Robert McNally
GeoVax LabsAbout Robert T. McNally
Independent director; age 77; joined GeoVax’s board in December 2006 (19 years of service). Former President & CEO (2008–2018) and earlier CEO of Cell Dynamics; co‑founder/SVP Clinical Research at CryoLife. Ph.D. in biomedical engineering (University of Pennsylvania) and B.S. in engineering (Villanova); Fellow of the American Institute for Medical and Biological Engineering; former Chairman of Georgia Bio; advisory roles at Georgia Tech institutes. The board has determined he is independent under Sarbanes‑Oxley and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GeoVax Labs, Inc. | President & CEO | 2008–2018 | Led the company through CEO transition; remains director |
| Cell Dynamics LLC | Chief Executive Officer | 2000–2008 | Operated cGMP lab services |
| CryoLife, Inc. | Co‑founder; SVP Clinical Research | Prior to 2000 | Pioneering transplantable human tissues; clinical leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute for Medical and Biological Engineering | Fellow | Not disclosed | Recognized scientific/engineering credentials |
| Georgia Institute of Technology (Petit Institute; Dupree College of Management) | Advisory Board Member | Not disclosed | Academic advisory contributions |
| Georgia Bio | Chairman (former) | Not disclosed | Industry association leadership |
Board Governance
- Committee assignments and chair roles:
- Nominating & Governance Committee: Chair
- Compensation Committee: Member
- Audit Committee: Not a member (committee comprises Spencer (Chair), Chase, Kollintzas, Lemerond)
- Lead Independent Director: Yes (non‑employee Lead Director designation)
- Independence status: Board determined McNally is independent per Sarbanes‑Oxley §301(3)(B) and Nasdaq Rule 5605(a)(2)
- Attendance and engagement:
- Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings; all then‑serving directors attended the May 23, 2024 annual meeting
- Committee meetings in 2024: Audit 4; Compensation 2; Nominating & Governance 2
Fixed Compensation
| Component | Policy Detail | 2024 Amount ($) |
|---|---|---|
| Board retainer (Lead Director) | In absence of non‑employee Chair, Lead Director receives $35,000 cash retainer annually | $35,000 |
| Audit Committee member | $7,500 member; $15,000 chair (not applicable to McNally) | $0 |
| Compensation Committee member | $5,000 member; $10,000 chair | $5,000 |
| Nominating & Governance Committee chair | $7,500 chair; $5,000 member | $7,500 |
| Meeting fees | None; no additional fees for meetings | $0 |
| Total Cash Fees (2024) | Sum of above components | $47,500 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Exercise/Strike Price | Fair Value at Grant | Vesting Schedule |
|---|---|---|---|---|---|
| Aug 12, 2024 | Stock options | 8,050 | $2.17 per share | $17,364 | Vests over one year |
| Jan 2, 2025 | Stock options (annual grant) | 10,000 | $2.48 per share (non‑employee directors group total 60,000 at $2.48) | Not disclosed | Vests over one year |
Notes:
- Director equity grants are discretionary; the Board approved adjusting grant cycle such that no grants in 2023 and resumed in 2024, then approved 10,000 options per non‑employee director issued Jan 2025 .
- The 2025 Stock Incentive Plan includes clawback/recoupment provisions and prohibits option/SAR repricing without stockholder approval .
Other Directorships & Interlocks
- No current public company directorships for McNally are disclosed in the proxy; biography lists prior operating roles and industry/academic positions, not other public boards .
Expertise & Qualifications
- Biomedical engineering Ph.D.; 35+ years of academic and corporate clinical research/management; Fellow AIMBE; advisory boards at Georgia Tech; former Chairman of Georgia Bio .
- Committee leadership experience (N&G Chair; Compensation Committee member) and Lead Independent Director role signal strong governance involvement .
Equity Ownership
| Metric | Dec 31, 2024 | Apr 7, 2025 | Sep 30, 2025 |
|---|---|---|---|
| Aggregate option awards and warrants outstanding (#) | 18,313 | — | — |
| Beneficial ownership (total shares) | — | 13,858 (less than 1% of class) | 10,263 (less than 1% of class) |
| Common shares held | — | 3,595 | 3,595 |
| Options/warrants (breakdown) | — | 10,263 (options/warrants) | 6,668 (options) |
Additional alignment/controls:
- Insider trading policy in place; clawback/recoupment via 2025 Plan .
- No pledging/hedging of company stock by McNally is disclosed; no related-person loans by the company, per board policy .
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Withheld/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Robert T. McNally | 1,654,889 | 350,059 | — | 4,368,295 |
| Approval of 2025 Stock Incentive Plan | 1,548,171 | 393,514 | 63,263 | 4,368,295 |
| Approval of March 2025 Warrant Exercise Proposal | 1,593,306 | 376,141 | 35,504 | 4,368,295 |
| Ratification of Wipfli LLP (Auditor) | 6,102,027 | 231,866 | 39,350 | 0 |
Related‑Party Transactions and Conflicts
- May 10, 2024 bridge financing: $150,000 unsecured notes at 15% issued to “members of our Board of Directors and senior management”; repaid Aug 22, 2024 with $156,375 aggregate payment (principal and interest). While repaid promptly post financing, intra‑company financing to directors/managers is a governance sensitivity and should be monitored for recurrence .
- Board policy states no loans/guarantees to directors/officers and that any material affiliate transactions require Audit Committee approval, at arm’s‑length terms .
Governance Assessment
- Strengths: Independent status; Lead Independent Director; Chair of Nominating & Governance; member of Compensation Committee; consistent meeting participation; committee activity documented (Audit 4; Comp 2; N&G 2 in 2024) .
- Alignment: Receives modest cash retainer plus annual options with one‑year vest; beneficial ownership includes common shares and options; 2025 Plan limits non‑employee director total awards plus fees to $250,000 per 12 months and embeds clawback provisions .
- Shareholder support: McNally received 1.65M “For” votes vs 0.35M “Withheld” at 2025 annual meeting, suggesting adequate but not unanimous support; monitor any trend in withheld votes year‑over‑year .
- Red flags to monitor: Related‑party bridge notes to board/senior management (repaid); continued heavy use of warrant financing and exercise proposals may dilute and signal capital constraints; however, board sought stockholder approval per Nasdaq rules .