Jayne Morgan
GeoVax LabsAbout Jayne Morgan
Jayne Morgan, M.D., age 62, has served on the GeoVax Labs, Inc. Board since December 2022. She is a cardiologist and, since August 2024, Vice President of Medical Affairs at Hello Heart with a focus on women’s health and AI; prior roles include Executive Director of Health and Community Education at Piedmont Healthcare (2015–2024), Chief Medical Officer at the American Chemistry Council, Global Director of the Cardiorenal Division at Solvay Pharmaceuticals, and Assistant Professor of Medicine at the Cleveland Clinic. Dr. Morgan holds a B.S. from Spelman College, an M.D. from Michigan State University, completed residency at George Washington University and fellowships at Mount Sinai Medical Center, and is Adjunct Associate Professor of Medicine at Morehouse School of Medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hello Heart | Vice President of Medical Affairs (Women’s Health & AI) | Aug 2024–present | Focus on women’s health and AI |
| Piedmont Healthcare Corporation | Executive Director of Health and Community Education; COVID Task Force leader | 2015–2024 | Led health literacy initiatives; published cardiology/COVID-19 studies; CNN/Scripps medical expert |
| American Chemistry Council | Chief Medical Officer | Not disclosed | Senior medical leadership |
| Solvay Pharmaceuticals | Global Director, Cardiorenal Division | Not disclosed | Global therapeutic leadership |
| Cleveland Clinic | Assistant Professor of Medicine | Not disclosed | Academic leadership |
| Southeast Life Sciences Association | President (first African American) | Not disclosed | Industry association leadership |
| Abbott Laboratories | Cardiology advisor (MitraClip Team) | Not disclosed | Device advisory role |
| Moderna | Health Equity Advisor | Not disclosed | Equity strategy in trials |
| Pfizer; Novartis | Steering Committees; Novartis Horizon Trial National Lead | Not disclosed | Clinical trial leadership |
| Media and Outreach | Creator: The Stairwell Chronicles; Host: HealthyHer (debut Nov 2024) | Ongoing; Nov 2024 debut | Public health education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Georgia Bio | Board Member | Not disclosed | Biotech industry association |
| Medical Association of Atlanta | Board Member | Not disclosed | Local medical association governance |
| American Heart Association (National Diversity & Inclusion Board) | Board Member | Not disclosed | National non-profit governance |
| Morehouse School of Medicine | Adjunct Associate Professor of Medicine | Not disclosed | Academic appointment |
| CNN; Scripps News | Medical Expert | Not disclosed | Public education/media |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee; not listed on Audit or Compensation in current composition disclosures .
- Independence: Board determined Dr. Morgan is “independent” under Sarbanes-Oxley §301(3)(B) and Nasdaq Rule 5605(a)(2) .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; in 2023, Board held 6 meetings with at least 75% attendance by each director .
- Board structure: Seven directors; combined Chair/CEO roles (David A. Dodd); Lead Director role (currently Dr. McNally) exists and carries additional retainer .
Fixed Compensation
- Director Compensation Plan: Annual cash retainer $25,000 (non-employee directors); Lead Director $35,000 if no non-employee Chair; committee retainers—Audit $7,500 ($15,000 Chair), Compensation $5,000 ($10,000 Chair), Nominating & Governance $5,000 ($7,500 Chair); no meeting fees; expenses reimbursed .
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $30,000 | $0 | $30,000 |
| 2024 | $30,000 | $17,364 (grant-date fair value) | $47,364 |
Performance Compensation
- Options: Annual grants resumed in 2024 after cycle adjustment; 8,050 options granted Aug 12, 2024 to each non-employee director, $2.17 exercise price, vesting over one year; additional 10,000 options approved Dec 2024 and issued Jan 2025 to each non-employee director (vesting terms not disclosed) .
- Warrants: 2020 director warrants issued as part of deferred compensation; included in aggregate outstanding instruments .
| Award Date | Instrument | Shares/Units | Exercise/Strike | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Aug 12, 2024 | Stock Options | 8,050 | $2.17 per share | Over one year | $17,364 |
| Jan 2025 (approved Dec 2024) | Stock Options | 10,000 | Not disclosed | Not disclosed | Not disclosed |
| Sept 29, 2020 | Warrants (deferred comp) | Included in aggregate outstanding | $75.00 weighted avg (plan-level) | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- No public-company directorships are disclosed for Dr. Morgan in GeoVax’s proxy biography; external board roles are primarily non-profit/associations (Georgia Bio, Medical Association of Atlanta, AHA) .
Expertise & Qualifications
- Cardiologist with clinical, regulatory, and industry experience (ACC, Solvay); AI/women’s health focus at Hello Heart; recognized public health communicator (CNN/Scripps); leadership in health equity and clinical trials (Moderna equity advisor; Pfizer/Novartis steering; Novartis Horizon national lead). Education includes Spelman (BS), Michigan State (MD), GW residency, Mount Sinai fellowships; academic appointment at Morehouse .
Equity Ownership
| Metric | 2024-12-31 | 2025-04-07 | 2025-09-30 |
|---|---|---|---|
| Beneficial Ownership (Common Shares) | Not disclosed | 3,334; <1% of class | 3,334; <1% of class |
| Options/Warrants Outstanding (aggregate count) | 11,384 | Not disclosed | “Includes stock options to purchase 3,334 shares” (footnote reference for Dr. Morgan) |
Notes:
- 2024 aggregate instruments include options and 2020 warrants; per-plan weighted-average exercise prices shown at plan level (not individual) .
- April and September 2025 beneficial ownership reflect specified record dates and percentages computed by the company as “less than 1%” .
Governance Assessment
- Independence and committee role: Dr. Morgan is an independent director serving on Nominating & Governance, aligning her expertise with board composition and governance policy oversight .
- Engagement: Board attendance thresholds were met in 2023 and 2024 at the director level; Board met 11 times in 2024, indicating active governance cadence .
- Pay structure and alignment: Cash retainers are modest with added committee retainers; equity grants resumed in 2024 and increased in early 2025 (8,050 options then 10,000 options), enhancing at-risk pay, though individual ownership remains de minimis (<1%)—a potential alignment gap typical in micro-cap biopharma .
- Red flags/risks: No related-party transactions or pledging by Dr. Morgan are disclosed in available proxies; ongoing financing actions (warrants, reverse split proposals) increase dilution risk at the company level and warrant vigilance on board oversight of capital markets strategy, though they are not specific to Dr. Morgan .