GeoVax Labs, Inc. filed an 8-K on November 6, 2026, disclosing that its Board of Directors terminated President and Chief Executive Officer David A. Dodd for Cause, effective November 5, 2026.

Key Highlights

  • Termination effective immediately: David A. Dodd was terminated as President and CEO of GeoVax Labs on November 5, 2026, effective immediately.
  • Reason given: The Board determined the termination constitutes a termination for "Cause" as defined in the Employment Agreement dated September 1, 2018, based on Mr. Dodd's refusal to comply with Board-approved directives.
  • Director role retained: Mr. Dodd remains a director of the company and Chairman of the Board of Directors following his termination as an officer.
  • Severance withheld: Because the company is treating the termination as for Cause, it does not intend to pay the severance compensation, which would have included a cash payment equal to three times his then base salary and then target annual bonus, plus full vesting of all stock options.
  • Potential dispute: The filing notes that Mr. Dodd may dispute the Board's determination, and if a court or arbitrator ultimately found the termination was not for Cause, the company could be required to pay the full severance and accelerate stock option vesting.
  • Unrelated to financials: According to the filing, "Mr. Dodd's termination is unrelated to the Company's business operations, financial results, or previously filed financial statements."

GeoVax Board Cites Refusal to Follow Directives in Dodd Dismissal

GeoVax Labs, Inc. (NASDAQ:GOVX) disclosed in an 8-K filed November 6, 2026, that its Board of Directors voted to terminate David A. Dodd as President and Chief Executive Officer on November 5, 2026, with immediate effect. The Board characterized the termination as being for "Cause" under the Employment Agreement between the company and Mr. Dodd dated September 1, 2018, citing his refusal to comply with Board-approved directives. Despite his removal as an executive officer, Mr. Dodd continues to serve as a director and as Chairman of the Board of Directors.

The filing makes clear that the for-Cause determination carries financial consequences. Because the company is treating the separation as a Cause termination, it does not intend to provide the severance package that would have applied to a termination without Cause or a resignation for Good Reason. That package would have included a cash payment equal to three times Mr. Dodd's then base salary and then target annual bonus, as well as full acceleration of vesting on all stock options he held. Under the terms of the company's stock incentive plans, stock options held by a participant whose service is terminated for Cause, whether vested or unvested, "generally lapse and cease to be exercisable as of the termination date, as determined by the plan administrator," according to the filing.

The company acknowledged, however, that the for-Cause determination has not been adjudicated by any court or arbitrator, and that Mr. Dodd may dispute the Board's conclusion. If such a dispute were resolved in his favor, the filing states the company could be required to pay the full severance compensation and accelerate option vesting, and could also incur additional legal fees and other costs. The company retains its obligation to pay Mr. Dodd for services performed and expenses incurred before the termination date, and his right to unpaid deferred compensation under the Employment Agreement survives the termination regardless of reason. The filing was signed by Chief Financial Officer Mark W. Reynolds.

What Was Disclosed

GeoVax Labs disclosed the immediate termination of President and CEO David A. Dodd for Cause on November 5, 2026, the withholding of severance benefits, the potential for a legal dispute over that determination, and the fact that the termination is unrelated to the company's financial results.