John Monahan
About John Monahan
John Monahan, Ph.D., age 77, has served as an independent director of Theriva Biologics (TOVX) since November 11, 2020. He holds a Ph.D. in Biochemistry from McMaster University and a B.Sc. from University College Dublin, bringing decades of biopharma leadership and scientific expertise to the board . He previously served the company as Senior EVP of R&D (2010–2015) and scientific advisory consultant (2015–Nov-2020), before joining the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avigen Inc. | Co-Founder, CEO | 1992–~2004 (12 years) | Raised >$235M via private/public financings including IPO; led development of novel pharma products |
| Somatix Therapy Corp. | VP, R&D | 1989–1992 | Led R&D operations |
| Triton Biosciences Inc. | Director, Molecular & Cell Biology | 1985–1989 | Led molecular/cell biology group |
| Hoffmann-LaRoche, Inc. | Research Group Chief, Molecular Genetics | 1982–1985 | Managed molecular genetics research |
| Baylor College of Medicine | Instructor | 1975–1977 | Academic appointment |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Scorpius Holdings, Inc. (formerly NightHawk/Heat Biologics, Nasdaq) | Director | Since Nov 2009 | Shared network with Jeffrey Wolf, who is CEO/Chairman of Scorpius and a TOVX director—potential information-flow interlock |
| Anixa Biosciences, Inc. (Nasdaq) | Director | Aug 2016–May 2021 | Oncology/immunology focus |
| Cellix Ltd. (Ireland) | Director | Not disclosed | Private company board |
| Agilis Biotherapeutics (merged into PTC Therapeutics) | Scientific Advisory Board member | 2014–2019 | Gene therapy advisory role |
Board Governance
- Committee assignments (current): Audit Committee member; Compensation Committee member; Nominations Committee Chairman .
- Independence: Board determined Monahan independent under NYSE American and SEC rules; Audit, Compensation, and Nominations Committees composed of independent directors .
- Committee expertise: Audit Committee members (Monahan included) deemed financially literate; audit committee financial expert designation applies to Kraws and Wolf (not Monahan) .
- Attendance and engagement:
- 2024: Board met 9 times; Audit 4; Compensation 3; Nominations 0; each director attended at least 75% of aggregate Board and Committee meetings .
- 2023: Board met 6 times; Audit 7; Compensation 2; Nominations 1; each director attended at least 75% .
- 2022: Board met 13 times; Audit 4; Compensation 2; Nominations 1; each director attended at least 75% .
- 2021: Board met 13 times; Audit 4; Compensation 2; Nominations 1; each director attended at least 75% .
- Board leadership: Independent Chairman (Jeffrey Kraws); separation of Chair and CEO/CFO roles to reinforce oversight .
| Year | Board Meetings | Audit | Compensation | Nominations | Attendance Statement |
|---|---|---|---|---|---|
| 2021 | 13 | 4 | 2 | 1 | ≥75% for all directors |
| 2022 | 13 | 4 | 2 | 1 | ≥75% for all directors |
| 2023 | 6 | 7 | 2 | 1 | ≥75% for all directors |
| 2024 | 9 | 4 | 3 | 0 | ≥75% for all directors |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $66,250 | $66,750 | $66,750 | $77,750 |
| Option Awards ($) | $44,374 | $40,629 | $43,756 | $0 |
| Total ($) | $110,624 | $107,379 | $110,506 | $77,750 |
Director compensation policy (cash retainer and committee fees):
| Policy Element | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Chair annual retainer | $150,000 | $150,000 | $150,000 | $154,000 |
| Other director annual retainer | $43,000 | $43,000 | $43,000 | $47,000 |
| Committee member fees (Audit/Comp/Nom) | $7,500 / $5,000 / $3,750 | $7,500 / $5,000 / $3,750 | $7,500 / $5,000 / $3,750 | $7,500 / $5,000 / $3,750 |
| Committee chair fees (Audit/Comp/Nom) | $15,000 / $10,000 / $7,500 | $15,000 / $10,000 / $7,500 | $15,000 / $10,000 / $7,500 | $15,000 / $10,000 / $7,500 |
Note: On appointment in Nov-2020, Monahan received pro rata committee cash fees including $7,500 (Audit), $5,000 (Compensation), $3,750 (Nominations), plus $7,500 for serving as Nominations Committee Chair .
Performance Compensation
-
Annual director option grants and terms: | Year | Grant Size (Shares) | Term | Vesting | |---|---:|---|---| | 2021 | 20,000 | 7 years | Vest monthly over 1 year | | 2022 | 100,000 | 7 years | Vest monthly over 1 year | | 2023 | 4,400 | 7 years | Vest monthly over 1 year | | 2024 | 0 | — | — |
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Outstanding director option awards held by Monahan: | As of | Options Outstanding (#) | |---|---:| | Dec 31, 2021 | 37,552 | | Dec 31, 2022 | 137,508 | | Dec 31, 2023 | 9,900 | | Dec 31, 2024 | 9,900 |
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Equity plan limits: Non-employee director awards capped at 250,000 shares per calendar year under the 2020 Plan; plan administered by the Compensation Committee .
No performance metrics tied to director compensation are disclosed; director equity is time-vested options with standard terms (no TSR/EBITDA/ESG performance conditions) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Scorpius Holdings (NightHawk/Heat Biologics) | Public | Director | Interlock with Jeffrey Wolf (Scorpius CEO/Chairman and TOVX director); information flow should be monitored |
| Anixa Biosciences | Public | Former Director | Tenure ended May 2021 |
| Cellix Ltd. | Private | Director | No related-party transactions disclosed |
Expertise & Qualifications
- Deep biopharma leadership (CEO, VP R&D) and gene therapy experience; strong scientific credentials in biochemistry and molecular genetics .
- Board-level financial literacy; Audit Committee membership; Audit Committee financial expert designation applies to Kraws and Wolf (not Monahan) per SEC rules .
- Independence affirmed by Board based on NYSE American and SEC criteria .
Equity Ownership
| Metric | As of Sep 27, 2024 | As of Record Date (2025 Annual Proxy) | As of Record Date (2025 Special Proxy) |
|---|---|---|---|
| Shares Beneficially Owned (#) | 9,534 | 18,233 | 24,483 |
| % of Shares Outstanding | <1% (Outstanding: 2,272,462) | <1% (Outstanding: 9,059,232) | <1% (Outstanding: 33,739,643) |
| Exercisable Options within 60 days | 9,534 | 18,233 | 24,483 |
| Additional Non-Exercisable Options (not within 60 days) | 367 | 16,667 | 10,417 |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Security | Quantity | Price ($) | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-01 | 2025-04-29 | A (Award) | Stock Options (right to buy) | 25,000 | 1.4144 | 25,000 |
[Insider trades fetched via insider-trades skill output.]
Governance Assessment
- Strengths:
- Independent director with strong scientific and R&D leadership background; service on key committees (Audit, Compensation) and chairing Nominations aligns with board effectiveness needs .
- Attendance consistently at or above 75% threshold across Board and committees; stable engagement record .
- Compensation Committee charter includes clawback oversight—positive alignment with best practices .
- Alignment and pay structure:
- Cash retainer increased in 2024 ($47k for directors), while no equity grant in 2024; prior years featured time-vested options (not performance-based) with declining grant sizes post reverse-split—mix shifted toward cash in 2024 .
- Independence and related-parties:
- Board affirms independence; 2020 appointment disclosure notes no transactions requiring Item 404 related-party disclosure for Monahan at that time .
- RED FLAGS (monitor):
- Interlock with Scorpius via Jeffrey Wolf (CEO/Chairman of Scorpius and TOVX director), which can create perceived conflicts or information advantages—monitor related-party reviews and recusal practices .
- Past employment/consulting with TOVX (2010–2020) preceding board service—Board determined independence, but investors may assess proximity to management history .
- No pledging/hedging or loans disclosed; no say-on-pay data provided here; continue monitoring proxies for shareholder feedback metrics .
Overall signal: Monahan’s committee roles (especially Nominations Chair) and consistent attendance support board functioning; the Scorpius interlock and prior TOVX roles merit ongoing oversight of independence and related-party transaction review processes .