John Prendergast
About John K.A. Prendergast, Ph.D.
John K.A. Prendergast, 71, is Palatin’s non-executive Chairman (since June 14, 2000) and a director since August 1996. He is President and sole stockholder of Summercloud Bay, Inc. (biotech consulting; since 1993), holds an M.Sc. and Ph.D. from UNSW Sydney, and a C.S.S. in administration and management from Harvard University. He is currently a director and Executive Chairman of Recce Pharmaceuticals Ltd (ASX: RCE). Palatin cites his extensive life sciences corporate development/finance experience and prior public board service as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summercloud Bay, Inc. | President and sole stockholder (independent consulting) | Since 1993 | Biotech advisory work |
| The Castle Group Ltd. | Managing Director (medical venture capital) | Oct 1991 – Dec 1997 | Venture formation/finance |
| AVAX Technologies, Avigen, MediciNova, Scorpius Holdings | Director (prior) | Not disclosed | Prior public board experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Recce Pharmaceuticals Ltd (ASX: RCE) | Director; Executive Chairman | Current | Anti-infectives company |
Board Governance
- Structure and leadership: Palatin separates Chair and CEO; Prendergast is the independent, non-employee Chairman since 2000. The Board views split roles as enhancing accountability and independence .
- Independence: Board determined all directors other than the CEO (Dr. Spana) are independent under NYSE American rules and Rule 10A-3; this includes Prendergast .
- Committees and roles:
- Nominating & Corporate Governance Committee: Prendergast (Chair), with Morris and Manning .
- Compensation Committee: Dunton (Chair), Morris, deVeer, Hull (Prendergast is not listed as a member) .
- Audit Committee: deVeer (Chair), Dunton, Hull, Manning (Prendergast is not listed as a member) .
- Meetings and attendance: In fiscal 2024, Board met 4x; Audit 2x; Compensation 1x; Nominating & Governance 1x. Each director attended at least 75% of Board and committee meetings on which they served. Independent directors meet in executive session at least annually. Directors (other than the CEO) did not attend the June 27, 2024 virtual annual stockholders’ meeting .
Fixed Compensation (Director)
| Component | Amount/Terms | Period |
|---|---|---|
| Fees earned or paid in cash | $97,500 | FY2024 |
| Total equity grant fair value (stock awards) | $28,470 | FY2024 |
| Total option grant fair value (option awards) | $28,836 | FY2024 |
| Total compensation | $154,806 | FY2024 |
| Chairman of the Board cash retainer | $87,500/year, payable quarterly | Fiscal 2024 |
| Committee chair retainers (program-wide, if applicable) | Audit Chair $20,000; Comp Chair $20,000; Corp Gov Chair $10,000 | Fiscal 2024 |
| Non-employee directors base retainer (program-wide) | $40,000/year | Fiscal 2024 |
| Program Development Committee (if appointed) | Chair: $3,500/day; Members: $2,500/day | As established by Board |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Jul 15, 2024 (granted/approved) | RSUs (Chairman) | 16,000 | N/A | Vest on Jun 4, 2025 (prorated if not serving full year) | N/A | Accelerated vesting if involuntary termination after change in control |
| Jul 15, 2024 (granted/approved) | Stock Options (Chairman) | 23,000 | $1.83 | Vest on Jun 4, 2025 (prorated monthly if early departure) | 10 years from grant | Accelerated vesting if involuntary termination after change in control |
| Jun 20, 2023 | RSUs (Chairman) | 13,000 | N/A | Vest Jun 20, 2024 | N/A | |
| Jun 20, 2023 | Stock Options (Chairman) | 22,000 | $2.19 | Vest in 12 monthly installments from Jul 31, 2023 | 10 years from grant | Accelerated vesting on change-in-control termination |
Outstanding awards at June 30, 2024 (director):
- Options outstanding: 82,080; Unvested stock awards: 16,000 .
No performance metrics are disclosed for director equity; awards are time-based with change-in-control protections, not tied to TSR/financial KPIs .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Recce Pharmaceuticals Ltd (ASX: RCE) | Executive Chairman | Another Palatin director, Alan W. Dunton, M.D., is also a director at Recce (potential interlock) |
| Prior public company boards | AVAX, Avigen, MediciNova, Scorpius | Historical service; not current |
Expertise & Qualifications
- Capital formation and governance: Former MD at The Castle Group (medical VC) and extensive board experience; cited for corporate development/finance expertise in life sciences .
- Scientific/industry background: Long tenure in biotech governance; provides historical perspective on Palatin .
- Education: M.Sc. and Ph.D. (UNSW Sydney); C.S.S. in administration/management (Harvard University) .
Equity Ownership
| Category | Detail | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (Common) | 325,608 shares (beneficial) | Record date Jun 20, 2025 | Less than 1% of class |
| Breakdown – Series D Preferred (beneficial into common) | 200 shares of Series D Convertible Preferred (≈181,818 common equivalent) | Record date Jun 20, 2025 | Conversion price $0.11; ≈909.09 common per preferred share |
| Breakdown – Options (exercisable within 60 days) | 80,480 | Record date Jun 20, 2025 | Included in beneficial total |
| Breakdown – RSUs | 22,400 (6,400 vested but deferred delivery) | Record date Jun 20, 2025 | Deferred delivery per policy; remainder unvested |
| Pledged shares | None | Record date Jun 20, 2025 | Company prohibits hedging/pledging; none pledged |
| Ownership guidelines | Board ownership guideline: ≥2x annual retainer; all Board members met target as of Jun 30, 2024 | Jun 30, 2024 | Policy and compliance status disclosed |
Related-Party/Insider Financing Exposure
- Insider participation in June 2025 financing: On June 10, 2025, Palatin sold 3,400 shares of Series D Convertible Preferred (initially convertible at $0.11/share into up to 3,090,908 common) and issued Series I Warrants for up to 6,181,818 common to certain officers and directors, including Prendergast (Chairman), CEO Spana, CFO/COO Wills, and director Dunton; warrants exercisable at $0.11 for 5 years, contingent on shareholder approval. Prendergast’s beneficial ownership includes 200 Series D Preferred (≈181,818 common) from this transaction. Item Six seeks shareholder approval for the issuance of Series I Warrant shares due to exchange rules (20% test) .
Say-on-Pay & Shareholder Feedback (context for board oversight)
- 2024 say-on-pay support: ~58% of votes cast supported NEO compensation at the June 2024 annual meeting; Board increased disclosure, adopted clawback policy, and emphasized performance-based LTIs in response to investor feedback .
- Say-on-frequency: Board recommends annual say-on-pay votes .
Risk Indicators & Red Flags
- Annual meeting attendance: Except for the CEO, directors did not attend the June 27, 2024 annual stockholders’ meeting (virtual), which some investors view as a governance engagement negative .
- Insider financing/related party optics: June 2025 insider purchase of preferred/warrants at $0.11 (market-linked level at the time) aligns executives/directors with shareholders but creates potential conflict optics; issuance of warrant shares is subject to shareholder approval and exchange rules .
- Listing/Reverse split context: NYSE American suspended trading May 7, 2025 for low price; stock now on OTCQB; the Board seeks shareholder approval for a 1-for-50 to 1-for-100 reverse split to regain exchange eligibility—an overall negative market signal during the Chairman’s tenure .
- Equity overhang: Proposed increase in plan shares would bring 2025 overhang to ~14.2% (dilution risk), a compensation committee/board oversight topic .
Governance Assessment
- Positives:
- Independent, non-executive Chairman with long biotech governance history; clear separation of Chair/CEO roles .
- Chair of Nominating & Corporate Governance; Board independence affirmed; stock ownership policy met by all directors; anti-hedging/pledging in place; clawback policy adopted .
- Transparent director pay program with modest cash retainer and equity elements; change-in-control protections defined; outstanding awards disclosed .
- Watch items:
- Investor sentiment risk evidenced by low 2024 say-on-pay support (~58%); continued engagement and compensation design scrutiny warranted .
- Insider financing participation (preferred/warrants) enhances alignment but raises related-party optics; governance mitigant includes explicit shareholder approval requirements for warrant share issuance .
- Market/listing risk (delisting notice, reverse split proposal) underlines strategic execution scrutiny for the Board and Chair .
- Director annual meeting non-attendance (2024) may concern investors focused on director-shareholder engagement .
Notes on independence, attendance, and committee assignments are based on fiscal 2024 disclosures and committee compositions listed in the 2025 proxy .