Randal Chase
GeoVax LabsAbout Randal D. Chase
Randal D. Chase, Ph.D., age 75, has served as an independent director of GeoVax Labs, Inc. since March 2015. He is an experienced pharmaceutical and biotechnology executive with prior CEO roles and extensive vaccine industry leadership; his education includes a B.Sc. in biochemistry (Bishop’s University), a Ph.D. in biochemistry (University of British Columbia), a post-doctoral fellowship at the McArdle Cancer Institute (University of Wisconsin), and the Senior Executive Program at London Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Proteome Therapeutics Corporation (public) | President & CEO; Director | President & CEO: Feb 2017–Apr 2018; Board: 2015–Apr 2018 | Led biopharma; governance at a publicly-held company |
| Medicago, Inc. | Chairman of the Board | Until sale in 2013 | Oversaw sale to Mitsubishi Tanabe Pharma |
| Immunovaccine, Inc. | President & CEO | 2006–2011 | Led clinical-stage vaccine company |
| Shire Biologics; North American Vaccine; Pasteur Merieux Connaught; Quadra Logic Technologies, Inc. | President (various) | Not specified | Senior leadership across vaccine/biologics platforms |
| Bristol Myers; Glaxo Pharmaceuticals | Early career | Not specified | Foundational pharma experience |
External Roles
| Organization | Nature | Role | Tenure/Status |
|---|---|---|---|
| Public company directorships (current) | Public board seats | Not disclosed in proxy | None disclosed for Dr. Chase |
| Public company directorships (prior) | Public board seat | Advanced Proteome Therapeutics Corporation | Director 2015–Apr 2018 |
| Other notable roles | Private/industry | Medicago (Chair), Immunovaccine (CEO), multiple vaccine companies | Historical leadership roles |
Board Governance
- Committee memberships: Audit; Compensation; Nominating & Governance .
- Committee chair roles: Chair of the Compensation Committee; Audit Committee chaired by John N. Spencer, Jr.; Nominating & Governance Committee chaired by Robert T. McNally .
- Independence: The Board determined Dr. Chase is independent under Sarbanes-Oxley §301(3)(B) and Nasdaq Rule 5605(a)(2) .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the May 23, 2024 annual meeting .
- Lead Independent Director: In the absence of a non-employee Chair, Lead Director role is designated and currently held by Dr. McNally .
Fixed Compensation
| Component | Rate/Amount | Period/Date | Notes |
|---|---|---|---|
| Board retainer (cash) | $25,000 | Annual (paid quarterly) | Non-employee director plan |
| Audit Committee – member retainer | $7,500 | Annual | Chair rate $15,000; Dr. Chase is member |
| Compensation Committee – chair retainer | $10,000 | Annual | Dr. Chase is Chair |
| Nominating & Governance – member retainer | $5,000 | Annual | Chair rate $7,500; Dr. Chase is member |
| Meeting fees | $0 | Ongoing | No additional meeting fees |
| Fees Earned or Paid in Cash (actual) | $47,500 | FY 2024 | Sum of retainers above |
Performance Compensation
| Grant Date | Instrument | 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) | Stock options | 10,000 | Not disclosed | Annual grant to non-employee directors; typical one-year vest for directors | Not disclosed |
- Director equity program: Options are the primary equity component; annual grants approved (Dec 2024 board approval for 10,000-share options issued Jan 2025). The 2025 Stock Incentive Plan imposes minimum one-year vesting generally, double-trigger change-of-control protections, no option/SAR repricing without stockholder approval, clawback applicability, and a $250,000 annual cap on non-employee director awards plus cash fees .
Other Directorships & Interlocks
| Company | Sector | Relationship to GOVX | Interlocks/Conflicts |
|---|---|---|---|
| Advanced Proteome Therapeutics Corporation | Biopharma | Prior public board/CEO role | No GOVX interlocks disclosed |
| Medicago, Inc. | Vaccines | Prior chairman | No GOVX interlocks disclosed |
| Immunovaccine, Inc. | Vaccines | Prior CEO | No GOVX interlocks disclosed |
Expertise & Qualifications
- Vaccine industry leadership (CEO roles at Immunovaccine; Chairman at Medicago) and senior roles at Shire Biologics, North American Vaccine, Pasteur Merieux Connaught, Quadra Logic .
- Education: B.Sc. biochemistry (Bishop’s University); Ph.D. biochemistry (University of British Columbia); post-doc at McArdle Cancer Institute; Senior Executive Program at London Business School .
Equity Ownership
| Metric | Apr 7, 2025 | Sep 30, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 10,217 (includes 2,441 shares + 7,776 options/warrants) | 9,109 (includes 2,441 shares + 6,668 options) |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Aggregate option/warrant awards outstanding (as of Dec 31, 2024) | 15,826 | N/A |
- No pledging or hedging disclosures specific to Dr. Chase appear in the proxy; stock ownership guidelines are not disclosed for directors in the proxy. The 2025 Plan notes compliance with any applicable ownership/retention policies and clawbacks .
Board Governance Assessment
- Strengths: Independent status; active committee leadership (Compensation Chair); documented attendance; and measured director pay structure with transparent retainers, no meeting fees, and clawback governance under the 2025 Plan .
- Alignment: Holds equity via director option grants; beneficial ownership is modest (<1%), consistent with small-cap biopharma norms where equity incentives accrue over time .
- Potential red flags/monitoring items: Company-level financing activity with frequent warrants and exchange price adjustments; however, no related-party transaction is attributed to Dr. Chase specifically. A May 2024 bridge financing included promissory notes to “members of our Board of Directors and senior management,” which were repaid in Aug 2024—names were not disclosed; audit committee oversight of related-person transactions is described and policies prohibit loans and material transactions except as approved under stated procedures .
- Compensation governance: The Compensation Committee (chaired by Dr. Chase) applies discretion, utilizes independent committee membership, and administers equity plans with double-trigger change-of-control treatment and anti-repricing provisions, supporting investor confidence in pay practices .