John B. Payne
Zivo BioscienceAbout John B. Payne
John B. Payne, 77, is Chairman, President and Chief Executive Officer of ZIVO Bioscience; he joined the Board in July 2013, became Chairman in December 2019, and was appointed CEO on January 7, 2022. He previously founded and led Compassion-First Pet Hospitals (2014–2020), served on Mars Pet Care’s Global Leadership Team, and led Banfield Pet Hospitals and Bayer Animal Health (NA) . ZIVO’s 2024 revenue rose to $157,220 from $27,650 in 2023 while net loss widened to $13.38 million; shares outstanding were ~3.76 million as of March 12, 2025 . ZIVO’s stock closed $15.00 (2022), $1.20 (2023), $21.50 (2024), and $13.49 (Oct 10, 2025), highlighting high volatility during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Compassion-First Pet Hospitals | Founder, President & CEO | 2014–2020 | Built 100+ specialty/emergency hospitals across 22 states with 3,000+ employees and 230+ board-certified specialists, elevating patient outcomes . |
| Mars Pet Care | Global Leadership Team member | Prior to 2014 | Senior leadership in global animal health and pet care operations . |
| Banfield Pet Hospitals | President & CEO | Prior to 2014 | Led one of the largest veterinary hospital networks . |
| Bayer Healthcare (Animal Health NA) | President & General Manager | Prior to 2014 | Led North American animal health business . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Veterinary Associates | Vice Chairman | Current | Animal health leadership role . |
| American Humane | Chairman of the Board | Current | Non-profit governance . |
| Ross University (Medicine and Veterinary Medicine) | Vice Chairman, Board of Regents | Current | Academic governance . |
| Nexvet | Director (until acquisition by Zoetis in 2018) | Prior | Biotech board experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 397,754 | 400,000 | 400,000 |
| Target Bonus (% of Salary) | 50%–125% (contract) | 50%–125% (contract) | 50%–125% (contract) |
| Actual Cash Bonus Paid ($) | Not disclosed as paid | $0 (not paid due to financial constraints) | $0 (not paid due to financial constraints) |
| Discretionary/Accrued Bonus ($) | LTI amendment approved 12/22/2022 (eq. value $400k) | $175,000 accrued, unpaid | $200,000 accrued, unpaid |
Notes: Mr. Payne’s employment is at-will; the 2/15/2022 employment agreement sets salary at $400,000 with bonus eligibility 50%–125% of effective salary .
Performance Compensation
| Award Type | Grant/Action Date | Shares/Options | Strike | Vesting | Expiration | Grant-Date Fair Value / Context |
|---|---|---|---|---|---|---|
| Stock Options (LTI amendment) | 12/22/2022 (amendment approval) | Value set at ~$400,000 (options to be awarded under 2021 Plan) | — | Per award agreement | — | Amendment to deliver ~$400k option value . |
| Stock Options (cash-in-lieu) | 6/5/2024 | 50,251 options | $7.96 | Vested immediately | 6/4/2034 | Issued in exchange for prior agreed unpaid $400,000 cash; Black-Scholes assumptions: 5.1-yr term; vol 122.46%; div 0%; r=4.29% . |
| Stock Option Replacement Program | 6/5/2024 | 167,180 replacement options to Payne (of 981,174 total) | $7.96 | Replacement grant (see plan) | 6/4/2034 | Company-wide replacement of 230,064 outstanding options; same Black-Scholes assumptions as above . |
Pay-versus-Performance (PEO-2: Payne):
- Compensation Actually Paid (CAP): $1,063,877 (2022); $400,000 (2023); $1,865,352 (2024), reflecting equity valuation effects .
- Company discloses TSR series and net loss in the table: 2024 TSR “28.47”, Net Loss ($13,385k); 2023 TSR “1.67”, Net Loss ($7,777k); 2022 TSR “20.83”, Net Loss ($8,745k) .
Performance metric architecture: The Short-Term Incentive Program (STIP) references a combination of annually determined company metrics and personal performance, but specific weightings/targets are not disclosed; the Compensation Committee accrued but did not pay cash bonuses for 2023–2024 due to financial constraints .
Equity Ownership & Alignment
| Item (as of Apr 10, 2025, 3,792,373 shares o/s) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 311,807 (7.6% of class) |
| Components | Includes options to purchase 217,431 shares and warrants to purchase 86,467 shares |
| Outstanding CEO Option Lines | 167,180 options (6/5/2024) at $7.96, exp. 6/4/2034; 50,251 options (6/5/2024) at $7.96, exp. 6/4/2034 |
| Hedging / Pledging Policy | Hedging prohibited by insider trading policy; pledging not specifically disclosed |
| Ownership Guidelines | Not disclosed . |
Note: Section 16 compliance was timely in 2024 per proxy; this does not substitute for Form 4 transaction analysis .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date | 2/15/2022 (Payne Contract) |
| Employment Nature | At-will; President & CEO |
| Base Salary | $400,000 |
| Annual Bonus | 50%–125% of effective salary (eligibility) |
| LTI Amendment | 12/22/2022 Board-approved; options valued ~$400,000 under 2021 Plan |
| Severance | Proxy discloses accruals upon termination limited to accrued but unpaid salary, expenses, and benefits; no severance multiple disclosed |
| Change-in-Control | Not specifically disclosed for Payne (contrast with detailed CoC terms for CFO) |
| Clawback/Other | Company references code of ethics and insider trading (hedging prohibited); clawback provision not specifically described |
Board Governance
- Dual role: Payne is Chairman and CEO; the Board does not have a Lead Independent Director. The Board argues combined role leverages the CEO’s industry knowledge with independent oversight from other directors .
- Board size and independence: Five directors; four independent under Nasdaq standards (Maggiore, Masterson, Cornell, Yaldoo); Payne is not independent .
- Committees:
- Audit (Chair: Alison A. Cornell; members: Masterson, Maggiore; Cornell = “financial expert”) .
- Compensation (Chair: Alison A. Cornell; members: Masterson, Maggiore) .
- Nominating & Corporate Governance (Chair: Masterson; member: Cornell) .
- Meetings/Attendance: Board held 7 meetings in 2024; all directors attended ≥75% .
- Election 2025: Payne and Cornell re-elected as Class III directors to 2028; shareholder votes For/Withhold: Payne 1,681,190/32,957; Cornell 1,681,001/33,146 .
Dual-role implication: Concentration of authority without a Lead Independent Director can raise independence concerns for compensation and oversight; mitigation includes fully independent Compensation and Audit Committees chaired by an independent director .
Compensation & Incentives (Detail Tables)
Summary Compensation (select lines)
| Year | Salary ($) | Bonus Paid ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 397,754 | — | 449,999 | 847,753 |
| 2023 | 400,000 | 0 (not paid) | — | 400,000 |
| 2024 | 400,000 | 0 (not paid) | 338,819 | 738,819 |
STIP treatment and cash preservation: The Compensation Committee accrued but did not pay bonuses to executives for 2023–2024 due to Company financial constraints; $200,000 (2024) and $175,000 (2023) accrued for Payne remain unpaid and payable at the Board’s discretion .
Equity Awards Outstanding (12/31/2024)
| Grant Date | # Options | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| 6/5/2024 (replacement) | 167,180 | $7.96 | 6/4/2034 | Per program; replacement |
| 6/5/2024 (cash-in-lieu) | 50,251 | $7.96 | 6/4/2034 | Vested immediately |
Note: Prior option lines for Payne in 2021–2022 (e.g., 32,000 @ $33.00; 31,836 @ $17.16) appear in 2023 outstanding table; 2024 replacement suggests consolidation into new instruments at $7.96 .
Related Party Transactions (Alignment/Red Flags)
- CEO bridge financing: On April 3, 2023, the Company issued Payne a $1.0 million 10% promissory note (matured Oct 2, 2023, repaid) plus a warrant for 65,000 shares at $17.46 expiring April 3, 2026 .
- 2024 capital support: The Company sold 520,435 shares for $3.79 million to related parties (including Payne, Cornell, Maggiore, HEP Investments) and others; Payne invested $100,000 and received 634 warrants in 2024 transactions .
Governance policy: Related party transactions require Audit Committee review for amounts exceeding the lesser of $120,000 or 1% of average total assets; policy in place .
Performance & Track Record
- Strategy and pipeline: 23 poultry studies completed; University of Delaware LPAI proof-of-concept showed reduced viral shedding and delayed transmission in treated birds; USDA CVB jurisdiction determination de-risks regulatory path for poultry biologic .
- 2024 financials: Revenue $157k; Gross margin ~$49k; G&A $10.28m (driven by non-cash equity); R&D $3.13m; Net loss $13.38m; Cash $1.54m at year-end; substantial doubt about going concern noted .
- Stock performance context during tenure (annual closes): 2022: $15.00; 2023: $1.20; 2024: $21.50; 2025 YTD (Oct 10, 2025): $13.49 .
- Say-on-Pay 2025: Approved (For 1,665,583; Against 48,443; Abstain 121; 792,911 broker non-votes) .
Compensation Committee Analysis
- Committee composition: Independent directors Cornell (Chair), Masterson, Maggiore .
- Consultant/peer group: The Committee has authority to appoint advisors; specific consultant engagement or compensation peer group usage not disclosed in the latest proxy .
- Pay design changes: 6/5/2024 “Employee Stock Option Replacement Program” replaced legacy options with new at-the-money options (Payne 167,180 shares) and issued immediate-vest options (50,251) in lieu of unpaid cash—features that reduce retention hooks versus longer vesting .
- Cash discipline: Bonuses accrued but not paid for 2023–2024 due to financial constraints .
Board Service (Director) Compensation (for context)
- Non-employee directors (not Payne) moved from options to restricted stock; annual Board cash stipend increased from $40k to $50k starting with next service year (2024 amendments) .
- In 2024, large equity issuance replaced director options and covered unpaid 2023 director fees in stock—signals acute cash conservation .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting: All proposals passed; say-on-pay received strong approval (see vote counts above) .
- The Company intends to hold annual say-on-pay votes; frequency policy reaffirmed (from 2020 vote) .
Risk Indicators & Red Flags
- Going concern: Substantial doubt disclosed; near-term financing needs highlighted .
- Equity structure: Option replacement and immediate vesting in 2024 may weaken retention alignment; director stock in lieu of fees and significant non-cash comp emphasize cash constraints .
- Dual role: Chairman/CEO with no Lead Independent Director elevates governance risk; committee independence and activity partially mitigates .
- Hedging prohibition in insider policy; no explicit pledging disclosure—monitor for any future pledging updates .
- Insider trading/Form 4: Proxy notes timely Section 16 filings in 2024; detail of transactions not provided in proxy—additional Form 4 review recommended .
Investment Implications
- Alignment/momentum: Payne has provided bridge capital, participated in 2024 equity raises, and holds significant options/warrants—positive skin-in-the-game signal amid capital scarcity .
- Retention risk: 2024 awards vested immediately or via replacement, reducing forward vesting “handcuffs”; future equity cadence/terms will be important to watch, especially if talent market tightens .
- Pay-for-performance: Cash bonuses withheld in 2023–2024 support cash conservation; however, equity re-striking/replacement and immediate vesting can be viewed as lower risk to the executive versus performance-vested equity—investors may push for PSU/TSR constructs if liquidity improves .
- Governance: Combined CEO/Chair without Lead Independent Director is a structural overhang; strong committee independence and 2025 say-on-pay approval limit near-term pressure, but governance-sensitive holders may advocate for a lead independent role .
- Trading signals: Near-term price action likely driven by financing cadence, program milestone execution (USDA CVB path), and nutraceutical commercialization; cash preservation actions (equity in lieu, option programs) indicate continued dilution risk until revenues scale .
Appendix: Key Votes and Ownership (Selected Tables)
2025 Annual Meeting Results
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect John B. Payne (Class III) | 1,681,190 | 32,957 | — | 792,911 |
| Elect Alison A. Cornell (Class III) | 1,681,001 | 33,146 | — | 792,911 |
| Ratify Auditor (BDO) | 2,438,089 | 53,549 | 15,420 | — |
| Say-on-Pay | 1,665,583 | 48,443 | 121 | 792,911 |
Security Ownership (as of Apr 10, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John B. Payne | 311,807 | 7.6% | Includes 217,431 options; 86,467 warrants . |
| All current directors and officers (6 persons) | 2,217,933 | 48.9% | Includes options 648,487; warrants 97,475 . |
Company Financial Snapshot (FY 2024 vs 2023)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | 27,650 | 157,220 |
| Gross Margin ($) | 11,610 | 48,952 |
| Net Loss ($) | (7,777,184) | (13,384,836) |
| Cash ($, 12/31) | — | 1,542,442 |
Stock Performance Markers
| Period End | Close ($) |
|---|---|
| 2022 Year-End | 15.00 |
| 2023 Year-End | 1.20 |
| 2024 Year-End | 21.50 |
| 2025-10-10 | 13.49 |
Notes on stock data: figures reflect split/adjustments per source methodology; ZIVO trades OTCQB under ZIVO; warrants trade on OTC Pink as ZIVOW .
Sources
- 2025 DEF 14A (Apr 25, 2025): governance, compensation, ownership, policies .
- 2024 DEF 14A (Apr 26, 2024): background, prior awards, director policy .
- 8-K (Jan 11, 2022): CEO appointment .
- 8-K (June 11, 2025): annual meeting vote results .
- 2024 10-K (Mar 18, 2025): business, trials, financials, risk .
- Stock price history: Macrotrends (see table) .