Nicole Lemerond
GeoVax LabsAbout Nicole Lemerond
Independent director of GeoVax Labs, Inc. (GOVX) since August 2022; a financial executive and public company board director with 25+ years across investment management, private equity, investment banking, M&A, and leveraged finance. She previously served as Managing Partner at NV Capital (2010–2022), and held roles at The Carlyle Group and Lehman Brothers; she has executed diligence and transactions totaling over $3 billion and raised over $1 billion for healthcare-focused investment funds. Education: B.S., Cornell University; CFA Charterholder. At GOVX, she serves on the Audit Committee and is designated an SEC “audit committee financial expert,” and is an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NV Capital | Managing Partner | Feb 2010–Aug 2022 | Established and led healthcare groups; raised >$1B from institutional investors; advised companies on financings, BD, and C‑suite hiring; executed M&A/Reg D/lev fin totaling >$3B |
| The Carlyle Group | Investment professional (finance) | Not disclosed | Executed diligence and leveraged finance/M&A transactions as part of cumulative $3B activity cited |
| Lehman Brothers | Investment banking (leveraged finance/M&A) | Not disclosed | Executed M&A and leveraged finance transactions; part of cumulative $3B transactions |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| MediciNova, Inc. | Director | Chairs Compensation; Member Audit | Public company directorship; governance and financial expertise roles |
| InMed Pharmaceuticals, Inc. | Director | Chairs Compensation; Member Audit | Public company directorship; governance and financial expertise roles |
Board Governance
- Independence: The Board determined Ms. Lemerond is independent under Sarbanes-Oxley Section 301(3)(B) and Nasdaq Rule 5605(a)(2) .
- Committee assignments (GOVX):
- Audit Committee: Member; committee comprised of Spencer (Chair), Chase, Kollintzas, Lemerond; designated “audit committee financial expert”; held 4 meetings in 2024 .
- Compensation Committee: Not a member; committee comprised of Chase (Chair), McNally, Spencer; held 2 meetings in 2024 .
- Nominating & Governance Committee: Not a member; committee comprised of McNally (Chair), Chase, Kollintzas, Morgan; held 2 meetings in 2024 .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Chair and CEO roles are combined (David A. Dodd); Lead Director is Dr. McNally; Board may reassess separation over time .
Fixed Compensation
| Component | Policy Detail | 2024 Actual ($) |
|---|---|---|
| Board annual retainer (cash) | $25,000 to non-employee directors | $32,500 (includes committee retainer) |
| Audit Committee member retainer (cash) | $7,500 (Chair $15,000) | Included within $32,500 |
| Compensation Committee member retainer (cash) | $5,000 (Chair $10,000) | Not applicable (not a member) |
| Nominating & Governance member retainer (cash) | $5,000 (Chair $7,500) | Not applicable (not a member) |
| Meeting fees | None; no additional fees for meetings attended | N/A |
| Total 2024 Director Compensation | — | $49,864 (Cash $32,500; Option awards $17,364) |
Performance Compensation
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Aug 12, 2024 | Stock Options | 8,050 | $2.17/share | Vests over one year | $17,364 |
| Jan 2025 (issued; approved Dec 2024) | Stock Options | 10,000 | Not disclosed | Not disclosed | Not disclosed |
- Director equity award guardrails: Under the 2025 Stock Incentive Plan, total value of awards plus cash fees to any non-employee director capped at $250,000 per 12-month period (value based on grant-date fair market value); no dividends/dividend equivalents on unearned awards; clawback/recoupment policies apply; options/SAR “repricing” requires stockholder approval .
Other Directorships & Interlocks
| Company | Relationship to GOVX | Potential Interlock/Conflict Notes |
|---|---|---|
| MediciNova, Inc. | Unrelated public biopharma | No GOVX-disclosed related party transactions with MediciNova; Audit Committee reviews and must pre-approve any related person transactions |
| InMed Pharmaceuticals, Inc. | Unrelated public biopharma | No GOVX-disclosed related party transactions with InMed; Audit Committee oversight per policy |
Expertise & Qualifications
- Financial expertise: SEC-designated “audit committee financial expert”; extensive background in investment management, leveraged finance, and M&A .
- Industry and governance: Significant corporate governance experience advising on equity financings, capital raises, business development, and C‑suite hiring/onboarding .
- Education/credentials: B.S. Cornell University; CFA Charterholder .
Equity Ownership
| As-of Date | Beneficial Ownership (# Shares) | % of Class | Notes |
|---|---|---|---|
| Apr 7, 2025 | 3,334 | <1% (*) | Based on proxy table; star denotes less than 1% |
| Sep 30, 2025 | 3,334 | <1% (*) | Based on 29,705,360 shares outstanding; SEC methodology; star denotes <1% |
| Equity Derivatives (12/31/2024) | Count |
|---|---|
| Aggregate options and warrants outstanding | 11,384 |
- Ownership methodology: Beneficial ownership includes securities exercisable within 60 days; % based on applicable outstanding shares as of date noted .
- Pledging/hedging: No pledging or hedging disclosed for directors; company maintains Code of Conduct and governance policies .
- Related person transactions: Audit Committee must review/approve; company policy prohibits loans and material transactions with directors/officers/5% holders absent committee approval; all 2023–2024 auditor services were pre-approved .
Governance Assessment
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Strengths
- Independence and financial oversight: Independent director with audit committee financial expert designation; active Audit Committee participation (4 meetings in 2024) supports financial reporting quality .
- Clear director pay structure: Cash retainer plus committee retainer with no meeting fees; equity awarded primarily via options with vesting and plan-level clawback and no dividends on unearned awards; director award cap enhances pay discipline .
- Attendance/engagement: Met at least 75% attendance threshold; full Board participation at annual meeting indicates engagement .
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Watch items
- Board leadership structure: Combined Chair/CEO role persists; mitigated by a Lead Director (McNally) but still a governance risk signal for independence of oversight .
- Ownership alignment: Direct common ownership of 3,334 shares (<1%) is modest; while options outstanding and annual option grants provide equity exposure, overall skin-in-the-game is limited relative to outstanding shares .
- Workload/interlocks: Concurrent public boards (MediciNova, InMed) with committee chair roles could limit capacity; however, no related-party transactions disclosed and Audit Committee policies help mitigate conflict risk .
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Red flags (none specifically disclosed)
- No loans, no material related-party transactions without Audit Committee approval per written policy; no option repricing without shareholder approval under the 2025 Plan .
- No meeting fees and capped director equity support pay governance; clawback provisions in place .
Overall, Lemerond’s independence, audit expertise, and structured director compensation with clawbacks are positives; low direct share ownership and combined Chair/CEO warrant ongoing monitoring for investor alignment and board oversight effectiveness .