Michael Cannon
About Michael D. Cannon
Independent director since Moleculin’s IPO; age 80; chemistry degree from Fordham College. Cannon’s core credentials include senior biotechnology leadership as Chief Science Officer, EVP and Director at SICOR (1997–2004), with responsibility for biogenerics strategy, international partnerships, and design/licensure of protein manufacturing facilities, plus advisory and board roles across healthcare ventures and private biotech companies. He previously served on the board of Athenex, Inc. (Nasdaq-listed, prior), and currently serves on the boards of three privately held biotech companies. The Board has determined Cannon is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SICOR, Inc. | Chief Science Officer, EVP, Director | 1997–2004 | Oversaw acquisition/development of biological business; international partnerships; design/construction/licensure of protein manufacturing facilities |
| Trevi Health Ventures LP | Scientific Advisory Board Member | Jul 2005–Dec 2009 | Healthcare-focused investment fund advisory role |
| Private Partnership (healthcare IP) | Partner | May 2005–Dec 2011 | Evaluated and performed preliminary development of healthcare intellectual property |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Athenex, Inc. (public, prior) | Director | Prior (dates not specified) | Not disclosed |
| Several privately held biotech companies | Director | Since 2005; currently on three boards | Not disclosed |
Board Governance
- Independence: Board determined all directors except CEO/Chair Walter Klemp are independent under Nasdaq rules; Cannon is independent. Each of the Audit, Compensation, and Nominating & Corporate Governance Committees is fully independent.
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Compensation Committee Chair.
- Lead Independent Director: John Climaco; leads executive sessions, serves as liaison, and approves board agendas and materials.
- Attendance/engagement: Board held 14 meetings in 2024; committees held 9 meetings (Audit 4; Compensation 5; Nominating 0). Each incumbent director attended >75% of Board and committee meetings of which they were members.
- Auditor oversight: Audit Committee (including Cannon) recommended inclusion of audited financials and reviewed PCAOB/SEC-required communications and auditor independence.
- Governance infrastructure: Committee charters adopted; related-party transactions require Audit Committee advance review/approval.
Fixed Compensation
| Year | Cash Retainer and Committee Fees ($) | Notes |
|---|---|---|
| 2024 | 61,500 | Reported cash for Cannon as non-employee director; consistent with policy: $40,000 base retainer; +$10,000 Comp Chair; +$7,500 Audit member; +$4,000 Nominating member |
Policy schedule for non-employee directors (approved by Board on Pay Governance’s recommendation):
- Annual cash: $40,000; Comp Chair $10,000; Audit Chair $15,000 and members $7,500; Nominating Chair $8,000 and members $4,000; Lead Independent Director $20,000.
- Cash paid quarterly within 15 days after quarter-end.
Performance Compensation
| Component | Grant detail | Term | Vesting | Strike Basis | 2024 Value ($) |
|---|---|---|---|---|---|
| Annual director option | 10,000 shares under 2024 Stock Plan (re-elected directors) | 10 years | 1-year annual vest | Closing price on grant date | 17,800 grant-date fair value reported for Cannon (ASC 718) |
| Initial director option (on first appointment/election) | 20,000 shares under 2024 Stock Plan | 10 years | 3-year annual vest | Closing price on grant date | Not disclosed for Cannon in 2024 |
Additional equity plan terms and limits:
- Non-employee director annual total compensation cap: $500,000 (cash plus grant-date fair value of awards). No tax gross-ups; plan fixed term to October 24, 2034.
- Under the 2024 Plan, non-executive director group granted 50,000 units (aggregate).
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Athenex, Inc. | Prior public company directorship | No Moleculin-related transactions disclosed involving Cannon |
| Three privately held biotech companies | Current director | Not disclosed; no Moleculin-related transactions disclosed involving Cannon |
Expertise & Qualifications
- Biotech operations leadership and manufacturing expertise (SICOR CSO/EVP), plus partnership execution and facility licensure experience.
- Chemistry degree (Fordham College).
- Public board experience (Athenex), multiple private biotech boards.
- Audit Committee member; Board’s audit committee financial expert designation applies to Robert George (not Cannon).
Equity Ownership
| Metric | As of Jun 20, 2025 | As of Aug 28, 2025 |
|---|---|---|
| Shares beneficially owned | 15,336 (consists solely of options exercisable within 60 days) | 15,336 (includes options exercisable within 60 days) |
| Percent of class | Less than 1% (based on 14,127,494 outstanding) | Less than 1% (based on 36,739,360 outstanding) |
| Composition | Options only; no stock awards held as of 12/31/2024 | Options only; no incremental disclosure of RSUs/PSUs |
Anti-hedging and pledging:
- Policy prohibits hedging or offsetting transactions without prior approval; no pledging disclosures for Cannon.
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit and Nominating committees; committee independence aligned with Nasdaq and SEC rules; active Audit Committee engagement in auditor independence and financial reporting; formal related-party transaction approval process; anti-hedging policy; non-employee director compensation capped; no tax gross-ups; executive clawback policy established (Dodd-Frank).
- Alignment signals: Cash/equity mix for directors includes annual option grants with 10-year term; Cannon’s 2024 total director pay $79,300 with $17,800 equity fair value; beneficial ownership limited to 15,336 options (less than 1% of class), indicating modest “skin in the game.”
- Potential red flags: Low personal ownership may limit alignment with shareholders; broad indemnification agreements can discourage litigation and reduce accountability; Nominating Committee held zero meetings in 2024 (though actions occurred via written consent). No Cannon-specific related-party transactions disclosed; no hedging/pledging disclosures specific to Cannon.
Overall, Cannon’s independence and committee leadership support board effectiveness, but limited personal equity exposure suggests moderate alignment; structural mitigants (clawback, anti-hedging, compensation caps) and robust auditor oversight partially offset alignment concerns.