John Climaco
About John M. Climaco
John M. Climaco (age 55) has served on Moleculin Biotech, Inc.’s Board since July 2017 and is the Board’s Lead Independent Director under Nasdaq independence standards . He is the Chief Executive Officer of CNS Pharmaceuticals, Inc. (since September 2017) and holds a JD from UC Hastings and a BPhil from Middlebury College, bringing a legal and healthcare leadership background to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axial Biotech, Inc. | President & CEO | 2002–2012 | Led DNA diagnostics company |
| Perma-Fix Medical S.A. | Executive Vice President | 2014–2017 | Leadership role in healthcare; international exposure |
External Roles
| Organization | Role | Tenure | Public Company | Notes |
|---|---|---|---|---|
| CNS Pharmaceuticals, Inc. | Chief Executive Officer | Sep 2017–present | Yes | Current CEO; biopharma |
| Digirad, Inc. | Director (prior) | Not disclosed | Yes | Prior board service |
| PDI, Inc. | Director (prior) | Not disclosed | Yes | Prior board service |
| InfuSystem Holdings, Inc. | Director (prior) | Not disclosed | Yes | Prior board service |
| Birner Dental Management Services, Inc. | Director (prior) | Not disclosed | Yes | Prior board service |
Board Governance
- Independence: The Board determined all directors except the CEO (Walter Klemp) are independent under Nasdaq rules; Climaco is independent .
- Lead Independent Director: Climaco leads executive sessions, acts as liaison to the Chair, and approves Board information and agendas, enhancing oversight and checks-and-balances .
- Attendance: Each incumbent director attended more than 75% of Board and committee meetings in 2023; the Board met 8 times, with Audit (9), Compensation (6), and Nominating & Governance (2) committee meetings held .
- Committee memberships: Climaco serves on the Audit, Compensation, and Nominating & Corporate Governance Committees (all independent committees); committee chairs are Robert George (Audit, N&G) and Michael Cannon (Compensation) .
| Governance Item | Detail | Citation |
|---|---|---|
| Independence | Independent director | |
| Lead Independent Director responsibilities | Executive sessions, liaison, agenda/info approval | |
| 2023 Meeting counts | Board 8; Audit 9; Comp 6; N&G 2 | |
| Committee membership | Audit, Compensation, Nominating & Governance (member) |
Fixed Compensation
- The director compensation policy (2023) provides: $40,000 annual cash retainer; committee chair fees (Audit $15,000; Compensation $10,000; N&G $7,500); committee member fees (Audit $7,500; Compensation $5,000; N&G $3,750); Lead Independent Director fee $15,000; cash paid quarterly .
- 2023 actual for Climaco: Fees earned $73,897; option award fair value $7,148; total $81,045 .
| Component (Policy) | Amount (USD) | Citation |
|---|---|---|
| Annual cash retainer | $40,000 | |
| Lead Independent Director fee | $15,000 | |
| Audit Committee chair | $15,000 | |
| Compensation Committee chair | $10,000 | |
| Nominating & Governance chair | $7,500 | |
| Audit Committee member | $7,500 | |
| Compensation Committee member | $5,000 | |
| Nominating & Governance member | $3,750 |
| Climaco – 2023 Actual | Amount (USD) | Citation |
|---|---|---|
| Fees earned | $73,897 | |
| Option awards (grant-date fair value) | $7,148 | |
| Total | $81,045 |
Performance Compensation
- Equity policy: Upon initial appointment, a 10-year option for 2,000 shares with 3-year annual vesting; annually upon re-election, a 10-year option for 1,000 shares with 1-year vesting; exercise price equals closing price on grant date .
- Aggregate options held by Climaco at 12/31/2023: 5,169 options outstanding (aggregate across grants) .
| Metric | Policy Detail | Citation |
|---|---|---|
| Initial director option | 2,000 shares; 10-year term; 3-year annual vesting; at-market strike (closing price) | |
| Annual re-election option | 1,000 shares; 10-year term; 1-year vesting; at-market strike (closing price) | |
| Options outstanding (12/31/2023) | 5,169 shares |
Other Directorships & Interlocks
- Interlock note: Climaco is CEO of CNS Pharmaceuticals; Moleculin’s Chief Scientific Officer, Dr. Donald Picker, concurrently serves as Chief Science Officer of CNS Pharmaceuticals on a part-time basis, indicating an information-flow linkage between entities .
Expertise & Qualifications
- Legal and executive background across healthcare companies; prior CEO roles and multiple public-company directorships .
- Lead Independent Director experience and multi-committee service; Board uses Pay Governance LLC as independent compensation consultant for executive and director programs, signaling structured governance processes .
Equity Ownership
- Holdings are de minimis and comprised solely of options exercisable within 60 days on each date disclosed; no direct common shares reported .
| Date | Shares Beneficially Owned | Composition | % of Class | Citation |
|---|---|---|---|---|
| Aug 26, 2024 | 4,651 | Options exercisable within 60 days | <1% | |
| Feb 28, 2025 | 14,651 | Options exercisable within 60 days | <1% | |
| Aug 28, 2025 | 15,169 | Options exercisable within 60 days | <1% |
Governance Assessment
- Positives: Independent status; Lead Independent Director responsibilities; multi-committee membership; >75% attendance in 2023; adoption of Dodd‑Frank recoupment (clawback) policy effective Oct 2, 2023; director anti‑hedging policy—no hedging without prior approval .
- Alignment signals: Compensation mix combines cash retainers and modest annual option grants; independent consultant (Pay Governance) supports structured, market‑benchmarked board pay .
- Potential risk indicators: Very low beneficial ownership and holdings solely in short-term exercisable options suggest limited “skin-in-the-game” relative to outstanding shares; Board-level capital actions include warrant repricing/inducement transactions and repeated shareholder approvals, which can heighten dilution risk and investor sensitivity even though no related-party transactions are disclosed for Climaco personally .
RED FLAGS
- Minimal equity ownership relative to shares outstanding (all options; <1% at each disclosure date) may weaken ownership alignment .
- Cross-affiliation with CNS Pharmaceuticals (CEO) alongside Moleculin’s CSO also serving at CNS could create perceived interlocks; no related-party transactions disclosed, but information-flow and potential conflicts warrant monitoring .
Policy & Process Notes
- No formal policy requiring director attendance at annual meetings; only local directors attended 2023 annual meeting, but overall attendance thresholds at Board/committee levels were met .
- 2024 proposal eliminated supermajority voting to amend the charter—generally viewed as governance-friendly majority standard .