John Spencer Jr
GeoVax LabsAbout John N. Spencer, Jr.
John N. (Jack) Spencer, Jr., CPA, age 84, has served as an independent director of GeoVax Labs, Inc. since September 2006. He is a retired Ernst & Young LLP partner, where he led the firm’s southeastern U.S. life sciences practice; he holds a B.S. from Syracuse University, an MBA from Babson College, and completed Harvard Business School’s AMP. The Board has determined he is independent under Sarbanes-Oxley and Nasdaq rules and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; led southeastern U.S. life sciences practice | ~38 years; retired 2000 | Oversight of numerous public/private medtech clients; deep audit and governance expertise |
External Roles
- No current public company directorships disclosed in the proxy; prior career was at Ernst & Young.
Board Governance
- Committee assignments: Audit (Chair), Compensation (member); not on Nominating & Governance.
- Independence: Independent director per Sarbanes-Oxley §301(3)(B) and Nasdaq Rule 5605(a)(2).
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting.
- Lead Independent Director: Dr. Robert T. McNally serves as Lead Director.
- Audit Committee leadership and qualifications: Spencer is Audit Committee Chair and an “audit committee financial expert”; he signed the Audit Committee report.
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 25,000 | Non-employee director plan |
| Audit Committee Chair fee (cash) | 15,000 | Chair premium |
| Compensation Committee member fee (cash) | 5,000 | Member retainer |
| Total Cash Fees | 45,000 | Matches director compensation table |
Performance Compensation
| Equity Award | Grant Date | Shares | Exercise Price | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| Non-employee director stock option | Aug 12, 2024 | 8,050 | 2.17 | 1-year vest | 17,364 | Annual grant approved in 2024 cycle |
| Annual director stock option | Jan 2025 | 10,000 | 2.48 | 1-year vest (directors) | N/A | Approved Dec 2024, issued Jan 2025 |
- Option grant policy: Board shifted to annual grant cycle; director grants time-based vesting, not performance-based; no meeting fees.
- Clawbacks/recoupment: Company’s 2025 Plan authorizes forfeiture/recoupment; participants are subject to the Compensation Recoupment Policy and applicable clawback/ownership policies.
Other Directorships & Interlocks
- None disclosed for Spencer; no shared directorships noted with key customers/suppliers/competitors.
Expertise & Qualifications
- CPA; extensive audit and life sciences industry experience; designated audit committee financial expert. Education: B.S. (Syracuse), MBA (Babson), Harvard AMP.
Equity Ownership
| Date (Record) | Total Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Apr 7, 2025 | 9,472 | <1% | Includes 1,402 common and options/warrants to purchase 8,070 shares |
| Sep 30, 2025 | 18,070 | <1% | Includes 11,402 common and stock options to purchase 6,668 shares |
- Director outstanding options/warrants as of Dec 31, 2024: 16,120 (aggregate).
- No pledging/hedging of company stock disclosed; ownership guidelines for directors not disclosed in the proxy.
Governance Assessment
- Strengths: Independent status; long audit background; Audit Chair and designated financial expert; documented committee charters and active oversight; consistent attendance.
- Alignment: Receives moderate cash retainers and annual equity options with standard vesting, promoting alignment without excessive guaranteed pay.
- Potential red flags/risks:
- Financing cadence and dilution: Repeated warrant approvals (March and September 2025) and reverse split proposal to maintain Nasdaq compliance increase dilution risk; oversight implications for capital structure and investor confidence.
- Related-party exposure: May 2024 short-term bridge notes issued to “members of our Board and senior management” (aggregate $150,000) repaid in Aug 2024; while modest, still requires robust Audit Committee conflict oversight.
- Combined Chair/CEO roles (Dodd): Board recognizes combined roles and may separate in future; places more emphasis on Lead Director and committee independence.
Implications: As Audit Chair and financial expert, Spencer’s oversight of repeated financing mechanics, warrant repricings/extensions, and reverse split execution is central to investor confidence in controls around dilution, fair disclosure, and capital allocation. Continuous transparency on related-party transactions and tight adherence to clawback/insider trading policies remain essential.
Notes on Compensation Structure Trends
- Year-over-year mix: 2024 cash of $45,000 plus single annual option grant; the Board approved moving to a consistent annual grant cycle with an additional 10,000-share option in Jan 2025, indicating stable equity usage rather than increases in guaranteed cash.
- Non-employee director cap: Aggregate director compensation limited to $250,000 value per 12 months (cash plus equity), constraining pay inflation.
Related Party Transactions
- May 2024 bridge financing: 10% OID notes at 15% interest to Board and senior management totaling $150,000; repaid in Aug 2024 after qualified financing; Audit Committee tasked to review related person transactions under written policy.
Say-on-Pay & Shareholder Feedback
- Director-specific say-on-pay data not provided; executive pay-versus-performance disclosure included elsewhere in the proxy.
Employment & Contracts
- As a non-employee director, no employment contract or severance/change-of-control provisions disclosed specific to Spencer; director pay plan governs fees and options.
Insider Trades
- Not disclosed in proxy; refer to Forms 4 for real-time transactions; none cited in the company materials reviewed.
Compensation Committee Analysis
- Composition: Chase (Chair), McNally, Spencer; independent members; plan prohibits option/SAR repricing without stockholder approval and institutes minimum vesting standards, supporting governance best practices.
Summary Signals for Investors
- Positive: Independent Audit Chair with deep financial expertise; strong committee governance; transparent director compensation; attendance satisfactory.
- Watch items: High dilution potential from serial financings, warrant adjustments, and potential reverse split to maintain listing; ensure continued rigorous Audit oversight of capital actions and related-party processes.