Jeremy Graff
About Jeremy Graff
Jeremy Graff, age 55, has served as an independent director of IN8bio since May 1, 2023. He is President & Chief Development Officer at Allarity Therapeutics (since October 2024), and previously served as Chief Scientific Officer at IMV Inc. (June 2021–January 2024), Chief Development Officer/SVP Research at HiberCell (June 2020–March 2021), and President/CSO at Biothera Pharmaceuticals (President: November 2018–June 2020; CSO: November 2014–November 2018). He holds a B.A. and A.A. in Biology and Chemistry (Thomas More College/University), a Ph.D. from the University of Kentucky’s Markey Cancer Center, and completed a postdoctoral fellowship at Johns Hopkins University School of Medicine, Oncology Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allarity Therapeutics, Inc. | President & Chief Development Officer | Oct 2024–present | Executive leadership in precision oncology development |
| Allarity Therapeutics, Inc. | Executive Advisor | Aug 2023–Sep 2024 | Supported development strategy |
| IMV Inc. | Chief Scientific Officer | Jun 2021–Jan 2024 | Led cancer vaccine technologies |
| HiberCell | Chief Development Officer; SVP Research | Jun 2020–Mar 2021 | Oncology relapse/metastasis therapeutics |
| Biothera Pharmaceuticals | President | Nov 2018–Jun 2020 | Led sale of Biothera Pharmaceuticals to HiberCell (June 2020) |
| Biothera Pharmaceuticals | Chief Scientific Officer | Nov 2014–Nov 2018 | CSO leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Allarity Therapeutics, Inc. | President & Chief Development Officer | No disclosure of board seat | Executive role at public precision medicine company |
| Other public company boards | — | None disclosed | No other public company directorships disclosed for Graff |
Board Governance
- Classified board; Graff is a Class I nominee (elected May 8, 2025 to serve until 2028) .
- Committee assignments:
- Nominating & Corporate Governance Committee member, becoming Chair effective May 9, 2025 (upon Travis Whitfill’s resignation) .
- Science and Technology Committee Chair; members: Corinne Epperly, Jeremy Graff, Travis Whitfill (Whitfill resigned effective May 9, 2025) .
- Independence: Board determined Graff and committee members are independent under Nasdaq standards .
- Attendance: Each board member attended 75%+ of committee meetings in 2024; non-management directors held seven executive sessions; seven directors attended the 2024 Annual Meeting .
- Shareholder support: 2025 election results—Votes For Jeremy Graff: 30,513,135; Withheld: 3,472,743; Broker non-votes: 12,912,395 .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $62,843 | Director service and committee retainers |
| Retainer Schedule (effective Sept 1, 2024) | Board member retainer: $35,600; Chair additional: $57,850; Audit: member $8,900 / chair $13,350; Science & Tech: member $6,675 / chair $13,350; Compensation: member $4,450 / chair $8,900; Nominating & Governance: member $3,560 / chair $7,120 | Reflects 11% cut in cash compensation due to workforce reduction |
| Prior Retainers (pre–Sept 1, 2024) | Board $40,000; Audit member $10,000 (raised from $7,500 on Feb 5, 2024); Science & Tech $7,500; Compensation $5,000; Nominating & Governance $4,000; Chair adders higher (e.g., Board Chair $65,000) | Historical schedule |
Performance Compensation
| Award Type | Grant Size | Vesting | Exercise/Trigger Terms |
|---|---|---|---|
| Initial Director Option Grant | 67,300 options | Monthly over 3 years, service-contingent | Exercise price = FMV at grant; full vesting upon change in control under 2023 Plan |
| Annual Director Option Grant | 33,650 options (each annual meeting) | Monthly over 12 months; fully vested at next annual meeting if continued service | Exercise price = FMV at grant; change-in-control full vesting |
| Cash-to-RSU Election (Retainer Grant) | Shares equal to cash retainer ÷ closing price | Fully vested on grant date | Optional election by director |
| 2024 Option Awards (ASC 718 fair value) | $44,863 | Accounting grant-date fair value | Not equal to realized value |
Director Compensation (2024 Actual)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Jeremy Graff | $62,843 | $44,863 | $107,705 |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Allarity Therapeutics, Inc. | Executive role (President & CDO) | No disclosed related-party transactions with IN8bio; monitor for any future business dealings that could create conflicts |
Expertise & Qualifications
- Oncology R&D leadership across vaccine, relapse/metastasis, and immuno-oncology platforms; executive development experience .
- Education: B.A. and A.A. (Biology, Chemistry; Thomas More College/University), Ph.D. (University of Kentucky, Markey Cancer Center), postdoc (Johns Hopkins Oncology Center) .
- Board qualifications: Extensive industry experience cited by Nominating & Corporate Governance Committee as rationale for nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components/Notes |
|---|---|---|---|
| Jeremy Graff | 146,047 | <1% (asterisk) | Includes 4,549 shares, 4,098 immediately exercisable warrant shares, and 137,400 options exercisable or becoming exercisable within 60 days of Feb 16, 2025 |
| Options Outstanding (as of 12/31/2024) | 193,347 options | — | Aggregate director options outstanding—Graff |
| Shares Outstanding (Feb 16, 2025) | 81,258,763 | — | Company denominator for ownership calculation |
- Anti-hedging/pledging: Directors may not hedge, purchase on margin, borrow against stock, or pledge as collateral under Insider Trading Policy .
Insider Trades and Participation
| Transaction | Date/Offering | Participation | Amount |
|---|---|---|---|
| Private Placement participation | 2023 Offering | Jeremy Graff purchased 2,049 shares and 2,049 Series A and Series B warrant rights; Aggregate purchase price $2,499.78 | $2,499.78 |
| Private Placement participation | 2024 Offering | No Graff participation disclosed; directors/officers who participated listed; Graff not among them | — |
Governance Assessment
-
Strengths:
- Independence affirmed; ascending to Chair of Nominating & Corporate Governance and Chair of Science & Technology enhances board oversight of director selection and R&D strategy .
- Attendance threshold met; active executive sessions signal robust independent oversight .
- Shareholder support strong in 2025 election for Class I directors; Graff received 30.5M “For” votes versus 3.47M “Withheld” .
- Director pay structure emphasizes service retainers plus option grants with multi-year/monthly vesting; optional RSU election aligns incentives; change-in-control acceleration is disclosed and standardized under the plan .
- Cash retainer reduction (11%) in 2024 indicates cost discipline alignment with workforce actions .
- Anti-hedging/pledging policy reduces misalignment risk .
-
Watch items:
- External executive role at Allarity Therapeutics while serving as IN8bio director—no related-party transactions disclosed, but ongoing monitoring for business dealings or competitive overlaps is warranted .
- Change-in-control full acceleration on director options is common but can be viewed as shareholder-unfriendly if coupled with rich chair retainers; ensure overall director pay remains modest relative to micro-cap biotech peers .
-
Red flags:
- None disclosed related to attendance shortfalls, related-party transactions involving Graff, pledging/hedging, or legal proceedings in available proxy materials .
