Mark Reynolds
GeoVax LabsAbout Mark Reynolds
Mark W. Reynolds, CPA, is Chief Financial Officer and Corporate Secretary of GeoVax Labs, Inc., having joined the company in October 2006. He holds a Master of Accountancy from the University of Georgia and previously served in finance leadership roles at CytRx, Duska Therapeutics, and HealthWatchSystems; he began his career as an auditor with Arthur Andersen & Co. Reynolds is 63 years old as of 2025, and has signed numerous SEC current reports on behalf of GeoVax in his capacity as CFO. The company’s pay-versus-performance disclosure indicates TSR is used for contextual analysis, with Compensation Actually Paid calculated per Item 402(v); Reynolds is included in the “other NEOs” average in 2022, framing pay alignment amid persistent net losses.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GeoVax Labs, Inc. | Chief Financial Officer & Corporate Secretary | Oct 2006–present | Senior finance leadership; SEC reporting and corporate governance |
| HealthWatchSystems, Inc. | Chief Financial Officer | 2004–2008 | Private consumer healthcare finance leadership |
| Duska Therapeutics, Inc. | Chief Financial Officer | 2004–2006 | Public biotech CFO; capital markets and reporting |
| CytRx Corporation | Controller; Chief Financial Officer | 1988–2002 | Public biopharma finance progression to CFO |
| Arthur Andersen & Co. | Auditor | 1985–1988 | External audit foundation; CPA credential |
External Roles
None disclosed (no external public company directorships or committee roles identified for Reynolds).
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Notes |
|---|---|---|---|
| 2014 | 212,600 | 2,000 | Employment agreement amended Oct 2013; severance and CoC added |
| 2015 | 223,230 | 2,000 | Increase effective Jan 1, 2015 |
| 2016 | 234,392 | — | Deferred 40% of salary to conserve cash; effective annualized $140,635 |
| 2020 | 234,392 (restored 8/31/2020) | 117,196 (awarded Dec 2020; paid Jan 2021) | ~74% of accrued salary deferral paid in equity, remainder cash |
| 2023 | 254,500 (current at time of filing) | — | Eligible for discretionary annual bonus and equity grants |
Performance Compensation
| Award Type | Grant Date | Shares | Exercise/Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Option | Dec 2, 2020 | 128,000 | $2.79 | Over 3 years (equal tranches customary; company discloses 3-year vesting) | Not disclosed (company options generally 10-year term) |
| Contingent Stock Option (2025 Plan) | Jan 2, 2025 | 70,000 | $2.48 | Over 3 years from grant | Jan 2, 2035 |
Notes:
- GeoVax discloses awarding options under its 2020 and 2023 plans; vesting typically over defined time periods; options generally expire 10 years from grant, though Reynolds’ 2020 grant’s specific expiry date is not separately listed.
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | Percent of Class | Source |
|---|---|---|---|
| Sep 30, 2025 | 26,911 | <1% | DEF 14A (Special Meeting proxy) |
- No pledging disclosed for Reynolds; plan terms restrict pledging/encumbrance of shares subject to unvested awards, and the ownership tables do not indicate pledged shares.
- Company maintains an insider trading policy (with disclosure/waiver mechanics); no waivers in 2024.
- Stock ownership guidelines referenced at plan level (participants must comply with ownership/retention and clawback policies), but specific executive multiple-of-salary guidelines are not enumerated.
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Agreement | At-will, no specified term | Employment agreement dated Jan 1, 2010; amended Oct 22, 2013 |
| Base Salary | As amended | $234,392 by 2016; $254,500 current in 2023 filing |
| Discretionary Bonus | Board/Committee determined | Discretionary annual bonus eligible; examples: $117,196 awarded Dec 2020 |
| Benefits | Health/401(k) | Eligible at same level as other employees |
| Severance (No Cause) | Tenure-based | Monthly payments equal to one week of base salary per full year of service (e.g., 11 weeks as of Dec 31, 2017) |
| Voluntary Resignation | Notice | 60 days’ notice; severance not payable |
| Change-in-Control (CoC) | Multiple; vesting; gross-up | Two times base salary + target bonus; two times benefits; full vesting of equity; excise tax gross-up if §4999 applies |
| Notice of Termination | Company | At least 30 days’ prior notice if without cause |
Clawbacks and Plan Controls:
- 2025 Plan requires compliance with Compensation Recoupment Policy and permits forfeiture/recoupment for detrimental conduct; limits transferability and disallows dividends on unearned awards.
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Equity Options (time-based) | N/A | N/A | N/A | N/A | Three-year vesting schedules on 2020 and 2025 grants |
Note: The company does not disclose formulaic performance metrics (e.g., revenue growth, EBITDA, TSR percentiles) tied specifically to Reynolds’ awards; option grants are determined using subjective judgment by the CEO and Compensation Committee, and vest based on time.
Additional Pay-versus-Performance Context (Company-Level)
| Year | CEO SCT Total ($) | Other NEOs Average SCT ($) | CEO CAP ($) | Other NEOs Average CAP ($) |
|---|---|---|---|---|
| 2024 | 645,795 | 495,755 | 642,377 | 497,077 |
| 2023 | 384,200 | 326,267 | 334,063 | 314,994 |
| 2022 | 652,012 | 429,383 | 293,263 | 310,696 |
- TSR is reported as the value on the last trading day of each year of a $100 investment made on the last trading day of 2021; net income remained negative over the period. Reynolds is included in “other NEOs” average in 2022.
Equity Plan Activity and Overhang
- January 2, 2025 contingent options under proposed 2025 Plan: 70,000 to Reynolds at $2.48, 10-year term, 3-year vest; contingent awards totaled 805,300 shares across executives and other participants. Any failure to approve the 2025 Plan would nullify these awards and reduce ability to use equity for retention.
Investment Implications
- Alignment: Reynolds’ direct beneficial ownership is modest relative to shares outstanding (<1%), tempering “skin-in-the-game” alignment; however, the 2025 contingent option grant improves future alignment if approved.
- Retention and selling pressure: Time-based vesting on existing and contingent options creates periodic potential supply as tranches vest; approval of the 2025 Plan is a retention lever the Board views as essential.
- Governance risk: Change-in-control terms include a tax gross-up and full acceleration, which are shareholder-unfriendly features and can inflate termination costs; recoupment/clawback policies mitigate conduct risk but not payout structure.
- Cash conservation history: Prior salary deferrals and equity/warrant settlements highlight a propensity to use equity for compensation and liquidity management, increasing dilution sensitivity for investors.
- Monitoring: Watch for Form 4 filings around vest dates and 2025 Plan approval, as incremental exercisability may coincide with liquidity events; also track any 8-K 5.02 disclosures for changes to executive terms.