Jennifer Carver
REVELATION BIOSCIENCESAbout Jennifer Carver
Jennifer Carver (age 71) is a Class A independent director of Revelation Biosciences (REVB), serving since May 2020. She holds a BSN and MBA from the University of Colorado and brings 20+ years of small-biotech operating experience across development-to-commercialization phases (La Jolla Pharma COO 2017–2019; Kartos Therapeutics COO 2020–2021; leadership roles at Spectrum Pharmaceuticals and Allos Therapeutics) . Her current Class A term runs to the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kartos Therapeutics | Chief Operating Officer | 2020–2021 | Operations leadership during development stage |
| La Jolla Pharmaceutical Company | Various leadership roles; COO | 2014–2019 (COO 2017–2019) | Led development/approval/launch of Giapreza; corporate scaling |
| Spectrum Pharmaceuticals | Leadership roles | Not stated | Led teams through development and approval of Belinostat |
| Allos Therapeutics | Leadership roles | Not stated | Led teams through development and approval of Folotyn |
External Roles
- No other current public company directorships disclosed; biography lists prior operating roles, not board seats .
Board Governance
- Board classification: Class A director; term to 2026 Annual Meeting .
- Independence: Board determined Carver independent under SEC/Nasdaq rules .
- Committees:
- Audit Committee member; Jess Roper (Chair) .
- Compensation Committee member; Lakhmir Chawla (Chair) .
- Nominating & Governance Committee member .
- Attendance: 2024—Board met 6 times; Audit 4; Comp 1; N&G 1; each director attended at least 100% of meetings during their service .
Fixed Compensation
- Director cash fees: $60,000 paid to each non‑employee director for 2024 board service .
- Policy: Board targets mix of cash and equity; reimburses reasonable expenses; no meeting fees or long‑term incentive plans specified for directors .
Performance Compensation
| Metric | 2024 | Feb 11, 2025 Grant | Notes |
|---|---|---|---|
| RSAs (Restricted Stock Awards) – shares | — | 181 shares to Carver | Company granted 19,529 RSAs (employees & Board) on Feb 11, 2025; 18,926 vested at grant; 302 vest Feb 11, 2026 |
| Options – exercisable within 60 days | — | 13 | As of May 29, 2025 |
- Equity plan features: Non‑employee directors may elect equity in lieu of retainers; annual total value cap $1,000,000 (cash plus equity, measured at grant-date fair value) .
- Clawback and change-of-control: Plan includes forfeiture/recoupment and change‑in‑control flexibility for vesting at committee discretion .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no REVB executive serves on another company’s comp committee where a REVB director is an executive .
- Related party transactions: Audit Committee reviews and approves; no related-party transactions involving Carver disclosed .
Expertise & Qualifications
- Education: BSN, MBA—University of Colorado .
- Technical/industry expertise: Clinical development, regulatory approvals, commercialization across multiple therapeutic areas (oncology, inflammatory disease, shock, iron overload, anti‑infectives) .
- Board skills: Governance nomination, audit oversight (financial sophistication on committee per Nasdaq standards), compensation oversight .
Equity Ownership
Beneficial ownership breakdown over time:
| Component | Dec 3, 2024 | May 29, 2025 | Sep 11, 2025 | Oct 29, 2025 |
|---|---|---|---|---|
| Common shares held directly | 106 | 6 | 63 | 63 |
| RSAs (granted/held) | — | 181 | — | 15,625 |
| Options exercisable ≤60 days | 211 | 13 | 4 | 4 |
| Total beneficial shares | 317 (less than 1%) | 200 (less than 1%) | 67 (less than 1%) | 15,692 (less than 1%) |
| Shares outstanding (reference) | 6,464,219 | 2,029,796 | 2,339,306 | 5,924,137 |
- Pledging/hedging: No pledged or hedged shares disclosed .
- Ownership guidelines: Not disclosed in proxy; equity plan allows director equity compensation and deferrals .
Governance Assessment
- Committee coverage and independence: Carver sits on all three key committees (Audit, Compensation, Nominating), supporting robust oversight; independence affirmed; 100% meeting attendance in 2024 indicates strong engagement .
- Compensation alignment: 2024 director pay was modest ($60,000 cash), with 2025 equity grants to directors (e.g., 181 RSA shares) adding alignment via stock ownership; no performance metrics tied to director pay disclosed (common governance practice) .
- Ownership: Beneficial ownership is under 1% throughout—typical for small-cap biotechs; 2025 RSA grants increased equity exposure; no pledging disclosed (positive) .
- RED FLAGS:
- Corporate domicile change to Nevada increases liability protections for officers/directors versus Delaware, potentially weakening shareholder recourse; boards cited cost savings and governance flexibility; investors should weigh protective effects vs. accountability trade-offs .
- Frequent share structure changes (reverse splits; warrant inducements) and ongoing dilution pressures may affect alignment optics, though these are company financing necessities rather than director-specific actions .
- Related party/Conflicts: No transactions involving Carver disclosed; Audit Committee pre-approves any RPTs; Code of Ethics sets $120,000 threshold review—no items featuring Carver identified (positive) .
Overall investor confidence signals: Carver’s extensive operating background and broad committee participation are positives for board effectiveness; attendance is strong; compensation structure (cash plus equity) is standard. Governance environment changed with Nevada reincorporation—monitor implications for litigation protections and overall accountability. Dilution and financing actions are company-level concerns rather than director-specific, but continued equity grants should be tracked for alignment .