Dean Kollintzas
GeoVax LabsAbout Dean G. Kollintzas
Independent director of GeoVax Labs, Inc. since September 2006; age 51; an intellectual property attorney specializing in biotechnology/pharmaceutical licensing, FDA regulation, and corporate/international transactions. Founder of Procare Clinical, LLC (clinical trial management) and a member of the Wisconsin and American Bar Associations; holds a microbiology degree (University of Illinois) and a J.D. (University of New Hampshire School of Law). The Board cites his IP/licensing and FDA expertise as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procare Clinical, LLC | Founder | 2014–present | Clinical trial management company; governance/operations relevance to clinical execution |
| Private Practice (Law) | Intellectual property attorney | 2004–present | Biotech/pharma licensing, FDA regulation; transaction advisory |
| Legal Career | IP attorney (specialization began) | Since 2001 | Focus areas support regulatory and IP risk oversight |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy materials |
Board Governance
- Board size: seven directors; Kollintzas is an independent director under Sarbanes-Oxley and Nasdaq rules .
- Attendance: Board held 11 meetings in 2024; each director attended ≥75% of Board/committee meetings; all then-serving directors attended the 2024 annual meeting .
- Leadership: Chair/CEO combined (Dodd); Lead Director is Dr. McNally (non-employee) .
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | John N. Spencer, Jr. | 4 |
| Nominating & Governance Committee | Member | Robert T. McNally | 2 |
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $25,000 | Non-employee director plan |
| Audit Committee membership fee | $7,500 | Member (not chair) |
| Nominating & Governance Committee membership fee | $5,000 | Member (not chair) |
| Meeting fees | $0 | No fees for meeting attendance |
| Total cash paid (FY 2024) | $37,500 | As reported in director compensation table |
Performance Compensation
| Equity Award Metric | FY 2024 | FY 2025 (plan context) |
|---|---|---|
| Options granted (#) | 8,050 | 10,000 options approved Dec 2024, issued Jan 2025 to each non-employee director |
| Grant date | Aug 12, 2024 | Jan 2025 issuance per Board approval |
| Exercise price | $2.17 | Set at fair market value on grant date per plan |
| Grant-date fair value | $17,364 | N/A |
| Vesting | One year (director grants) | Minimum one-year vesting; directors vest by next annual meeting ≥50 weeks |
| Repricing protection | — | No option/SAR repricing without stockholder approval |
| Clawback/recoupment | — | Subject to Compensation Recoupment Policy/clawbacks; forfeiture for detrimental conduct |
| Non-employee director award cap | — | $250,000 total value per 12 months (cash + equity) |
Performance metrics tied to director compensation: Not disclosed; director equity awards are time-vested (no stated revenue/EBITDA/TSR targets) .
Other Directorships & Interlocks
- No other public company boards or disclosed interlocks for Kollintzas in proxy materials .
Expertise & Qualifications
- Microbiology (University of Illinois) and J.D. (University of New Hampshire School of Law); IP/licensing and FDA regulatory specialization; founder/operator experience in clinical trial management .
- Board rationale for service: expertise in IP, biotech/pharma licensing, and FDA regulation .
Equity Ownership
| Metric | As of Apr 7, 2025 | As of Sep 30, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 8,268 | 7,468 |
| Common shares owned | 800 | 800 |
| Options/warrants exercisable within 60 days | 7,468 | 6,668 |
| Ownership % of outstanding | <1% (star footnote) | <1% (star footnote) |
Shares pledged/hedged: No pledging/hedging disclosures specific to Kollintzas; company maintains an insider trading policy .
Governance Assessment
- Effectiveness: Independent status; dual committee memberships (Audit; Nominating & Governance) signal active oversight in financial reporting and board composition/governance . Attendance thresholds met; annual meeting attended, supporting engagement .
- Alignment: Cash retainer augmented by equity options with time-based vesting; plan-level clawbacks, director award cap, and repricing prohibitions support shareholder-friendly governance .
- Ownership: Beneficial stake is <1%—typical for micro-cap biotech boards but indicates limited economic alignment versus larger holders; incremental annual option grants help but are modest .
- Potential conflicts: Company-level related transactions included a short-term bridge financing subscribed by board/senior management (aggregate $150,000; repaid with interest), reviewed under related-party policies—no individuals identified; oversight rests with Audit Committee .
- Capital structure risk: Frequent registered direct offerings, warrant repricing/extension, and reverse split proposal to address Nasdaq bid-price deficiency (July 31, 2025) may challenge investor confidence; governance processes require ongoing scrutiny of dilution and financing terms .
RED FLAGS
- Low personal ownership (<1%) relative to outstanding shares (alignment risk in capital-intensive/dilutive periods) .
- Company-level dilution and dependency on warrant/shareholder approvals (reverse split; repeated financings) increasing governance pressure on board oversight of capital allocation and investor protections .