Mark Newman
GeoVax LabsAbout Mark Newman
Mark J. Newman, Ph.D., is Chief Scientific Officer (CSO) of GeoVax Labs, Inc. (GOVX). He joined as CSO on August 25, 2020 (part-time) and became full-time effective March 1, 2022; prior service includes 2010–2013 as GeoVax VP of R&D . Age 70, he holds a dual B.Sc/M.Sc in Agriculture & Pre-Veterinary Medicine (Ohio State) and a Ph.D. in Immunology (John Curtin School of Medical Research, Australian National University) . Company pay-versus-performance shows net losses of $(25.0)M in 2024, $(26.0)M in 2023, $(14.0)M in 2022 and TSR values of $2.50, $5.48, $9.57 for a hypothetical $100 investment at 12/31/21 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GeoVax Labs, Inc. | Vice President, R&D | 2010–2013 | Advanced vaccine programs; returned as CSO to lead R&D |
| PaxVax; Pharmexa A/S; Epimmune; Vaxcel; Apollon; Cambridge Biotech | Senior management positions | Not disclosed | Led development of experimental vaccines/adjuvants into Phase 1/2; 10 U.S. patents; extensive publication record |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in cited filings | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $291,500 | $291,500 |
| Bonus ($) | $0 | $131,175 |
| Option Awards (Grant-Date Fair Value, $) | $0 | $33,865 |
| Total Compensation ($) | $291,500 | $456,540 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive (Cash) | Discretionary bonus | N/A | Not disclosed | $131,175 paid for 2024 | Cash; no vesting |
| Stock Options (Aug 12, 2024 grant) | Time-based service | N/A | Not disclosed | 15,700 options @ $2.17; grant-date FV $33,865 | Equal tranches on Aug 12, 2024, 2025, 2026 |
| Contingent Stock Options (Jan 2, 2025; subject to stockholder plan approval) | Time-based service | N/A | Not disclosed | 70,000 options @ $2.48; part of contingent awards | 3-year vesting from grant date |
Equity Ownership & Alignment
| Beneficial Ownership (as of April 7, 2025 unless noted) | Shares/Units | % of Class |
|---|---|---|
| Mark J. Newman – options exercisable within 60 days | 5,698 | <1% |
| Mark J. Newman – options (as of Sept 30, 2025) | 5,698 | <1% |
| Outstanding Options (as of Dec 31, 2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| 2024 grant (Aug 12, 2024) | 0 | 15,700 | 2.17 | Equal on Aug 12, 2024/2025/2026 |
| 2023 grant (Dec 7, 2023) | 4,444 | 2,223 | 11.33 | Unexercisable portion vests Dec 7, 2025 |
| Older options | 1,714 | 0 | 57.30 | Vested |
| Older options | 2,334 | 0 | 41.85 | Vested |
- Hedging and pledging: Company insider trading policy prohibits pledging/hypothecating Company securities and hedging transactions (short sales, puts/calls, swaps, collars, etc.) for directors/officers/employees .
- Trading controls: Pre-clearance required; blackout periods may be imposed; 10b5-1 plans permitted under strict conditions .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated Aug 25, 2020; amended and restated effective Mar 1, 2022 |
| Current base salary | $301,703 (subject to periodic increases by Compensation Committee) |
| Bonus eligibility | Discretionary annual bonus; Board/Comp Committee may approve |
| Equity eligibility | Annual grants under Company equity plans as determined by Board |
| Severance (without cause) | Monthly payments of base salary for period equal to one week per full year of service |
| Change-in-control (double-trigger window) | If termination without cause or for good reason within 3 months pre-CoC or 1 year post-CoC: (a) 2× then base salary + target annual bonus; (b) 2× benefits costs; (c) full vesting of all equity; (d) tax gross-up for any §4999 excise tax, interest, or penalties |
| Vesting acceleration | Full, complete vesting of stock options/RSUs upon CoC under agreement ; 2025 Stock Incentive Plan uses double-trigger for awards not assumed/substituted |
| Clawback/recoupment | 2025 Stock Incentive Plan authorizes forfeiture/recoupment and requires compliance with Company Compensation Recoupment Policy and applicable laws |
Board Governance Touchpoints (Comp Committee policies relevant to exec pay)
- Compensation Committee applies discretion, considers competitive data as necessary; CEO and CFO assist in evaluating performance of other executives; no formal formula for option awards; annual grant cycle reset to December with 2024 grants approved, 2025 grants issued in January subject to plan .
Performance & Company Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (Loss) ($) | $(14,021,125) | $(25,966,762) | $(24,992,296) |
| TSR Value of $100 Investment | $9.57 | $5.48 | $2.50 |
- BARDA funding commitment: ATI-RRPV award currently $26.2M (may increase up to $45M) for GEO‑CM04S1 Phase 2b; separate $343M award to CRO Allucent; termination risk and milestone compliance noted; ~$4.0M recognized through 12/31/24 .
Compensation Structure Analysis
- Mix shift: 2024 cash bonus reinstated ($131,175) alongside time-based option grant (15,700 @ $2.17); no explicit performance-weighted metrics disclosed for annual incentives—bonuses determined at Committee discretion .
- Equity cadence: Options vest on service over 3 years; contingent 2025 options (70,000 @ $2.48) broaden unvested overhang if plan approved—time-based, not performance-vested .
- Plan “best practices”: 2025 Plan prohibits repricing without stockholder approval; generally requires ≥1-year minimum vesting and employs double-trigger change-of-control treatment; includes clawbacks and limits on non-employee director awards .
Risk Indicators & Red Flags
- Golden parachute tax gross-up is included for excise taxes under §4999—generally viewed as shareholder-unfriendly .
- Company has “going concern” language; continued financing and BARDA contract risks cited .
- No pledging/hedging permitted—reduces misalignment risk .
Equity Ownership & Guidelines
- Stock ownership guidelines not disclosed for executives; compliance status not disclosed in the proxy –.
- Beneficial ownership for Dr. Newman is minimal (<1%) based on options exercisable within 60 days; therefore “skin-in-the-game” appears limited relative to overall shares outstanding .
Investment Implications
- Alignment: Compensation is largely time-based equity plus discretionary cash; absence of disclosed performance metrics (e.g., revenue/EBITDA/TSR targets) weakens pay-for-performance signaling; consider engagement to tie annual incentives to BARDA milestones, pipeline readouts, and cost discipline .
- Retention pressure: Significant unvested options (2024 and contingent 2025 grants) support retention over next 2–3 years; double-trigger CoC terms with full acceleration plus gross-up could increase exit-liability under strategic scenarios .
- Trading signals: Insider policy bans pledging/hedging and requires pre-clearance; watch vesting dates (Aug 12 annually; Dec 7, 2025) for potential Form 4 activity; no performance-vesting reduces forced-hold dynamics .
- Governance: Clawback framework and anti-repricing protections in 2025 Plan are positives; however, the presence of gross-up and discretionary bonus use amid ongoing net losses warrants scrutiny of payout rationale and targeted metrics .