Robert George

About Robert E. George

Robert E. George (age 75) is an independent director who joined Moleculin’s Board upon its IPO; he is designated an “audit committee financial expert” and brings 27 years of partner-level experience at PricewaterhouseCoopers (ended in 2010) with healthcare client exposure, plus academic and public-institution oversight credentials. He holds a B.B.A. in Accounting (cum laude) from the University of North Texas and currently chairs Moleculin’s Audit Committee and its Nominating & Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except CEO Walter V. Klemp are independent under Nasdaq rules; George serves on all three standing committees and meets SEC/Nasdaq audit independence and literacy criteria .
• Committee assignments:
  • Audit Committee: Chair (financial expert designation)
  • Nominating & Corporate Governance Committee: Chair
  • Compensation Committee: Member (Chair is Michael Cannon)
• Board and committee activity/attendance:
  • 2024: Board held 14 meetings; committees held 9 meetings (Audit 4, Compensation 5, Nominating 0); 11 unanimous written consents (Board 6, Comp 3, Audit 1, Nominating 1); each incumbent director attended >75% of meetings of the Board/committees of which they were a member .
  • 2023: Board held 8 meetings; committees held 17 meetings (Audit 9, Compensation 6, Nominating 2); each incumbent director attended >75% .
• Annual meeting attendance: Messrs. Klemp and George were the only directors who attended the 2023 Annual Meeting (local directors) .
• Related-party oversight: Audit Committee pre-approves related party transactions under an Item 404 policy; considers materiality, terms, benefits, opportunity cost, and conflicts .

Committee Assignments and Roles (current)

Fixed Compensation

Director compensation policy (non-employee directors):

• 2024 policy: Annual cash retainer $40,000; Chair fees Audit $15,000, Compensation $10,000, Nominating & Governance $7,500; member fees Audit $7,500, Compensation $5,000, Nominating $3,750; Lead Independent Director $15,000; options: 10-year, 2,000 initial with 3-year vest; 1,000 annual on re-election with 1-year vest; strike equal to closing price on grant date .
• 2025 updated policy: Annual cash retainer $40,000; Chair fees Audit $15,000, Compensation $10,000, Nominating & Governance $8,000; member fees Audit $7,500, Compensation $5,000, Nominating $4,000; Lead Independent Director $20,000; options under 2024 Stock Plan: 10-year, 20,000 initial with 3-year vest; 10,000 annual on re-election with 1-year vest; strike equal to closing price on grant date .

Performance Compensation

• Non-employee director compensation is not tied to financial or ESG performance metrics; equity awards are time-vested options only (no RSUs/PSUs disclosed for directors) .
• Grant timing/controls: Company states it does not grant awards in anticipation of MNPI release and did not grant awards in restricted windows around quarterly/annual filings; clawback policy is adopted for executive incentive compensation (Dodd-Frank) .

Other Directorships & Interlocks

No current public company directorships for George are disclosed; no interlocks with Moleculin competitors/suppliers/customers identified in the proxy .

Expertise & Qualifications

• Audit committee financial expert (SEC definition) .
• 27-year PwC partner with healthcare client service experience .
• Academic accounting background (UT Austin), B.B.A. in Accounting (cum laude) .
• Governance qualifications emphasize financial reporting, audit oversight, and director selection/governance policy leadership .

Equity Ownership

Additional director option holdings (aggregate as of 12/31/2024): George held options to purchase 15,336 shares; directors did not hold stock awards other than options .

Governance Assessment

• Strengths:
  • Dual committee chair roles (Audit; Nominating & Governance) and “financial expert” designation signal strong oversight capacity and board influence on control environment and director selection .
  • Documented independence; >75% attendance and engagement across a high-activity 2024, plus annual meeting presence in 2023 .
  • Formal related-party transaction policy under Audit Committee oversight; anti-hedging policy; executive clawback policy; structured use of independent comp consultant (Pay Governance) for both executive and director programs .
• Alignment and pay-mix signals:
  • Director pay is predominantly fixed cash plus time-vested options; 2024 mix for George roughly 79% cash / 21% options (by grant-date FV), modest equity alignment without RSUs/PSUs .
  • 2025 policy increases annual option grant size (10,000) vs. 2024 policy (1,000), raising equity emphasis for board members; initial director grant increased from 2,000 to 20,000 options, increasing potential dilution and equity alignment .
• Conflicts/related-party exposure:
  • No related-party transactions specific to George disclosed; company-related party items include employment of an executive’s family member below Item 404 thresholds and historical licensing terminations—both under Audit Committee policy oversight .
• Risk indicators and watch items:
  • Equity plan share authorization expansion from 1,000,000 to 7,000,000 in 2025 increases potential overhang; peer overhang comparison used to justify levels—monitor dilution and director equity usage trends .
  • Consolidation of committee chair responsibilities in one director (Audit and Nominating) concentrates oversight—ensure continued balance via Lead Independent Director and committee member independence .

RED FLAGS to monitor:

• Material increase in director option grant sizes in 2025 (20,000 initial; 10,000 annual) relative to prior policy—track dilution/overhang and whether equity awards migrate from options to RSUs (not currently used for directors) .
• Committee chair concentration (Audit and Nominating) in a single director—evaluate succession and redundancy to mitigate key-person risk in oversight functions .

Board Activity and Attendance (quantitative context)