Kelly McKee
GeoVax LabsAbout Kelly McKee
Kelly T. McKee, M.D., MPH, is Chief Medical Officer at GeoVax Labs (GOVX), appointed part-time effective January 6, 2022 and full-time effective March 1, 2023, with 30+ years in vaccines, emerging diseases, biodefense, and respiratory viral infections; he is age 75 as of April 2025 and holds an M.D. from the University of Virginia and an MPH from Johns Hopkins University . During his tenure, the company’s pay-versus-performance disclosure shows total shareholder return values of $2.50 (2024), $5.48 (2023), and $9.57 (2022), alongside net losses of $(24.99) million (2024), $(25.97) million (2023), and $(14.02) million (2022), framing execution against difficult capital markets and R&D phases typical of development-stage biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Army (Fort Detrick) | Leadership roles in virology, immunology, preventive medicine, clinical R&D; retired as Colonel | 1981–2001 | Led clinical and biodefense research programs; foundational expertise in infectious diseases |
| State of North Carolina | State Epidemiologist | Not disclosed | Public health leadership; statewide disease surveillance and response |
| DynPort Vaccine Company | Senior Director of Clinical Research | Not disclosed | Advanced vaccine clinical programs |
| Quintiles/QuintilesIMS (now IQVIA) | VP & Managing Director, Public Health and Government Services; VP, Vaccines & Public Health (Infectious Diseases & Vaccines CoE) | 10+ years (ended by 2017) | Led vaccines/public health engagements; managed large-scale clinical operations |
| Independent Consulting | Contract clinical development and medical advisory services to biopharma (infectious diseases) | Since 2017 (pre-GOVX) | Supported clinical strategy and execution across infectious disease portfolios |
External Roles
No additional current public-company board service or external directorships disclosed for Dr. McKee in the cited filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 356,367 | 350,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | — | 140,000 |
| All Other Compensation ($) | 4,667 | 11,104 |
| Total Compensation ($) | 361,034 | 534,969 |
Notes:
- Employment agreement provides discretionary annual bonus eligibility, not a formulaic target .
Performance Compensation
Annual Incentive Structure (Cash)
- Annual bonus is discretionary (no fixed performance metric weighting disclosed); Dr. McKee received $140,000 for 2024 .
Equity Awards and Vesting
| Grant Type | Grant Date | Shares/Units | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | Aug 12, 2024 | 15,700 | 2.17 | Not disclosed in SCT; options typically 10-year in plan; see outstanding awards table formatting | Equal installments vesting on Aug 12, 2024, 2025, 2026 |
| Stock Options (contingent under 2025 Plan) | Jan 2, 2025 | 70,000 | 2.48 | Jan 2, 2035 | Vests over 3 years from grant (contingent on stockholder approval) |
| Legacy Stock Options | Dec 7, 2022 | 1,000 total (666 exercisable/334 unexercisable shown) | 11.33 | Dec 7, 2032 | Unexercisable portion vests Dec 7, 2025 |
Plan mechanics:
- Company equity plans (2020, 2023, proposed 2025) allow performance awards (PSUs/units), RSUs, options, phantom stock, and acceleration upon certain change-in-control outcomes per plan terms; specific metric weightings for Dr. McKee’s awards are not disclosed .
Equity Ownership & Alignment
| As-of Date | Common Shares Owned | Options Exercisable | Options Unexercisable | Ownership % of Class |
|---|---|---|---|---|
| Apr 7, 2025 | 3,052 | Not itemized in that table | Not itemized in that table | <1% |
| Sep 30, 2025 | 3,494 | 666 | Not itemized beyond 666 noted exercisable; see outstanding table for additional unexercised counts | <1% (based on 29,705,360 shares outstanding) |
Alignment safeguards:
- Insider trading policy prohibits pledging/hypothecation and hedging transactions (collars, swaps, short sales, puts/calls, margin), supporting long-term alignment; Rule 10b5-1 plans are permitted for planned trading .
Stock ownership guidelines:
- No officer stock ownership multiple-of-salary guideline disclosed in the cited filings; director compensation and grants are outlined separately .
Employment Terms
- Employment Agreement: Chief Medical Officer agreement dated March 1, 2023; no fixed term; base salary currently $357,000 (as amended) .
- Severance (no cause): Monthly base salary payments equal to one week per full year of service .
- Change-in-Control (CIC) Economics: If terminated without cause during three months before or one year after a CIC, cash equal to 2x base salary and target annual bonus, plus 2x cost of benefits; full vesting of all stock options/RSUs/other equity; tax gross-up for excise taxes under §4999 (shareholder-unfriendly) .
- Benefits: Eligible for health insurance and 401(k) on same terms as other employees .
Performance & Track Record
- Pay-versus-performance TSR (value of fixed $100 investment): $9.57 (2022), $5.48 (2023), $2.50 (2024), indicating declining shareholder returns over the period disclosed .
- Net income (loss): $(14,021,125) (2022), $(25,966,762) (2023), $(24,992,296) (2024), consistent with development-stage biotech funding R&D and clinical programs .
Compensation Structure Analysis
- Year-over-year mix: 2024 includes cash bonus ($140,000) and option grant (15,700 shares), after no option grants in 2023 due to calendar cycle reset; options resumed in 2024 and contingent awards proposed in 2025 to preserve equity-based incentives and reduce cash burn .
- Discretionary cash bonuses vs at-risk equity: Bonuses lack disclosed performance metrics/weightings; equity grants vest over time, with additional contingent awards subject to stockholder approval of the 2025 plan—aimed at retention and alignment .
- CIC provisions: Full acceleration and tax gross-up under CIC are red flags for governance-sensitive investors, increasing potential payout magnitude irrespective of performance .
Risk Indicators & Red Flags
- Tax gross-up under CIC (excise tax) is atypical and shareholder-unfriendly .
- Potential insider selling windows around vesting dates (Aug 12 each year for the 2024 grant; three-year schedule for Jan 2, 2025 contingent grant if plan approved) may create episodic supply; policy prohibits hedging/pledging but allows 10b5-1 plans to mitigate timing risks .
- Continued net losses and reliance on equity/warrant financings reflected in broader company proxies and special meeting disclosures may pressure dilution and valuation, indirectly affecting incentive realizations .
Investment Implications
- Alignment: Low direct ownership (<1%) is typical for small-cap biotech executives; prohibition of hedging/pledging is positive, but discretionary bonuses without disclosed KPI weightings reduce pay-for-performance transparency .
- Retention and selling pressure: Multi-year vesting (Aug 12 tranches; 2025–2028 contingent vesting) supports retention but can create selling pressure near vest dates; monitor Form 4 filings and any 10b5-1 plans for scheduled sales .
- Change-in-control economics: Double-trigger severance at 2x salary+target bonus with full acceleration and tax gross-up increases potential payout and could influence transaction dynamics; governance-sensitive funds may discount for gross-up risk .
- Performance context: Declining TSR over 2022–2024 and ongoing net losses highlight execution and financing risk typical of clinical-stage firms; equity-heavy incentives aim to conserve cash while aligning with long-horizon value creation through milestones .