John P. Gandolfo
ORAGENICSAbout John P. Gandolfo
John P. Gandolfo (age 64) has served as an independent director of Oragenics (OGEN) since October 2023, bringing roughly 33 years as CFO across public and private life sciences and medical device companies with direct responsibility for capital raising (including five public offerings), financial management, M&A, and SEC reporting; he holds a B.A. in Business Administration from Rutgers University . He is currently CFO of Eyenovia, Inc. (EYEN) (since January 2018) and serves on multiple board committees at OGEN; the Board has affirmatively determined he is independent under NYSE American standards . In FY2024, the Board met 7 times and all directors attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eyenovia, Inc. (EYEN) | Chief Financial Officer | Jan 2018–present | Late-stage ophthalmic biopharma finance leadership |
| Xtant Medical Holdings, Inc. | Chief Financial Officer | Jul 2010–Sep 2017 | Biologics company finance leadership |
| Progenitor Cell Therapy LLC | Chief Financial Officer | Jan 2009–Jun 2010 | Cell therapy finance leadership |
| Power Medical Interventions, Inc. | Chief Financial Officer | Jan 2007–Jan 2009 | Medical devices finance leadership |
| Bioject Medical Technologies, Inc. | Chief Financial Officer | Not disclosed | Medical technologies finance leadership |
| Capital Access Network, Inc. | Chief Financial Officer | 2000–Sep 2001 | Financial services CFO |
| Xceed, Inc. | Chief Financial Officer | 1999–2000 | Technology CFO |
| Impath, Inc. | CFO and COO | 1994–1999 | Dual finance/operations leadership |
| Medical Resources, Inc. | Chief Financial Officer | 1987–1994 | Healthcare CFO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electrocore, Inc. (ECOR) | Director | Current | Chair of Compensation Committee; member of Audit Committee |
| Odyssey Health, Inc. (ODDY) | Director | 2019–2023 | Chair of Audit Committee |
Board Governance
- Independence: The Board has affirmatively determined Gandolfo is independent under NYSE American listing standards .
- Committee assignments: Audit Committee member (Audit Chair is Charles Pope; Gandolfo joined the Audit Committee in March 2024 and is listed on the Audit Committee report); Compensation Committee member (Chair is Dr. Alan Dunton) .
- Attendance and engagement: Board met 7 times in FY2024; Audit met 4; Compensation met 2; Nominating met 3. All directors attended at least 75% of Board and committee meetings; independent directors held executive sessions .
- Leadership structure: Independent, non-executive Chairman (Charles Pope) separates CEO and Chair roles; committees are fully independent; Board undertakes risk oversight through committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base fee (non-employee director) | $45,000 | Paid quarterly |
| Chair fees – Board / Audit / Compensation / Nominating | $40,000 / $20,000 / $15,000 / $10,000 | Annual fees for chair roles |
| Committee member fees – Audit / Compensation / Nominating | $10,000 / $7,500 / $5,000 | Annual fees for non-chair members |
| Meeting fees | Considered if >6 in-person meetings | At Board discretion |
| Director | Cash Fees (2024) | Equity (Grant-Date Fair Value, 2024) | Total (2024) |
|---|---|---|---|
| John P. Gandolfo | $45,000 | $17,550 | $62,550 |
- Mix indication: Cash $45,000; options fair value $17,550; total $62,550 (cash ~72%, equity ~28%) .
Performance Compensation
| Award Type | Grant Date | Shares / Options | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock options | Sep 19, 2024 | 45,000 | $0.48 per share | Vested immediately | None disclosed for non-employee directors; no LTIP performance plan in 2024 |
- Plan features: Repricing prohibited; no discounted options; non-employee director equity awards capped at $300,000 per calendar year ($500,000 in first year); awards subject to clawback per exchange/Dodd-Frank and company policy .
- Annual equity awards context: In Aug 2023, non-employee directors received restricted stock (25,000 shares; 20,000 immediate vest, 5,000 at six months) under the 2021 Plan .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Electrocore, Inc. (ECOR) | Current director; Comp Chair; Audit member | No OGEN-related transactions disclosed in the proxy; Audit Committee reviews related-party matters |
| Odyssey Health, Inc. (ODDY) | Prior director; Audit Chair (2019–2023) | No OGEN-related transactions disclosed; oversight experience relevant |
Expertise & Qualifications
- Deep CFO background across life sciences/healthcare/medical devices; capital raising (five public offerings), financial management, M&A, SEC reporting .
- Current public company CFO (Eyenovia, EYEN) in ophthalmic biopharma; aligns with OGEN’s sector exposure .
- Committee leadership experience at other public companies (Compensation Chair; Audit committee member at ECOR; Audit Chair at ODDY) .
- Education: B.A. in Business Administration, Rutgers University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| John P. Gandolfo | 50,102 | <1% | Represents shares acquirable upon exercise of stock options (deemed outstanding within 60 days) |
- Shares outstanding used for calculation: 21,475,289 as of March 21, 2025 .
- Ownership guidelines: Minimum dollar value stock ownership requirement equal to 6× annual Board retainer ($270,000); directors are precluded from selling shares acquired under the 2021 Plan until meeting this threshold .
- Pledging/hedging: Not disclosed; awards subject to clawback per policy .
Governance Assessment
- Strengths: Independent director; active on Audit and Compensation committees; Board and committee attendance ≥75%; robust sector-relevant CFO experience; external committee leadership provides governance depth .
- Alignment: 2024 pay tilted to cash with modest option grant; beneficial ownership comprised of exercisable options (50,102), and stock ownership guidelines seek stronger alignment by restricting sales until a $270,000 threshold is met .
- Controls & policies: Audit Committee oversight of related-party transactions; no option repricing; clawback provisions embedded; independent Chair structure and regular executive sessions support oversight .
- Potential watch items (noted, no issues disclosed): Concurrent CFO role at EYEN implies heavy time commitments; service on ECOR board/committees warrants monitoring for any future related-party dealings—none disclosed in the proxy; going concern emphasis by auditor indicates company-level risk environment for OGEN, not director-specific .
- RED FLAGS: None disclosed regarding related-party transactions, legal proceedings, hedging/pledging, or attendance shortfalls; Section 16(a) compliance reported .