Kevin P. Finney - Director | Vaxart (VXRT) Executive Profile & Compensation

About Kevin P. Finney

Kevin P. Finney (age 57) has served as an independent director of Vaxart, Inc. since January 2025. He is a veteran biotech operator and director with executive roles spanning drug development, corporate development, and commercialization. He holds a B.A. in Exercise Physiology (California State University, Long Beach) and an MBA (Pepperdine Graziadio Business School), bringing operator and transaction expertise to board oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Autobahn Therapeutics, Inc.	President, CEO, Chairman	Nov 2019–present	Led neuropsychiatric/neuroimmunologic portfolio; brain-targeting chemistry platform
Abide Therapeutics, Inc.	President, COO, Director	Through 2019 acquisition by H. Lundbeck A/S	Operational leadership through exit
Zavante Therapeutics, Inc.	Founder, COO	Through 2018 acquisition by Nabriva Therapeutics PLC	Built development ops to acquisition
Allergan, Inc.	Head of Worldwide Corporate Development	~10 years	Led global BD; dealmaking across >100 country footprint
Prometheus Laboratories, Inc.	Executive roles	Prior to Allergan	Therapeutics commercialization (now Nestlé Health Science)
Amylin Pharmaceuticals, Inc.	Executive roles	Prior to Allergan	Diabetes/endocrine commercialization (now Bristol-Myers Squibb)
Parke-Davis (Warner-Lambert/Pfizer)	Executive roles	Prior to Allergan	Early pharma operating foundation

External Roles

Organization	Role	Tenure	Notes
Eirion Therapeutics, Inc.	Director	Jan 2016–present	Private company board
Elsie Biotechnologies	Director (prior)	Until acquisition	Company now part of GSK
Anterios Inc.	Director (prior)	Until acquisition	Company now part of Allergan
Taris Biomedical	Director (prior)	Until acquisition	Company now part of Johnson & Johnson

Board Governance

Independence: Board determined all directors except the CEO (Steven Lo) are independent; Finney is independent under Nasdaq rules .
Committee assignments (as of Mar 28, 2025): Audit Committee member; Nominating & Governance Committee member. He is not a committee chair .
Audit Committee composition and oversight: Finney serves alongside Chair W. Mark Watson and Dr. Elaine Heron; all audit members independent. Committee reviews financial reporting, ESG disclosure controls, related-party transactions, cyber risk, and auditor independence .
Nominating & Governance oversight: Committee chaired by Dr. Heron; oversees board effectiveness evaluations, succession plans, governance guidelines, and sustainability oversight .
Executive sessions: Independent directors held executive sessions at least twice during fiscal 2024 .
Board attendance baseline: The board met six times in 2024; all directors then serving attended ≥75% of board and committee meetings (Finney joined later in Jan 2025) .
Tenure on VXRT board: Appointed January 2025 .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$40,000	Non-employee director
Board Chair cash retainer	$30,000	Not applicable to Finney
Audit Committee	Chair: $20,000; Member: $10,000	Finney is a member, not chair
Compensation Committee	Chair: $12,000; Member: $6,000	Not currently a member
Nominating & Governance	Chair: $10,000; Member: $5,000	Finney is a member
Science & Technology	Chair: $15,000; Member: $7,500	Not a member

Hedging and pledging prohibited for directors under insider trading policy .
Director compensation program reviewed annually; benchmarked to peer group via independent consultant .

Performance Compensation

Equity Component	Grant Size	Vesting	Notes
Initial Award (new directors)	Stock options: 190,800; RSUs: 32,000	Options/RSUs vest in 3 equal annual installments	Automatic upon initial election/appointment after program effective date
Annual Award (continuing directors)	Stock options: 95,400; RSUs: 16,000	Vests on earlier of first anniversary or immediately prior to next annual meeting	Pro-rated for new directors
Change-in-control	—	All outstanding director equity fully vests	Acceleration upon change in control
Clawback/recoupment	—	Awards subject to Company’s Compensation Recovery (clawback) policy	Nasdaq/SEC-compliant clawback adopted Oct 2023; equity plan includes clawback language

Performance metrics: Director equity awards are time-based RSUs/options; no director-specific performance metrics disclosed. Equity plan permits performance awards broadly but none disclosed for directors .
Equity plan guardrails: No option repricing without shareholder approval; no liberal share recycling; dividends on unvested awards not paid; market-based exercise price required .

Other Directorships & Interlocks

Type	Company	Public Listing	Committee Role	Potential Interlock Risk
Operating role	Autobahn Therapeutics	Private	Board Chair (internal)	No Vaxart-related transactions disclosed
Board (prior)	Elsie Biotechnologies	Private (acquired)	—	Now part of GSK; no VXRT transactions disclosed
Board (prior)	Anterios Inc.	Private (acquired)	—	Now part of Allergan; no VXRT transactions disclosed
Board (prior)	Taris Biomedical	Private (acquired)	—	Now part of J&J; no VXRT transactions disclosed
Board (current)	Eirion Therapeutics	Private	—	No VXRT transactions disclosed

Related-party transactions: Company policy requires Audit Committee review; disclosures list indemnity agreements and executive arrangements; no related-party transactions involving Finney are disclosed .

Expertise & Qualifications

Executive operator across early-stage to commercial biotech; led multiple exits (Lundbeck, Nabriva) .
Deep corporate development experience (Allergan) with global remit .
Governance experience across multiple private company boards; transaction literacy with acquirers (J&J, GSK, Allergan) .
Education: MBA (Pepperdine), B.A. Exercise Physiology (CSU Long Beach) .
Audit oversight exposure via current Audit Committee service and seasoned audit chair colleague; board defined risk oversight includes cyber and ESG disclosure controls .

Equity Ownership

Metric	Apr 10, 2025 (Record Date Mar 26, 2025)	Jul 29, 2025 (Special Meeting Record Date)
Shares beneficially owned	0	0
Percent of outstanding	<1%	<1%

Ownership guidelines: Not disclosed for directors; Company prohibits hedging/pledging by directors .

Governance Assessment

Strengths:
- Independence and active committee service (Audit; Nominating & Governance), supporting board effectiveness and oversight of financial reporting, cyber risk, ESG disclosure controls, and board composition .
- Robust director equity program aligned to shareholder value with clear vesting and change-in-control terms; clawback regime in place; hedging/pledging prohibited—strong alignment and risk hygiene .
- Board process signals engagement: executive sessions of independent directors; ≥75% attendance baseline in 2024 .
Weaknesses / RED FLAGS:
- Zero beneficial ownership reported for Finney as of April and July 2025—skin-in-the-game concern until initial/annual director grants accrue and/or personal shareholding increases .
- Company-level listing risk context: Nasdaq bid-price deficiencies led to OTCQX trading suspension and reverse split proposals, elevating governance and capital markets execution scrutiny (not directed at Finney individually but heightens board risk oversight demands) .
Shareholder feedback signals:
- Say-on-pay support: ~67% approval at 2024 annual meeting; prior year ~62%—moderate support, indicates room for continued pay program refinement .
Compensation peer group governance:
- Peer groups disclosed and benchmarked via Aon; mix of pre-commercial biopharma peers helps calibrate director/executive pay and equity burn .

Overall, Finney brings pragmatic operating and transaction experience with independent status and meaningful committee work. The main director-specific alignment risk is current zero share ownership; equity grants and future personal holdings should be monitored to strengthen alignment. Board should continue rigorous oversight of capital structure actions and investor communications given the reverse split context and listing compliance pressures .