Paul H. Johnson
About Paul H. Johnson
Paul H. Johnson (age 67) joined Lifecore’s Board in August 2024 and serves as an independent director with over 30 years of CDMO operating and board experience. He is Chair of the Compensation Committee and sits on a special committee addressing litigation and related-party matters. Johnson holds a BA in Spanish and Speech Communication from the University of Texas El Paso and an MBA from Southern Methodist University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DPT Laboratories (CDMO) | President | 2002–2015 | Led sterile/non-sterile topical CDMO operations |
| DPT Laboratories; Renaissance Acquisition Holdings | President & CEO | 2015–2016 | CEO across CDMO and branded specialty generics |
| Ampersand Capital Partners (PE, healthcare focus) | Operating Partner | 2018–Mar 2025 | Strategic healthcare portfolio support |
| MedPharm Ltd. (private CDMO) | Executive Chairman; Compensation Committee Member | Nov 2018–Jan 2024 | Governance and comp oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lil’ Drug Store Products | Director; Compensation Committee (Nov 2018–Dec 2024); Risk Committee (from Jan 2025) | Jun 2005–present | Comp and risk oversight |
| Tjoapack (private CDMO) | Director; Executive Chairman; Advisor to Compensation Committee | Since Dec 2022 | Chair and comp advisor; CDMO sector exposure |
| Phosphorex (private CDMO) | Director | Since Jan 2023 | Board governance in CDMO packaging/delivery |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Johnson is independent under SEC and Nasdaq rules (majority of Board independent; CEO not independent) . |
| Committees | Compensation Committee Chair; members include H. Antunes, C. Kiper, N. Obus . |
| Special Committee | Member of special committee on litigation and related-party matters (with Houde, Antunes, Schechter) . |
| Board Meetings & Attendance | Board met 17 times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all current directors attended the Nov 2024 annual meeting . |
| Committee Meeting Counts | Audit: 11; Compensation: 5; Nominating & Corporate Governance: 4 (FY2025) . |
| Election Signal | Oct 29, 2025 election results: For 24,772,580; Against 122,686; Withheld 65,612; broker non-votes 10,786,809 . |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Prorated for partial year service . |
| Chair of the Board retainer | $95,000 | Additional cash; not applicable to Johnson . |
| Committee member retainers | Audit $10,000; Compensation $10,000; Nominating/Gov $5,000 | Prorated . |
| Committee chair retainers (instead of member fee) | Audit $20,000; Compensation $20,000; Nominating/Gov $10,000 | Johnson receives $20,000 for Compensation Chair . |
| Special Committee fees | $1,000 per meeting ($1,500 for chair) to Aug 15, 2024; then $6,250 per quarter from Nov 1, 2024 | For litigation/related-party matters committee . |
| Meeting fees | None (Board/standing committees) | Out-of-pocket reimbursement only . |
| Paul H. Johnson – FY2025 Director Compensation | Cash Fees ($) | Stock Awards ($) | Other | Total ($) |
|---|---|---|---|---|
| Reported FY2025 | 68,615 | 137,502 | — | 206,117 |
Performance Compensation
| Equity Award | Grant Date | Shares | Aggregate Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (pro-rata, new director) | Aug 19, 2024 | 24,554 | $137,500 | Vests/settles on earlier of Jul 8, 2025 or the first 2025 annual meeting date ≥50 weeks from Jul 8, 2024 . |
| Annual RSU program (context) | Jul 8, 2024 | 30,000 (for then-serving directors) | $150,000 | Time-based vesting per program; Johnson’s pro-rata grant aligned to same vest date . |
- No director PSUs or option grants disclosed for Johnson; as of May 25, 2025, Board members held no outstanding options .
- Director equity is time-based; no performance metrics tied to director compensation were disclosed .
Other Directorships & Interlocks
| Company | Public/Private | Sector | Potential Interlock Consideration |
|---|---|---|---|
| Tjoapack | Private | CDMO | Executive chair at another CDMO; monitor for potential competitive conflicts; Audit Committee oversees related-party policy . |
| Phosphorex | Private | CDMO | Board role in CDMO; assess transactional overlap with Lifecore . |
| MedPharm Ltd. | Private | CDMO | Former exec chair and comp committee member; historical ties . |
| Lil’ Drug Store Products | Private | Consumer healthcare | Long-tenured director; comp and risk committee experience . |
Note: The Board formed a special committee to consider certain litigation and related-party matters; Johnson is a member, providing an avenue to manage conflicts .
Expertise & Qualifications
- 30+ years of CDMO leadership, including President/CEO roles; deep operational and governance experience applicable to Lifecore’s CDMO strategy .
- Private equity operating partner background (Ampersand Capital) with healthcare specialization, relevant to capital allocation and incentive design .
- Board and compensation committee experience across multiple healthcare/CDMO companies; MBA credentials .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Common | Notes |
|---|---|---|---|
| Paul H. Johnson (Record Date context) | 24,554 | <1% | Listed in beneficial ownership table . |
| As of May 25, 2025 (award status) | 24,554 unvested RSUs | N/A | Outstanding and unvested RSUs as of fiscal year-end . |
| Vesting outcome | RSUs vested Jul 8, 2025 (per program timing) | N/A | Program vest/settle aligned to earlier of Jul 8, 2025 or 2025 annual meeting . |
Stock ownership guidelines:
- Non-employee directors must maintain ownership equal to ≥3x annual cash retainer; new directors have five years to comply; until met, must retain 50% of net shares from future vestings/exercises .
Hedging/pledging:
- Company prohibits hedging and pledging as part of compensation risk mitigation (executive-focused policy; broader governance context) .
Governance Assessment
- Committee leadership and independence: Johnson chairs the Compensation Committee, which is fully independent; the committee administered executive new-hire packages and emphasizes incentive/performance-based pay, aligning with investor preferences .
- Engagement and attendance: Board met 17 times in FY2025; each director attended ≥75% of Board/committee meetings; Johnson is also on a special committee addressing sensitive governance issues, indicating active engagement .
- Shareholder support signals: Say-on-pay received strong support—For: 23,645,284 (Nov 7, 2024) and For: 24,642,130 (Oct 29, 2025)—a positive indicator for compensation practices under Johnson’s committee leadership; Johnson’s own election received 24,772,580 votes For in 2025 .
- Alignment and pay mix: Johnson’s FY2025 compensation was ~67% equity ($137.5k RSUs) and ~33% cash ($68.6k), consistent with fixed-value equity grants and ownership retention requirements that reinforce alignment .
- Potential conflicts and oversight: External CDMO roles (e.g., Tjoapack executive chair) present potential competitive/interlock considerations; however, the Audit Committee administers the Related Party Transaction Policy and a special committee addresses related-party/litigation matters, providing structural checks. Continued monitoring for transactions or strategic overlaps is warranted .
Say-on-Pay & Shareholder Feedback
| Meeting Date | Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Nov 7, 2024 | Advisory approval of NEO compensation | 23,645,284 | 163,003 | 41,099 | 7,498,295 |
| Oct 29, 2025 | Advisory approval of NEO compensation | 24,642,130 | 238,354 | 80,394 | 10,786,809 |
| 2025 Director Election (Oct 29, 2025) | Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Paul H. Johnson | 24,772,580 | 122,686 | 65,612 | 10,786,809 |
RED FLAGS and Monitoring
- External CDMO leadership roles (e.g., Tjoapack executive chair) could pose potential competitive or related-party risks; monitor disclosures for transactions or strategic overlaps and ensure recusal where appropriate .
- Activist dynamics: Series A Preferred Directors (elected solely by preferred holders) and nominations via Cooperation Agreements indicate an activist-influenced governance environment; Compensation Committee composition includes a Series A Preferred Director (Kiper), warranting vigilance on compensation independence and shareholder alignment .
Notes on Undisclosed Items
- No director-specific performance metrics (e.g., TSR, EBITDA) or PSUs/options for Johnson disclosed; director equity was time-based RSUs in FY2025 .
- No director hedging/pledging activity, share pledges, loans, or related-party transactions involving Johnson disclosed in the cited materials; Audit Committee oversees related-party policy .
- No director meeting fees (outside special committee) .