Jonathan Foster
About Jonathan Foster
Jonathan P. Foster, age 61, is Moleculin Biotech’s Chief Financial Officer and Executive Vice President, serving since August 2016. He is a CPA (South Carolina) and holds the CGMA credential; he earned a BS in Accounting from Clemson University in 1985 . Prior to Moleculin, he held senior finance roles at InfuSystem (CFO/EVP, 2012–2016) and served as consultant to the CFO at LSG Sky Chefs (2011–2012), following earlier C‑suite and Deloitte experience . Shareholder pay-versus-performance disclosure ties executive compensation “actually paid” to Total Shareholder Return (TSR), with TSR value of $100 (as of 12/31/2021) falling to $17.95 in 2023 and $2.37 in 2024; CAP declined in 2024 consistent with TSR weakness, reflecting the stock’s decline rather than net losses (which are driven by R&D investment) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InfuSystem Holdings, Inc. | Chief Financial Officer & EVP | Feb 2012 – Aug 2016 | Led finance for national infusion services provider |
| LSG Sky Chefs, USA (Deutsche Lufthansa AG) | Consultant to CFO | May 2011 – Jan 2012 | Supported finance function for global airline catering subsidiary |
| Deloitte & Touche, LLP | Manager | Early career | Foundational audit/finance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soliton, Inc. | Director; Chair Audit & Compensation; past Chair Nominating/Gov. | Jun 2018 – Dec 2021 | Company acquired by AbbVie in Dec 2021 |
| Volcon, Inc. (Nasdaq: VLCN) | Director; past Chair Audit; Chair Compensation; Member Nominating/Gov. | Since Jun 2021 | Governance and compensation leadership at EV powersports company |
| Autonomix Medical, Inc. (Nasdaq: AMIX) | Director; Chair Audit & Compensation | Since Jan 2022 | Committee leadership at medical device company |
| State of South Carolina | Board of Financial Institutions | 2006 – 2012 | Regulatory oversight experience |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 405,000 | No change vs 2023; C‑suite base pay flat for 3+ years |
| 2023 | 405,000 | Compensation year runs Jun 1–May 31 |
Performance Compensation
| Compensation Year | Target Bonus % of Salary | Stretch Cap | Attainment | Actual Bonus ($) | Payment Timing/Terms |
|---|---|---|---|---|---|
| 2023/2024 | 49% | 120% of target | Full achievement of goals | 200,000 | Accrued with 8% interest; 50% paid Apr 2025, remainder unpaid at filing |
| 2022/2023 | 49% | 120% of target | 78% of potential bonus | 156,000 | Paid per standard bonus process |
Performance metrics underpinning annual bonuses included: progress of clinical trials; improvement of internal controls; maintaining sufficient funding (plus individual goals as applicable) .
Long-Term Incentives – Outstanding Equity (as of 12/31/2024)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 11/4/2024 | — | 65,000 | 2.45 | 11/4/2034 | 82,500 | 140,250 (at $1.70) |
| Stock Options | 6/22/2023 | 2,500 | 7,500 | 9.00 | 6/22/2033 | 12,984 | 22,073 (at $1.70) |
| Stock Options | 6/20/2022 | 5,167 | 5,167 | 22.35 | 6/20/2032 | 5,422 | 9,217 (at $1.70) |
| Stock Options | 6/16/2021 | 5,439 | 1,813 | 55.95 | 6/16/2031 | 833 | 1,416 (at $1.70) |
| Stock Options | 7/2/2020 | 5,112 | — | 83.40 | 7/2/2030 | — | — |
| Stock Options | 7/11/2019 | 3,500 | — | 117.90 | 7/11/2029 | — | — |
| Stock Options | 6/6/2018 | 3,345 | — | 163.80 | 6/6/2028 | — | — |
| Stock Options | 10/3/2017 | 1,612 | — | 224.10 | 10/3/2027 | — | — |
| Stock Options | 8/19/2016 | 4,445 | — | 526.50 | 8/19/2026 | — | — |
- Options and RSUs generally vest in equal annual installments over four years (one quarter per year), subject to continued service .
- December 29, 2023 PSUs: 19,180 units that vest only upon stockholder approval of the Plan Amendment and upon the first occurrence of: a licensing transaction >$150M (Board-determined), filing of a new drug application, or a Change in Control; no expense recognized as performance not yet deemed probable .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| Aug 28, 2025 | 325,604 | <1% (of 36,739,360 SO) | Includes 38,017 options exercisable within 60 days |
| Jun 20, 2025 | 52,060 | <1% (of 14,127,494 SO) | Includes 38,017 options exercisable within 60 days |
- At 12/31/2024, RSU market values use $1.70 closing price . Multiple legacy option grants have strikes far above $1.70, indicating they were out-of-the-money at year-end 2024 .
Employment Terms
| Item | Detail |
|---|---|
| Role and Start Date | CFO & EVP since Aug 2016 |
| Employment Agreement | Amended & restated Jan 4, 2024; initial 1‑year term with automatic 1‑year renewals unless non-renewed |
| Base Salary (Agreement) | Initial annual salary $405,000, reviewed annually; annual bonus at Compensation Committee discretion based on criteria |
| Severance | If terminated without cause (90 days’ notice) or for good reason, severance equal to 12 months of base salary |
| Non‑compete | 12 months post‑termination |
| Equity Plan Change‑in‑Control | Committee may accelerate vesting, deem performance goals satisfied at target, or cash-out options; no repricing without stockholder approval; plan term through Oct 24, 2034 |
Compensation Structure Analysis
- Year-over-year base pay unchanged; “no increases in the C Suite for the last 3 or more years,” with reliance on equity to retain senior talent; bonuses determined by detailed annual goals and peer benchmarking by Pay Governance .
- 2023/2024 bonuses accrued with 8% interest and partially deferred (50% paid in April 2025), signaling cash conservation; the Compensation Committee exercised discretion while affirming full goal achievement for that year .
- Pay-versus-performance: Compensation Actually Paid declined in 2024 aligned with TSR deterioration (value of $100 fell to $2.37 by 2024), indicating equity-driven pay is sensitive to share performance .
Say‑on‑Pay & Shareholder Feedback
- Annual say‑on‑pay advisory vote is proposed each year; next advisory vote on frequency expected in 2028 per prior decisions . Special meeting (Oct 16, 2025) voting results disclosed separately (not say‑on‑pay) and filed under Item 5.07 .
Investment Implications
- Alignment and retention: Foster’s ownership is <1% of shares outstanding, but he holds time-vesting RSUs and multiple option grants, with standard four‑year vesting cadence creating predictable vest events; PSUs tie upside to licensing/NDA/CIC milestones, improving pay-for-performance alignment in strategic outcomes .
- Liquidity and selling pressure: Annual RSU vesting may create periodic liquidity events; many legacy options carried strikes far above the $1.70 12/31/2024 price and were out-of-the-money, limiting near‑term exercise/selling pressure from options absent price recovery .
- Retention risk: Severance is limited to 12 months of base salary and a 12‑month non‑compete; deferral of cash bonuses with interest and reliance on equity suggest retention hinges on pipeline progress and access to capital .
- Change‑of‑control economics: Plan allows discretionary acceleration and target-level satisfaction of performance goals on CIC, creating potential value crystallization for PSUs and unvested equity in strategic transactions .