Jonathan Foster
About Jonathan Foster
Independent director since June 2021; age 61. Foster is CFO and Executive Vice President at Moleculin Biotech, Inc. (since August 2016), a CPA (South Carolina) and CGMA, with 36+ years of financial leadership across public and private companies. He holds a BS in Accounting from Clemson University (1985) and is designated an audit committee financial expert at Volcon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moleculin Biotech, Inc. | CFO & EVP | Aug 2016–present | Executive leadership; public company finance |
| InfuSystem Holdings, Inc. | CFO & EVP | Feb 2012–Aug 2016 | Led national provider finance functions |
| LSG Sky Chefs (Deutsche Lufthansa subsidiary) | Consultant to CFO | May 2011–Jan 2012 | Finance consulting |
| Schlumberger, Ltd. | Manufacturing divisions, lead financial roles | Prior to 2011 | Operational finance leadership |
| Private hardware manufacturer | Lead financial roles | Prior to 2011 | Senior finance roles |
| Deloitte (Charlotte, Atlanta) | Began career | Early career | Audit background |
| State of South Carolina Board of Financial Institutions | Board member | 2006–2012 | Regulatory oversight |
| Soliton, Inc. (acquired Dec 2021) | Director; Chair of Strategic Alternative, Audit, Compensation; prior Chair of Nominating & Governance | Jun 2018–Dec 2021 | Led key board committees through sale process |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autonomix Medical, Inc. (AMIX, Nasdaq) | Director | Jan 2022–present | Medical device governance |
| Moleculin Biotech, Inc. | CFO & EVP | Aug 2016–present | Executive leadership at public biotech |
Board Governance
- Independence: Board determined Foster is independent under Nasdaq rules .
- Committee assignments and roles:
- Compensation Committee Chair; meetings in 2024: 2 .
- Audit Committee member; meetings in 2024: 4; designated an audit committee financial expert .
- Nominating & Governance Committee member; meetings in 2024: 1; one action by written consent .
- Attendance: The Board held 22 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
| Governance Element | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit; Compensation (Chair); Nominating & Governance |
| Audit financial expert | Yes (SEC/Nasdaq definition) |
| 2024 committee meetings | Audit: 4; Compensation: 2; Nominating: 1 (plus 1 consent) |
| 2024 Board meetings | 22 total; ≥75% attendance by incumbents |
| Annual meeting attendance | All directors attended prior annual meeting |
Fixed Compensation
- Non-employee director program: Cash retainer $50,000 for 2024 (covers Board and committee service); equity-based compensation targeted at $100,000 (stock options or RSUs) but none granted in 2024 due to share availability constraints. 2023 quarterly compensation was suspended to preserve cash but accrued and paid in 2024 .
| Director (2024) | Fees earned (cash) | Option awards | Total |
|---|---|---|---|
| Jonathan Foster | $50,000 | $0 | $50,000 |
Performance Compensation
- Equity awards framework: Non-employee directors normally receive equity valued at $100,000 (options or RSUs); no director equity was granted in 2024 due to insufficient shares under the 2021 Plan .
- Foster’s previously vested director options (beneficial ownership basis as of Apr 21, 2025): one option at $180,000 strike (vested 5/19/2022), one at $279,000 strike (vested 7/26/2023), and two at $124,200 strike (vested 7/12/2024) .
| Metric | 2024 | Notes |
|---|---|---|
| Annual director equity grant target | $100,000 | Options or RSUs; none granted in 2024 |
| Performance metrics tied to director pay | Not disclosed | No director performance metrics disclosed |
| Foster option positions (vested) | 1 @ $180,000; 1 @ $279,000; 2 @ $124,200 | Vesting dates: 5/19/2022; 7/26/2023; 7/12/2024 |
Other Directorships & Interlocks
| Company | Listing | Role | Potential interlock with VLCN |
|---|---|---|---|
| Autonomix Medical, Inc. | Nasdaq (AMIX) | Director | None disclosed with Volcon’s customers/suppliers |
| Moleculin Biotech, Inc. | Nasdaq | CFO & EVP | None disclosed; not a director role |
- Related-party transactions: No transactions disclosed involving Foster; related-party section highlights legacy agreements with Pink Possum LLC and Aegis, none attributed to Foster .
Expertise & Qualifications
- CPA (South Carolina) and CGMA; deep public company CFO experience; qualifies as audit committee financial expert .
- Industry breadth across healthcare, manufacturing, and services; prior Deloitte audit foundation .
- Board leadership experience including chairing multiple committees at a prior public company (Soliton, Inc.) through M&A .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Composition | Pledging/Hedging |
|---|---|---|---|---|
| Jonathan P. Foster | 4 | <1%† | All from vested stock options; strikes: $180,000; $279,000; $124,200 (2x) | Company prohibits hedging and pledging by directors |
† Percent based on 3,850,824 shares outstanding as of April 21, 2025 .
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Withheld | Broker non-vote |
|---|---|---|---|
| Jonathan Foster | 303,852 | 298,050 | 1,059,847 |
- Note: Foster’s re-election had a high “withhold” rate relative to peers, indicating notable investor scrutiny in 2025 .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee and serves on Audit and Nominating & Governance; designated audit committee financial expert; committee meeting cadence and Board attendance met thresholds; no related-party transactions involving Foster disclosed .
- Alignment: 2024 director pay was cash-only ($50,000) due to plan share constraints; Foster’s beneficial ownership is de minimis (<1%), entirely via vested options, which may limit “skin-in-the-game” alignment in 2024–2025 .
- Shareholder signals: Substantial withhold votes on Foster’s 2025 re-election (298,050 withheld), warranting attention to investor concerns around compensation oversight and capital actions (e.g., repeated reverse splits) even though those matters are broader Board issues, not Foster-specific .
- Policies mitigating risk: Prohibitions on hedging and pledging for directors support alignment; clawback policy for executive incentive compensation adopted Oct 2, 2023 (Dodd-Frank) enhances accountability (executives) .
RED FLAGS
- Low ownership alignment: Foster holds 4 shares (<1%), all via vested options; no 2024 equity grants due to plan share unavailability .
- Elevated withhold vote in 2025 director election compared to peer nominees, signaling investor scrutiny of governance and compensation oversight .
Additional context
- Compensation Committee responsibilities include CEO/CFO compensation, incentive and equity plans, and director pay; no compensation consultant engaged in 2024 .
- 2025 stockholder votes approved large stand-alone option grants for CEO/CFO outside the 2021 Plan (5635(c)); the amended 2021 Plan share increase proposal was not approved, maintaining equity scarcity for director grants .
Citations:
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