Janet Huffman
ORAGENICSAbout Janet Huffman
Janet Huffman is Oragenics’ Chief Financial Officer since March 8, 2023 and Interim Chief Executive Officer since January 16, 2025, with a background in finance leadership across healthcare and life sciences. Prior roles include CFO positions at TRxADE HEALTH (NASDAQ: MEDS), Banyan Pediatric Care Centers and Arboreta Healthcare, plus finance and operating leadership at Signature HomeNow, Infinity Homecare, and Family Home Health Services . She holds a B.S. in accounting from the University of South Florida . Oragenics shareholders supported executive pay with 81.1% approval at the 2024 Annual Meeting, and the company executed a 1-for-30 reverse split to maintain NYSE American listing, reflecting capital market constraints during her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TRxADE HEALTH, Inc. (MEDS) | Chief Financial Officer | Not disclosed | Led financial stewardship, capital raising, and M&A oversight . |
| Banyan Pediatric Care Centers | Founding Member & CFO | 2019–Feb 2022 | Led merger into Assisted 4 Living, Inc., later Arboreta Healthcare Inc. . |
| Arboreta Healthcare Inc. | Chief Financial Officer | Through Feb 2022 | Continued post-merger financial leadership . |
| Signature HomeNow | Chief Financial Officer | Not disclosed | CFO of home healthcare services company . |
| Infinity Homecare | Director of Finance; Regional Director of Operations | Not disclosed | Regional operating and finance leadership . |
| Family Home Health Services | Vice President of Finance | Not disclosed | Corporate finance leadership . |
External Roles
None disclosed.
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (as of Jan 16) |
|---|---|---|---|
| Salary ($) | $208,333 | $250,000 | $275,000 (10% increase upon Interim CEO appointment) |
| Target Bonus % of Salary | 35% | 35% | 35% (unchanged; agreement terms remain) |
| Actual Cash Bonus ($) | $130,000 (paid Jan 2024) | $75,000 (paid Feb 2025) | Not disclosed |
Performance Compensation
| Metric / Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Performance Bonus | Not disclosed | Company and individual targets set by Compensation Committee | 2023: $130,000; 2024: $75,000 | Paid annually (2023 paid Jan 2024; 2024 paid Feb 2025) |
| Restricted Stock Award (RSA) | Not disclosed | Grant price $3.37 | Grant fair value $50,550 (2023 stock awards) | 15,000 shares granted 8/8/2023; 10,000 vested immediately; 5,000 over six months |
| Stock Options (7,000 sh) | Not disclosed | Strike $4.00 | Option awards fair value $27,400 (2023 option awards) | 1,400 vest on grant; then 1,400 on 9/6/2023, 3/6/2024, 9/6/2024, 3/6/2025 |
| Stock Options (80,000 sh) | Not disclosed | Strike $0.48 | Option awards fair value $31,200 (2024 option awards) | Granted 9/19/2024; vested immediately |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (sh) | 102,000 (15,000 direct; 87,000 options) |
| Ownership % of shares outstanding | <1% (21,475,289 shares outstanding at 3/21/2025) |
| Outstanding, exercisable options (as of 12/31/2024) | 80,500 at $0.48 (exp. 9/19/2034); plus 5,600 exercisable and 1,400 unexercisable at $4.00 |
| Stock ownership guidelines | Not specified in reviewed materials; awards subject to clawback policy |
| Clawback policy | Recoupment for restatements and misconduct; three-year lookback for excess incentive comp |
| Hedging/pledging | No specific hedging/pledging policy disclosed in reviewed sections |
Employment Terms
| Term | Details |
|---|---|
| Employment start date | March 6, 2023 (CFO) |
| Interim CEO appointment | Effective January 16, 2025; reports to Board and Executive Chairman; base salary increased to $275,000; location changed to Sarasota |
| Contract termination | Terminable by company anytime; by executive with 60 days’ notice; accrued salary and vested benefits paid |
| Severance | Six months of annual base salary plus earned but unpaid bonus for termination without Cause or non-renewal (post initial term) |
| Change-in-control (CIC) | If terminated without Cause within 30 days after a CIC: six months base salary; earned unpaid bonus; year-of-CIC bonus at target; unvested stock options/awards vest; double-trigger structure |
| Equity grants on hire | 7,000 options at $4.00; staged vesting through 3/6/2025 |
| Non-compete/Non-solicit | Included in Employment Agreement |
| Clawbacks | Dodd-Frank compliant; restatement/misconduct recovery |
Compensation Structure Analysis
- Increased guaranteed cash: salary step-up to $275,000 concurrent with Interim CEO appointment; bonus target unchanged at 35% .
- Equity mix shifts: 2023 used RSAs with partial immediate vesting; 2024 granted 80,000 options at $0.48 that vested immediately, increasing near-term liquidity potential from equity awards .
- Governance protections: 2021 Equity Plan prohibits repricing without shareholder approval and mandates market-value option strikes; awards are subject to clawback and no liberal CIC definitions .
Performance & Track Record
- Capital markets actions: Executed a private note financing with Series G voting rights mechanics (March 13, 2025) and led the 1-for-30 reverse split effective June 3, 2025 to maintain NYSE American listing compliance .
- Shareholder support: Say-on-pay received 81.1% approval at 2024 Annual Meeting; company continues annual advisory votes on pay .
- Financial reporting: CFO certifications executed; auditors issued going-concern emphasis due to recurring losses and negative cash flows, indicating ongoing capital needs .
Risk Indicators & Red Flags
- Going concern: Auditor’s reports for 2023 and 2024 include a substantial doubt paragraph regarding the company’s ability to continue as a going concern, highlighting financing dependence .
- Reverse split: One-for-30 reverse split indicates pressure to meet listing standards; can elevate near-term insider option exercise prices and alter liquidity dynamics .
- Immediate vest equity: 80,000 options vested immediately in 2024, which can create potential selling pressure once exercised, albeit no Form 4 sales were reviewed here .
Equity Awards – Detailed Vesting Schedules
| Award | 3/6/2023 | 9/6/2023 | 3/6/2024 | 9/6/2024 | 3/6/2025 |
|---|---|---|---|---|---|
| Options (7,000 @ $4.00) – tranche size (sh) | 1,400 | 1,400 | 1,400 | 1,400 | 1,400 |
| Award | Grant Date | Strike | Vesting | Expiration |
|---|---|---|---|---|
| Options (80,000 sh) | 9/19/2024 | $0.48 | Vested immediately | 9/19/2034 |
| RSAs (15,000 sh) | 8/8/2023 | $3.37 (grant price) | 10,000 immediate; 5,000 over six months | Not applicable |
Equity Ownership – Breakdown
| Component | Shares |
|---|---|
| Direct shares owned | 15,000 |
| Options (exercisable or within 60 days) | 87,000 |
| Total beneficial ownership | 102,000 |
| Ownership % of 21,475,289 outstanding (3/21/2025) | <1% |
Employment Agreements – Severance & CIC Economics
| Provision | Multiple / Benefit |
|---|---|
| Standard severance (without Cause or non-renewal) | Six months base salary; earned but unpaid bonus |
| CIC severance (termination without Cause within 30 days post-CIC) | Six months base salary; earned unpaid bonus; year-of-CIC bonus at target; accelerated vesting of unvested equity |
| Notice | Employee: 60 days |
Investment Implications
- Pay-for-performance alignment is moderate: clear bonus targets exist but specific operational metrics are undisclosed; equity awards include immediate-vesting grants (2024) that reduce long-term retention leverage versus time-based vesting .
- Retention risk appears contained near term: 2023 hire options fully vested by March 2025; severance and CIC terms are standard small-cap biotechnology constructs with double-trigger protection, balancing retention and shareholder-friendly vesting acceleration only upon CIC-related termination .
- Governance posture: clawback policies and no repricing provisions are positives; going-concern language and reverse split underscore financing and listing risks that can dominate compensation outcomes and equity alignment .