuses are set by the Board and equity grants determined by the Board/Compensation Committee .

Equity Ownership & Alignment

• Shares outstanding: 29,705,360 as of September 30, 2025 .
• Vested vs. unvested, exercisable vs. unexercisable breakdown for Dodd: not disclosed in the proxy; a company-wide equity plan snapshot shows option/warrant overhang and contingent grants but not individual detail for employee-directors .
• Pledging/hedging: No explicit disclosure regarding pledging; the Company maintains an insider trading policy (filed as Exhibit 19.1 to the 10-K), with no waivers granted in 2024 .

Employment Terms

• Agreement date: September 1, 2018; term: no specified expiration; bonus eligibility at Board discretion; eligible for annual equity grants; standard employee benefits .

Board Governance

• Board service: Director since March 2010; Chairman since January 1, 2011; CEO since September 5, 2018 (dual role: Chairman + CEO) .
• Committee roles: The Board discloses committee memberships by director; Dodd is listed without committee identifiers, indicating no membership on Audit, Compensation, or Nominating & Governance committees, which are staffed by independent directors .
• Independence and director pay: As an employee-director, Dodd receives no compensation for board service; non-employee directors receive cash retainers and annual option grants per the Director Compensation Plan .
• Board composition and committees: Audit, Compensation, and Nominating & Governance committees are composed of independent directors, with specified retainers and chair premiums; Lead Independent Director designated when no non-employee Chairperson exists .

Director Compensation (for context; Dodd receives none as employee-director)

• Non-employee director annual retainer: $25,000; non-employee Chairperson $50,000; Lead Director $35,000 if no non-employee Chairperson; Committee retainers: Audit $7,500 ($15,000 chair), Compensation $5,000 ($10,000 chair), Nominating & Governance $5,000 ($7,500 chair); no meeting fees .
• 2024 director option grants: 8,050 options at $2.17 (vesting over 1 year) approved in Aug 2024; annual 10,000 option grants approved Dec 2024, issued Jan 2025 .

Risk Indicators & Red Flags

• Tax gross-up under Code §4999 in change-of-control term (shareholder-unfriendly provision) .
• Enhanced CIC severance with double-trigger window (3 months pre- to 1 year post-CIC), 3x salary+target bonus and full vesting; potential pay-for-failure concern if metrics are not disclosed .
• Prior involvement at Medizone during period when certain creditors initiated involuntary Chapter 11 (April 20, 2018) .
• Insider trading policy in place; no waivers granted in 2024 .

Compensation Structure Analysis

• Cash vs. equity mix: 2024 saw reinstated cash bonus ($185,500) and option grant ($75,495 FV), versus 2023 with cash salary only and no bonus/equity awards; indicates increased use of at-risk pay in 2024 after a no-bonus year .
• Equity vehicles: Use of stock options with 3-year vest, rather than RSUs/PSUs; options create alignment via upside but lack disclosed performance conditions beyond service vesting .
• Discretion and metrics: Bonus and equity amounts determined by Board/Compensation Committee without disclosed performance scorecards or weightings .

Equity Compensation Details

Equity Ownership Snapshot

Employment & Governance Policies

• Insider trading policy filed as 10-K Exhibit 19.1; Board must disclose any CEO/CFO Code of Ethics waivers via Form 8-K; none in 2024 .

Investment Implications

• Pay structure features significant CIC protections (3x cash + full vesting + benefits + potential tax gross-up), which may dilute alignment if performance hurdles are not disclosed; monitor for shareholder pushback on gross-up and severance multiples .
• 2024 compensation reset (bonus + options) after a flat 2023 suggests efforts to retain and incentivize the CEO amid strategic initiatives; lack of disclosed performance scorecards limits pay-for-performance transparency .
• Equity ownership is <1%, which may limit economic alignment; consider tracking new grants, vesting, and any Form 4 activity for potential selling pressure, especially around vesting dates and option exercises .
• Dual role as Chairman and CEO concentrates control; committees are independent, but absence of disclosed performance metrics and presence of gross-up elevate governance risk profile .
• Prior leadership track record includes successful M&A (Serologicals sale at $1.5B) but also Medizone’s creditor-initiated bankruptcy context; execution risk should be framed against current GOVX strategy and funding runway, with Board oversight and compensation rigor critical to investor confidence .