John Scott
About John Scott
Dr. John Scott, 74, serves as Innventure’s Chief Strategy Officer; he has held the CSO role at Innventure LLC since 2015 and previously founded and led XL TechGroup, developing the DownSelect methodology Innventure uses to vet technologies . He holds a Ph.D. in Physics and Astrophysics from the University of Arizona and has published over 60 academic papers, with prior academic appointments and work at NASA Goddard . His 2024 incentive design tied pay to strategic milestones and business KPIs (e.g., new operating company formation, business combination proceeds, Accelsius and AeroFlexx revenue thresholds), with an 85% bonus achievement determined in 2025 contingent on continued service . Company-wide TSR, revenue growth or EBITDA growth metrics for executive pay are not disclosed in proxies reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XL TechGroup (XLTG) | Founder & CEO | 1993–2013 | Created DownSelect method to commercialize MNC-sourced technologies |
| Universities/NASA Goddard | Academic Scientist | Not disclosed | Research and publication history (>60 papers) |
External Roles
No current public company directorships or external committee roles for Dr. Scott are disclosed in the proxies reviewed .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base salary/service fees ($) | $300,000 | $300,000 | 2024 paid via Corporate Development Group (consulting) |
| Base/service fee change (effective Jan 2025) | $37,500 per month ($450,000 annualized) | — | Increase approved January 2025 |
| Perquisites (aircraft reimbursements) | $122 (2024) | $216 (2023) | Time-sharing agreements with partial aircraft interest |
Performance Compensation
| Metric | Weight | Target | Actual | Payout Determination | Vesting/Timing |
|---|---|---|---|---|---|
| Formation of a new 4th operating company | 25% | Company forms new OpCo | Yes | Counted toward 85% achievement; $255,000 notionally earned of $300,000 target, contingent on continued service and future payment disclosure | Cash bonus payout timing not disclosed; determination made in 2025 |
| Complete Business Combination with >$20m net proceeds | 50% | Net proceeds >$20m | Yes | Included in 85% achievement | — |
| Milestone: 4th OpCo formation (duplicate milestone) | 10% | Formation milestone | Yes | Included in 85% achievement | — |
| Accelsius booked revenue | 10% | $10m booked revenue | No | Reduces payout; overall 85% achievement | — |
| AeroFlexx GAAP revenue | 5% | $15m GAAP revenue | No | Reduces payout; overall 85% achievement | — |
| Stretch goal: formation of a 5th operating company | +50% potential | New 5th OpCo | Not achieved | No incremental payout | — |
Equity Awards and Vesting
| Award Type | Grant Details | Quantity | Economics | Vesting/Exercise Terms |
|---|---|---|---|---|
| RSUs (Company) | December 2024 | 336,066 | Grant date fair value included in 2024 stock awards $4,100,005 | Vests Oct 2, 2025, or earlier upon lock-up termination; accelerated vesting upon death, disability or change-in-control per RSU agreement |
| Stock Options (Company) | December 2024 | 163,934 | Exercise price $12.20; 2024 option award fair value $6,935,489 | Vests Oct 2, 2025, or earlier upon lock-up termination |
| Accelsius SARs (Settled in common shares) | December 2024; amended June 25, 2025 | 150,000 SARs | Base price $12.175; share-settled with a maximum of 1,875,000 shares per officer; automatic exercise at 24 months, death or disability | |
| Refinity Holdings PI Units (profits interests) | December 11, 2024 | 109,000 PI Units | Participates in distributions above a threshold; grant FV $0 | Vests over 3 years: 25% at 1-year anniversary, 9.375% quarterly thereafter, subject to continued service |
Equity Ownership & Alignment
| As of Oct 6, 2025 | Common Shares Owned | Options/RSUs Exercisable within 60 days | Total Beneficial Ownership | % of Common Outstanding |
|---|---|---|---|---|
| John Scott | 2,417,719 | 163,934 (options vested Oct 2, 2025) | 2,581,653 | 4.46% (based on 57,920,864 shares outstanding) |
- Hedging/pledging policy: Company prohibits hedging and discourages pledging or margining of company stock; standing/limit orders are discouraged, per the Insider Trading Policy and governance disclosures . No pledging by Dr. Scott is disclosed in reviewed filings .
- 10b5-1 plans: In Q2 2025, aside from one director, no directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule plans; this implies Dr. Scott did not adopt or modify a plan in that quarter .
Employment Terms
- Role and arrangement: Dr. Scott provides CSO services via Corporate Development Group LLC; 2024 service fees were $25,000 per month ($300,000 annualized), increased to $37,500 per month effective January 2025 .
- Lock-ups: Certain insiders entered lock-up agreements at the business combination; restrictions lapse at the earlier of one year post-closing (Oct 2, 2025) or achievement of a $12 price threshold for 20 of 30 days after 150 days; RSUs/options for Dr. Scott were structured to vest at lock-up expiration or earlier upon its termination .
- Clawback: A “no-fault” clawback policy (Nasdaq Rule 5608) was adopted in Oct 2024; upon certain accounting restatements, incentive-based compensation excess must be recovered from Section 16 officers for the prior three fiscal years .
- Change-of-Control terms: RSUs vest in full upon a change-in-control, death, or disability under the RSU agreement; options/SARs follow their award-specific terms (SARs auto-exercise on specified events) .
- Related party transactions:
- Bridge note: Innventure borrowed $2,000 from Dr. Scott on Aug 22, 2024; amended Oct 1, 2024 to $1,000 principal with 13.5% interest; on Mar 20, 2025, repaid via $195 cash and issuance of 226,334 Series C Preferred shares on Mar 24, 2025 .
- Aircraft time-sharing: Innventure reimbursed Dr. Scott $122 in 2024 under an aircraft time-sharing agreement; initial term one year, auto-renewing monthly .
Multi-Year Compensation (NEO disclosure)
| Year | Salary/Service Fees ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 300,000 | — | 4,100,005 | 6,935,489 | — | 11,335,494 |
| 2023 | 300,000 | 180,000 | — | — | — | 480,000 |
Investment Implications
- Alignment and ownership: Scott’s 4.46% beneficial stake and significant vested awards (RSUs, options, SARs) align interests but introduce potential supply overhang around Oct 2, 2025 lock-up expiration and award settlement dates; no 10b5-1 plan was adopted in Q2 2025, which could increase discretionary selling risk absent later plan adoption .
- Incentive structure: 2024 bonus metrics emphasize milestone execution (new OpCo formation, capital raising via business combination), with operational revenue targets for Accelsius and AeroFlexx partially missed; compensation tilt toward equity (RSUs/options/SARs/PI Units) increases sensitivity to share price and subsidiary value creation .
- Governance and red flags: Related party bridge financing (equity-for-debt exchanges) and aircraft reimbursements are disclosed and governed by audit committee oversight; insider hedging is prohibited and pledging discouraged, reducing misalignment risks, and a clawback policy mitigates restatement risk exposure on incentives .
- Retention dynamics: The consulting arrangement and increased 2025 service fee suggest retention investment; RSU change-of-control acceleration provides protection but could accelerate payouts in a transaction, affecting post-deal retention incentives without additional arrangements disclosed .