Stockholder Communications with the Board of Directors

Any stockholder who wishes to communicate directly with our Board of Directors should do so in writing, addressed to GeoVax Labs, Inc., c/o Audit Committee Chair, 1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080. Communications sent to individual directors must clearly indicate the name of the director for whom they are intended. Unless marked “Confidential”, we screen mail addressed to the Board, its Committees, or any specified individual director for security purposes and to ensure that the mail relates to discrete business matters that are relevant to our Company. Mail that satisfies these screening criteria is required to be forwarded to the appropriate director or directors. If marked “Confidential”, these communications will not be screened by management before they are delivered to the Audit Committee Chair. Stockholders who wish to submit director nominees for consideration by the Nominating and Governance Committee should follow the directions at “Director Nomination Process.”

Code of Business Conduct and Ethics

Our Board of Directors has adopted a written Code of Business Conduct and Ethics, a copy of which is available on our website atwww.geovaxwww.geovax.com.com. The Company will provide a copy of the Code of Ethics upon request to any person without charge. Such requests may be transmitted by regular mail in the care of the Corporate Secretary. We require all officers, directors and employees to adhere to this code in addressing the legal and ethical issues encountered in conducting their work. The code requires that employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in our best interest. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the code. The Sarbanes-Oxley Act of 2002 requires certain companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We have such procedures in place.

The Company will post on its website, www.geovax.com, or will disclose on a Form 8-K filed with the SEC, any amendments to, or waivers from, a provision of the Code of Ethics that applies to the Chief Executive Officer or the Chief Financial Officer, or persons performing similar functions, and that relate to (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons identified in the code; or (v) accountability for adherence to the Code of Ethics. Any waiver granted to an executive officer or a director may only be granted by the Board and will be disclosed, along with the reasons therefor, on a Form 8-K filed with the SEC. No such waivers were granted in 2015.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, as well as certain affiliates of those persons, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports we received and written representations that no other reports were required to be filed for those persons, we believe that, during 2015, all of our executive officers, directors and owners of more than 10% of our common stock filed all reports required by Section 16(a) on a timely basis.2022.

Security Ownership of Principal Stockholders,
Directors and Executive OfficersEXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers:

David A. Dodd. Mr. Dodd joined the Board of Directors in March 2010, becoming Chairman of our Board of Directors on January 1, 2011. Effective September 5, 2018, Mr. Dodd became our President and Chief Executive Officer. Mr. Dodd’s full biographical information is set forth above under “Corporate Governance – Composition of the Board.”

Kelly T. McKee,M.D. Dr. McKee was appointed as our Chief Medical Officer effective January 6, 2022, and served in that role on a part-time consulting basis until becoming a full-time employee effective March 1, 2023. Dr. McKee has over 30 years of experience in research and development, with specific expertise in vaccines, emerging diseases, biodefense, and respiratory viral infections. His progressive clinical research experience began in 1981 at Fort Detrick, Frederick, MD., United States, where he held a variety of leadership positions in virology, immunology, preventive medicine, and clinical research and development with the U.S. Army, retiring as a Colonel in 2001. Dr. McKee subsequently served as State Epidemiologist in North Carolina, and as Senior Director of Clinical Research at DynPort Vaccine Company. He then held multiple leadership roles, including Vice President and Managing Director of Public Health and Government Services, and Vice President for Vaccines and Public Health in the Infectious Diseases and Vaccines Center of Excellence, at Quintiles/QuintilesIMS (now IQVIA) for more than 10 years. Since 2017 he has provided contract clinical development and medical advisory services to biopharmaceutical industry in infectious diseases and related areas. Dr. McKee earned an M.D. from the University of Virginia School of Medicine, and a Master of Public Health from Johns Hopkins University School of Hygiene and Public Health in Baltimore, MD. He has authored or co-authored more than 100 peer-reviewed publications and book chapters.

Mark J. Newman,Ph.D. Dr. Newman joined the Company as our Chief Scientific Officer on August 25, 2020 on a part-time basis, becoming a full-time employee effective March 1, 2022. Dr. Newman, who previously served the Company as vice president of research and development from 2010 to 2013, worked for the Company on a part-time basis until March 2022, at which time he became a full-time employee. Prior, he served senior management positions at PaxVax, Pharmexa A/S, Epimmune, Vaxcel, Apollon, and Cambridge Biotech. During his 30-year career he shepherded the development of experimental vaccine and adjuvant products through preclinical research and into Phase 1 & 2 clinical testing. He is widely published in peer review publications and holds 10 U.S. patents. He holds a dual B.Sc/M.Sc. degree in Agriculture and Pre-Veterinary Medicine from the Ohio State University and a his Ph.D. in Immunology at the John Curtin School for Medical Research, The Australian National University, Canberra.

Mark W. Reynolds, CPA. Mr. Reynolds joined the Company in October 2006 as Chief Financial Officer and Corporate Secretary. From 2004 to 2008, Mr. Reynolds served as Chief Financial Officer for HealthWatchSystems, Inc. a privately-held company in the consumer healthcare industry. From 2004 to 2006, he served as Chief Financial Officer for Duska Therapeutics, Inc., a publicly-held biotechnology company. From 1988 to 2002, Mr. Reynolds worked for CytRx Corporation, a publicly-held biopharmaceutical company, where he first served as Controller and then as Chief Financial Officer. Mr. Reynolds began his career as an auditor with Arthur Andersen & Co. from 1985 to 1988. He is a certified public accountant and holds a Master of Accountancy degree from the University of Georgia.

John W. Sharkey, Ph.D. Dr. Sharkey joined the Company as our Vice President, Business Development, effective June 13, 2022. Prior to his current appointment, he served as our part-time Head of Business Development pursuant to a consulting agreement. Previously, as CEO of Largent Health, LLC, he oversaw the development strategy for three 510(k) medical devices incorporating a proprietary antimicrobial technology, eventually leading to the registration and commercial launch of the 1^st FDA cleared dental cavity cleanser with antimicrobial claims. In 2010, Dr. Sharkey founded Cogas Consulting, LLC, a consultancy providing executive management, technical development, regulatory and business development services to small and mid-size pharma and medical device companies. He has also assisted several companies in their financing activities. Prior to the above, he held senior executive positions within both Novartis and Shionogi and was involved in several notable partnering transactions including Novartis obtaining European rights to Lucentis® as well obtaining global rights to Focalin® and Focalin® XR and Shionogi’s global license for Osphena®. Dr. Sharkey holds a Ph.D. in Chemistry from the University of Buffalo and a B.S. in Chemistry from the State University of New York at Oneonta.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of our common stock as of April 15, 2016June 2, 2023 by (1)(i) each director; (2)(ii) each of our Named Executive Officers; (3)the executive officers named in the summary compensation table; and (iii) all executive officers and directors as a group; and (4) each additionalgroup. We do not know of any person who is known by us to beneficially ownowns more than 5% of our common stock.stock as of June 2, 2023. Except as otherwise indicated in footnotes to this table or, where applicable, to the extent authority is shared by spouses under community property laws, to our knowledge, the holders listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

* Less than 1%

(10)	Includes options327,648 shares of Common Stock and stock options/warrants to purchase 1,391,029765,231 shares of common stock exercisable within 60 days of April 15, 2016. Unless otherwise noted, none of our Directors or Executive Officers have pledged any of their beneficially-owned shares as security for any obligation.
(11)	The address for this stockholder is Administration Building, 201 Dowman Drive, Atlanta, Georgia 30322.
(12)	The address for this stockholder is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. Includes 309,799 shares of common stock, 15,280,331 shares of common stock issuable upon conversion of Series C Preferred Stock, and warrants to purchase 15,438,038 shares of common stock exercisable within 60 days of April 15, 2016.The Series C Preferred Stock, and the warrants owned by this stockholder contain exercise and conversion limitations providing that a holder thereof may not convert or exercise (as the case may be) to the extent (but only to the extent) that, if after giving effect to such conversion or exercise (as the case may be), the holder or any of its affiliates would beneficially own in excess of either 4.99% (for conversion of the Series C Preferred Stock) or 9.99% for exercise of warrants (the “Maximum Percentage”) of the outstanding shares of common stock immediately after giving effect to such conversion or exercise (as the case may be). To the extent the above limitation applies, the determination of whether a share of preferred stock or warrant shall be exercisable or convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). Sabby Management, LLC shares voting and investment power with respect to these shares on behalf of this stockholder.  As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of this stockholder.  Each of Sabby Management, LLC and Hal Mintz disclaim beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.  Except as described above, none of the holders has had, within the past three years, any position, office or other material relationship with the Company or any of our predecessors or affiliates.
(13)	The address for this stockholder is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. Includes 340,715 shares of common stock, 15,180,331 shares of common stock issuable upon conversion of Series C Preferred Stock, and warrants to purchase 15,438,038 shares of common stock exercisable within 60 days of April 15, 2016.The Series C Preferred Stock, and the warrants owned by this stockholder contain exercise and conversion limitations providing that a holder thereof may not convert or exercise (as the case may be) to the extent (but only to the extent) that, if after giving effect to such conversion or exercise (as the case may be), the holder or any of its affiliates would beneficially own in excess of 4.99% (for conversion of the Series C Preferred Stock) or 9.99% (for exercise of warrants) (the “Maximum Percentage”) of the outstanding shares of common stock immediately after giving effect to such conversion or exercise (as the case may be). To the extent the above limitation applies, the determination of whether a share of preferred stock or warrant shall be exercisable or convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by the holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). Sabby Management, LLC shares voting and investment power with respect to these shares on behalf of this stockholder.  As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of this stockholder.  Each of Sabby Management, LLC and Hal Mintz disclaim beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.  Except as described above, none of the holders has had, within the past three years, any position, office or other material relationship with the Company or any of our predecessors or affiliates.days.

Executive CompensationEXECUTIVE COMPENSATION

The following tables and disclosures that follow set forth the compensation and certain other information with respect toto: (1) all individuals serving as our “Named Executive Officers”. The Named Executive Officers for 2015 include our chiefprincipal executive officer during 2022; and the(2) our two other most highly compensated individualsexecutive officers, other than the principal executive officer, who were serving as executive officers as of December 31, 2015. Our2022. We refer to these officers as our “Named Executive Officers.”

Summary Compensation Table

The following table sets forth information concerning the total employee compensation earned during 2022 and 2021 by our Named Executive Officers for 2015 were:Officers.

Employment Agreements

●     Robert T. McNally, Ph.D., President and Chief Executive Officer

●     Mark W. Reynolds, Chief Financial Officer

●     Harriet L. Robinson, Ph.D., Chief Scientific Officer

Employment Agreements

Robert T. McNally.David A. Dodd  On March 20, 2008, GeoVax entered into an employment agreement with Robert T. McNally, Ph.D. to become. Mr. Dodd serves as our President and Chief Executive Officer effective Aprilunder an employment agreement dated September 1, 2008.2018. The employment agreement has no specified term. The employment agreement providedprovides for an initial annual base salary to Mr. Dodd (currently $371,000), subject to periodic increases as determined by the Board. Mr. Dodd is also eligible for an annual bonus, as determined by the Board. Mr. Dodd is eligible for annual grants of $200,000awards from our equity incentive plans as determined by the Board. Mr. Dodd also is eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees.

Our employment agreement with Mr. Dodd provides that we will pay severance compensation to Mr. Dodd in the event his employment is terminated by the Company without cause or by Mr. Dodd with good reason (as defined in the agreement). If we terminate Mr. Dodd’s employment not for cause or he resigns for good reason, then we would pay (a) an amount in cash equal to three times his then base salary and target annual bonus and (b) all stock option grants held by Mr. Dodd will be fully vested. The agreement also addresses his compensation upon termination if there is a change in control (as defined). If we terminate Mr. Dodd’s employment not for cause or he resigns for good reason at any time during the three month period which immediately precedes a change in control (as defined) or during the one year period following a change in control, then we would also pay Mr. Dodd an amount in cash equal to (x) three times the cost to provide 401(k) or other deferred compensation or health and welfare benefits to him, and (y) a tax gross-up payment (if an excise tax is imposed by § 4999 of the Internal Revenue Code or any related interest or penalties are incurred by him).

Mark J. Newman, PhD. Dr. Newman serves as our Chief Scientific Officer under an employment agreement dated August 25, 2020, which was amended and restated effective March 1, 2022. The employment agreement has no specified term. The employment agreement, as amended, provides for an annual base salary to Dr. McNally,Newman (currently $291,500), subject to periodic increases as determined by the Compensation Committee. The Board of Directors may also approve the payment of a discretionary bonus annually. Dr. McNallyNewman is eligible for annual grants of awards from our 2006 Equity Incentive Plan (the “2006 Plan”)equity incentive plans as determined by the Board. Dr. Newman is eligible for health insurance and is entitled401(k) benefits at the same level and subject to participate in any andthe same conditions as provided to all benefits in effect from time-to-time for employees generally. We may terminate theother employees.

Our employment agreement with or without cause. IfDr. Newman provides that, if we terminate thehis employment agreement without cause, we will be requiredpay a severance payment in the form of monthly payments of base salary for a period equal to provide Dr. McNally at least 30 days prior notice of the termination and one week of severance pay for each full year of service as President and Chief Executive Officer.service. Additionally, if we terminate Dr. McNally may terminate theNewman’s employment agreement at any time by giving us 60 days notice. In that event, he would not receive severance. In October 2013, our Board of Directors approved an amendment toduring the employment agreement with Dr. McNally. The 2013 amendment includes severance provisions in the event ofthree month period which immediately precedes a change in control (as defined in the amendment) andamended employment agreement) or during the one year period following a qualifying termination of employment. See the discussion under “Potential Payments Upon Change-in-Control” below. In February 2014, Dr. McNally reducedchange in control, then we would pay an amount in cash equal to (a) two times his time commitment to the company from 100% to 60%, and histhen base salary was adjusted proportionately from $275,000and target annual bonus, (b) two times the cost to $165,000.Dr. McNally has recently agreedprovide 401(k) or other deferred compensation or health and welfare benefits to defer receipthim, (c) full, complete vesting of all but $25,000stock options, restricted stock grants or other equity or equity-type grants, and (d) a tax gross-up payment (if an excise tax is imposed by §4999 of his salary in order to assist the Company in managing its cash flow. He will continue to devote 60%Internal Revenue Code or any related interest or penalties are incurred by him). The change of his time to the Company. control provision also provides for full and complete vesting of all stock option grants held by him.

Mark W. Reynolds.  On Mr. Reynolds serves as our Chief Financial Officer under an employment agreement dated January 1, 2010 GeoVax entered into anand amended and restated employment agreement with Mark W. Reynolds, our Chief Financial Officer.on October 22, 2013. The employment agreement has no specified term. The employment agreement, as amended, provides for an initial annual base salary of $212,600 to Mr. Reynolds.Reynolds (currently $254,500), subject to periodic increases as determined by the Compensation Committee. The Board of Directors may also approve the payment of a discretionary bonus annually. Mr. Reynolds is eligible for annual grants of awards from our equity incentive plans as determined by the 2006 PlanBoard. Mr. Reynolds is eligible for health insurance and is entitled401(k) benefits at the same level and subject to participate in any andthe same conditions as provided to all benefits in effect from time-to-time for employees generally. We may terminate theother employees.

Our employment agreement with or without cause. IfMr. Reynolds provides that, if we terminate thehis employment agreement without cause, we will be requiredpay a severance payment in the form of monthly payments of base salary for a period equal to provide Mr. Reynolds at least 30 days prior notice of the termination and one week of severance pay for each full year of service as Chief Financial Officer.service. Additionally, if we terminate Mr. Reynolds may terminate theReynolds’ employment agreement at any time by giving us 60 days notice. In that event, he would not receive severance. In October 2013, our Board of Directors approved an amendment toduring the employment agreement with Mr. Reynolds. The 2013 amendment includes severance provisions in the event ofthree month period which immediately precedes a change in control (as defined in the amendment) and a qualifying termination of employment. Seeamended employment agreement) or during the discussion under “Potential Payments Upon Change-in-Control” below. In December 2014, the Compensation Committee awarded Mr. Reynolds a bonus of $2,000 and approved an increase to his base salary from $212,600 to $223,230, effective January 1, 2015. In December 2015, the Compensation Committee awarded Mr. Reynolds a bonus of $2,000 and approved an increase to his base salary from $223,230 to $234,392, effective January 1, 2016.Mr. Reynolds has recently agreed to defer receipt of 40% of his salary in order to assist the Company in managing its cash flow. He will continue to devote 100% of his time to the Company.

Harriet L. Robinson.  On November 19, 2007, GeoVax entered into an employment agreement with Harriet L. Robinson, our Chief Scientific Officer. The employment agreement has no specified term. The employment agreement provided for an initial base salary of $250,000 to Dr. Robinson, subject to periodic increases as determined by the Compensation Committee. Dr. Robinson initially worked part-time for the Company, and became a full-time employee in February 2008. The Board of Directors may also approve the payment of a discretionary bonus annually. Dr. Robinson is eligible for grants of awards from the 2006 Plan and is entitled to participate in any and all benefits in effect from time-to-time for employees generally. We may terminate the employment agreement, with or without cause. If we terminate the employment agreement without cause, we will be required to provide Dr. Robinson at least 30 days prior notice of the termination and one week of severance pay for each full year of service. Dr. Robinson may terminate the employment agreement at any time by giving us 60 days notice. In that event, she would not receive severance. In October 2013, our Board of Directors approved an amendment to the employment agreement with Dr. Robinson. The 2013 amendment includes severance provisions in the event ofperiod following a change in control, (as definedthen we would pay an amount in cash equal to (a) two times his then base salary and target annual bonus, (b) two times the amendment)cost to provide 401(k) or other deferred compensation or health and welfare benefits to him, (c) full, complete vesting of all stock options, restricted stock grants or other equity or equity-type grants, and (d) a qualifying terminationtax gross-up payment (if an excise tax is imposed by §4999 of employment. See the discussion under “Potential Payments Upon Change-in-Control” below. In April 2013, Dr. Robinson reduced her time commitment to the company to 80% in conjunction with a prorata reductionInternal Revenue Code or any related interest or penalties are incurred by him). The change of her then annualized salarycontrol provision also provides for full and complete vesting of $265,750 to $212,600, and in January 2016, Dr. Robinson further reduced her time commitment to the company to 50% in conjunction with a prorata reduction of her annualized salary to $132,875. Dr. Robinson has recently agreed to defer receipt of 50% of her remaining salary in order to assist the Company in managing its cash flow. She will continue to devote 50% of her time to the Company.

all stock option grants held by him.

In October 2006Outstanding Equity Awards

GeoVax has awarded stock options to its senior management and other employees, pursuant to the GeoVax Labs, Inc. 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan was adopted by the Board on June 19, 2020 to provide equity-based and/or incentive awards to selected employees, directors, and our subsidiary, GeoVax, Inc. entered into indemnification agreements with Messrs. McNally, Reynolds, Kollintzas and Spencer. Pursuant to these agreements, we have agreed to indemnify them to the full extent permitted by Illinois and Georgia law against certain liabilities incurred by these individuals in connection with specified proceedings if they acted in a manner they believed in good faith to be in or not opposed to the best interestsindependent contractors of the Company or its affiliates. The terms of these awards typically provide for vesting over a defined period of time and the options expire if not exercised within ten years from the date of grant. The Company does not have a formula for determining stock option awards. Awards are generally based on the subjective judgment of the President and Chief Executive Officer and on the Compensation Committee’s subjective judgment. The following table sets forth certain information with respect to unexercised options previously awarded to our Named Executive Officers that were outstanding as of December 31, 2022. The table also includes warrants, if any, criminal proceeding, had no reasonable causegranted to believe that such conduct was unlawful. The agreements also provide for the advancementour Named Executive Officers upon payment of expenses to these individuals subject to specified conditions.deferred compensation.

Potential Payments Upon a Change-in-Control

Option Awards
		Number of Securities Underlying Unexercised Options
										Option Exercise			Option Expiration
Name		(#) Exercisable				(#) Unexercisable				Price ($)			Date
David Dodd			-				250,000	(1)		$	0.755		12/7/32
			34,333				68,667	(2)			3.82		12/7/31
			182,000				91,000	(3)			2.79		12/2/30
			81,870	(4)			-				5.00		9/29/25
Mark Reynolds			-				100,000	(1)			0.755		12/7/32
			16,066				32,134	(2)			3.82		12/7/31
			85,333				42,667	(3)			2.79		12/2/30
			60,184	(4)			-				5.00		9/29/25
Mark Newman, PhD			-				100,000	(1)			0.755		12/7/32
			8,566				17,134	(2)			3.82		12/7/31
			23,333				11,667	(3)			2.79		12/2/30

(1)

These stock options were granted subject to stockholder approval of an amendment to the 2020 Stock Incentive Plan increasing the maximum aggregate number of shares of common stock that may be issued pursuant to the 2020 Plan. Assuming such approval, these stock options will vest and become exercisable in equal installments on December 7, 2023, 2024 and 2025.

(2)

The unexercisable portion of these stock options vest and become exercisable in equal installments on December 7, 2023 and 2024.

(3)

The unexercisable portion of these stock options vest and become exercisable on December 2, 2023.

(4)

Warrants granted as partial payment of deferred compensation occurring on September 29, 2020.

Our 2006 Equity IncentiveThe 2020 Plan contains provisions that could lead to an accelerated vesting of options or other awards. In the event of certain change-in-control transactions described in the 20062020 Plan, (i) outstanding options or other awards under the 2006 Plan may be assumed, converted or replaced; (ii) the successor corporation may substitute equivalent options or other awards or provide substantially similar consideration to 20062020 Plan participants as were provided to stockholders (after taking into account the existing provisions of the options or other awards); or (iii) the successor corporation may replace options or awards with substantially similar shares or other property.

In the event the successor corporation (if any) refuses to assume or substitute options or other awards as described (i) the vesting of any or all options or awards granted pursuant to the 20062020 Plan will accelerate upon the change-in-control transaction, and (ii) any or all options granted pursuant to the 2006 PlanPlans will become exercisable in full prior to the consummation of the change-in-control transaction at such time and on such conditions as the Compensation Committee determines. If the options are not exercised prior to the consummation of the change-in-control transaction, they shall terminate at such time as determined by the Compensation Committee. Subject to any greater rights granted to 20062020 Plan participants under the 20062020 Plan, in the event of the occurrence of a change-in-control transaction any outstanding options or other awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

If the Company had experienced a change-in-control transactionevent as described in the 20062020 Plan on December 31, 2015,2022, the value of accelerated options for eachthe Named Executive Officer,Officers, based on the difference between the closing price of our common stock on the OTCNasdaq Stock Market on December 31, 2015,2022, and, if lower, the exercise price per share of each option for which vesting would be accelerated for each Named Executive Officer, would be $0.

See “Proposal 3 - Approvalan aggregate of the GeoVax Labs, Inc. 2016 Stock Incentive Plan – Change of Control” for information regarding provisions in the 2016 Plan which relate to certain change-of-control events.

Our employment agreements with each Named Executive Officer provide for payment to each Named Executive Officer if we terminate such Named Executive Officer’s employment without cause. If each Named Executive Officer was terminated without cause on December 31, 2015, the following amounts, which represent one week of pay for each full year of service to the Company, would be payable to each Named Executive Officer as salary continuance under the terms of such Named Executive Officer’s employment agreement: Dr. McNally - $22,212; Mr. Reynolds - $38,636; and Dr. Robinson - $32,708.

In October 2013, our Board of Directors approved amendments to the employment agreements with each Named Executive Officer These 2013 amendments include severance provisions in the event of a change in control and a qualifying termination of employment. Specifically, if a Named Executive Officer is terminated at any time during the three month period which immediately precedes a change in control (as defined in the amendment) or during the one year period following a change in control, then the Company would pay an amount in cash equal to (a) a multiple of the Named Executive Officer’s then base salary and target annual bonus (3x for Dr. McNally, 2x for Mr. Reynolds, and 2x for Dr. Robinson), (b) a multiple of the cost to provide 401(k) or other deferred compensation or health and welfare benefits to the Named Executive Officer (3x for Dr. McNally, 2x for Mr. Reynolds, and 2x for Dr. Robinson), and (c) a tax gross-up payment (if an excise tax is imposed by § 4999 of the Internal Revenue Code or any related interest or penalties are incurred by the officer) pursuant to the amendment. The amendments also provide for full and complete vesting of all stock option grants held by the Named Executive Officers.$-0-.

Summary Compensation TablePay Versus Performance

The following narrative, table,tables and footnotes set forthrelated disclosures provide information concerningabout (i) the total compensation earned during the fiscal years ended December 31, 2015of our principal executive officer (“PEO”), and 2014 by our Named Executive Officers. The individual components of the total compensation reflectedother named executive officers (“Non-PEO NEOs”), as presented in the table are broken outunder "Executive Compensation - Summary Compensation Table" (“SCT”), (ii) the “compensation actually paid” (“CAP”) to our PEO and our Non-PEO NEOs, as follows:calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures.

Salary. Base salary earned during 2015 and 2014. The terms of the Employment Agreements governed the base salaries for Dr. McNally, Mr. Reynolds, and Dr. Robinson.

Bonus. The amount of cash bonuses paid during 2015 and 2014.

Option Awards. The awards disclosed under the heading “Option Awards” consist of the aggregate grant date fair value of the stock option grants during 2015 and 2014 computedThis disclosure has been prepared in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,Compensation – Stock Compensation (“FASB ASC Topic 718”). For a discussionItem 402(v) of Regulation S-K under the various assumptions madeSecurities Exchange Act of 1934, as amended, and methods used for determining such amounts, see footnotes 2 and 9 todoes not necessarily reflect value actually realized by the executives or how our 2015 consolidated financial statements containedcompensation committee evaluates compensation decisions in our Annual Report on Form 10-K for the year ended December 31, 2015.light of company or individual performance.

All Other Compensation. The amounts included under “All Other Compensation” are described in the footnotes to the table.

Outstanding Equity Awards at Fiscal Year-End

GeoVax has awarded stock options to its senior management and other employees. The termsAnalysis of these awards typically provide for vesting over a defined period of time, generally three years. The options expire if not exercised within ten years fromInformation Presented in the date of grant. The Company does not have a formula for determining stock option awards. Awards are generally based on the subjective judgment of the President and Chief Executive Officer and on the Compensation Committee’s subjective judgment.Pay Versus Performance Table

The following table sets forth certain information with respect to unexercised options previously awarded tographs below illustrate the relationship between the CAP for our Named Executive Officers that were outstanding as ofPEO and the average CAP for our Non-PEO NEOs, versus (i) our TSR, and (ii) our net income (loss) for the years ended December 31, 2015.2021 and 2022. TSR amounts reported in the graph assume an initial fixed investment of $100 at December 31, 2020.

Other Benefits Provided to Executive Officers

Mr. Reynolds is eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees. Dr. McNally and Dr. Robinson are eligible for 401(k) benefits at the same level and subject to the same conditions as provided to all other employees, but they are currently ineligible for health insurance due to their time commitment to the Company being less that the required 30 hours per week. GeoVax participates in a multi-employer defined contribution retirement plan (the “401k Plan”) administered by a third party service provider; and the Company contributes to the 401k Plan on behalf of all its eligible employees based upon the same matching formula. The amounts shown in the Summary Compensation Table under the heading “Other Compensation” represent the value of the Company’s matching contributions to the 401(k) accounts of these executive officers. Executive officers did not receive any other perquisites or other personal benefits or property from the Company or any other source.

EQUITY COMPENSATION PLAN INFORMATIONSecurities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information as of December 31, 2015June 2, 2023 with respect to compensation plans under which our equity securities are authorized for issuance. At that date, there were a total of 26,443,649 shares of our common stock outstanding.

(1)         Nonqualified options to executive officers and non-employee directors to purchase 900,000 shares of common stock are contingent upon stockholder approval of the amendment to the 2020 Plan.

(2)         Stock purchase warrants issued in 2020 as part of deferred salary conversions by executive officers and non-employee directors.

Please refer to “Proposal 3. Approval of the GeoVax Labs, Inc. 2016 Stock Incentive Plan” for information regarding securities which will be available for issuance if the 2016 Plan is approved by stockholders.

Director CompensationDIRECTOR COMPENSATION

The following table sets forth information concerning the compensation earned for service on our Board of Directors during the fiscal year ending December 31, 20152022 by each individual who served as a director at any time during the fiscal year.

Director Compensation Plan

Plan.In March 2007,December 2021, the Board of Directors approved a recommendation from the Compensation Committee for director compensation, which we refer to as the “Director Compensation Plan.” It was subsequently amended in March 2008, December 2009, and in December 2010. The Director Compensation Plan applies only to non-employee directors. Directors who are employees of the Company receive no compensation for their service as directors or as members of committees.

Cash Fees

For 2015,– Under the Director Compensation Plan, each non-employee director receivedreceives an annual retainer (paid quarterly) of $5,000$25,000 ($50,000 for a non-employee Chairperson) for service as a member of the Board. In the absence of a non-employee Chairperson of the Board, a non-employee director designated as the Lead Director (currently Dr. McNally) receives an annual cash retainer of $35,000. Each non-employee director also receives an annual retainer of $7,500 ($15,000 for the Chairperson) for service as a member of the Audit Committee, and $3,300$5,000 ($10,000 for the Chairperson) for service as a member of the Compensation Committee, orand $5,000 ($7,500 for the Chairperson) for service as a member of the Nominating and Corporate Governance Committee. The Chairman of the Audit Committee received an annual retainer of $9,000, and the Chairman of each of the Compensation Committee and the Nominating and Corporate Governance Committee received an annual retainer of $6,000. These retainers were also paid quarterly. Non-employee directors also received fees for each Board of Directors or Committee meeting attended as follows: $3,000 for in person Board of Directors meetings ($1,500 for telephonic meetings), $1,000 for in person Committee meeting chaired ($750 for telephonic meetings), and $500 for in person Committee meeting attended as a non-chair member ($400 for telephonic meetings). Mr. Dodd, the non-employee Chairman of the Board during 2015, received an annual retainer of $30,000 (paid quarterly) and was not entitled toNo additional fees are paid for Board meetings attended, but did receive additional fees for committees on which he serves. attended.

Stock Option Grants

Each of our current non-employee directors received a grant of options to purchase 26,400 shares of common stock on the date that such non-employee director was first elected or appointed. –We currently do not have a formula for determining annual stock option grants to directors (upon their re-electionelection to the Board of Directors, or otherwise). Such option grants are currently determined by the Board of Directors, upon recommendation by the Compensation Committee based on the Compensation Committee’s annual deliberations and review of the director compensation structure of similar companies. At its meeting in December 2015,2022, upon a recommendation of the Compensation Committee, the Board of Directors approved an annual stock option grant of 30,00050,000 shares to each of its non-employee members.members for ongoing service as members of the Board of Directors.

Expense Reimbursement

–All directors are reimbursed for expenses incurred in connection with attending meetings of the Board of Directors and committees.

Certain Relationships and Related TransactionsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Approval of Related PartyPerson Transactions

Our Audit Committee is responsible for reviewing and approving all transactions or arrangements between the Company and any of our directors, officers, principal stockholders or any of their respective affiliates, associates or related parties,persons, other than transactions with officers which are covered by the duties of the Compensation Committee. In determining whether to approve or ratify a related partyperson transaction, the Audit Committee will discuss the transaction with management and will consider all relevant facts and circumstances available to it including:

These policies are in writing and included in the Company’s minute book.

Our Board of Directors has made the following findings and adopted the following policies (in writing) regarding related partyperson transactions:

Transactions with Related PartiesPersons

Emory University is a significant stockholder of the Company,Other than compensation arrangements for our Named Executive Officers and our primary product candidates are based on technology rights subjectdirectors, there were no transactions since January 1, 2022, to a license agreement with Emory University, which we refer towere a party or will be a party, in which the amount exceeds $120,000 and in which any “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest. Compensation arrangements for our named executive officers and directors are described above under “Executive Compensation.”

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Wipfli LLP, (Atlanta, GA, PCAOB ID Number 344) has served as the Emory License.Company’s independent registered public accounting firm since 2005. The Emory License, among other contractual obligations, requires payments based on milestone achievements, royalties on salesAudit Committee has appointed Wipfli to serve as the independent registered public accounting firm of GeoVax Labs, Inc. for the fiscal year ending December 31, 2023. Wipfli is considered by the Company or on paymentsAudit Committee and management to the Company by our sublicensees, and paymentbe well qualified. Representatives of maintenance fees in the event certain milestonesWipfli are not met withinexpected to be present at the time periods specified inannual meeting.

Principal Accountant Fees and Services

The aggregate fees billed for the Emory License. We may terminate the Emory License upon 90 days prior written notice. In any event, the Emory License expires on the date of the latest expiration date of the underlying patents. We are also obligatedservices rendered to reimburse Emory University for certain ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to the Emory License. The expense associated with these ongoing patent reimbursements to Emory University amounted to $113,914, $179,958, and $98,042us by Wipfli LLP for the years ended December 31, 2015, 2014,2022 and 2013, respectively.2021 were as follows:

Audit Committee’s Pre-Approval Policies and Procedures

On October 14, 2014, we entered into a letter agreement with Sabby Healthcare Master Fund, Ltd.The Audit Committee has adopted policies and Sabby Volatility Warrant Master Fund, Ltd.procedures for pre-approving all audit and non-audit services provided by our independent auditors (the “Policy”) prior to the engagement of the independent auditors with respect to such services. Under the paymentPolicy, proposed services may be pre-approved on a periodic basis or individual engagements may be separately approved by the Audit Committee prior to themthe services being performed. In each case, the Audit Committee considers whether the provision of a warrant exercise fee of $0.075 per share for each share purchased upon exercise of Series A or Series C Common Stock Purchase Warrants (“Warrants”) heldsuch services would impair the independent auditor’s independence. All services provided by them. Each of these parties at that time held Warrants to acquire an aggregate of 2,666,666 shares of our common stock. They agreed to exercise Warrants equal to 9.98%independent auditors in fiscal 2022 and 2021 were pre-approved by the Audit Committee.

Stockholder ratification of the outstanding sharesAudit Committee’s selection of GeoVax (3,176,000 shares inWipfli as our independent registered public accounting firm for the aggregate) upon executionyear ending December 31, 2023 is not required by our Bylaws, or otherwise. Nonetheless, the Board of Directors has elected to submit the selection of Wipfli to our stockholders for ratification. The selection will be ratified if a majority of the letter,votes cast at the Annual Meeting on the proposal vote in favor. Abstentions and we paidbroker non-votes are not treated as votes cast, and therefore will have no effect on the exercise feeoutcome of $238,200 subsequenteither proposal. If the selection of Wipfli as our independent registered public accounting firm for the year ending December 31, 2023 is not ratified, the matter will be referred to our receiptthe Audit Committee for further review.

Board Recommendation

The Board unanimously recommends a vote “FOR” the ratification of the exercise price.appointment of Wipfli LLP as our independent registered public accounting firm for fiscal 2023.

On February 25, 2015, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is providing this report to enable stockholders to understand how it monitors and oversees the Company’s financial reporting process. The Audit Committee consists of four directors, each of whom are independent in accordance with Sabby Healthcare Master Fund, Ltd.the criteria of independence set forth in Section 301(3)(B) of the Sarbanes-Oxley Act of 2002 and Sabby Volatility Warrant Master Fund, Ltd. (collectively,operates pursuant to an Audit Committee charter that is reviewed annually by the “Purchasers”) providingAudit Committee and updated as appropriate. The Audit Committee charter is available on our web site athttp://www.geovax.com.

Management is responsible for the issuanceCompany’s internal controls and salethe financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

This report confirms that the Audit Committee has: (i) reviewed and discussed the audited financial statements for the year ended December 31, 2022 with management and the Company’s independent public accountants; (ii) discussed with the Company’s independent public accountants the matters required to be discussed by the applicable requirements of the Public Accounting Oversight Board and the Securities and Exchange Commission; (iii) received and reviewed the written disclosures and letter from the Company’s independent public accountants as required by the Public Company Accounting Oversight Board regarding the independent accountants’ independence; and (iv) discussed with the Company’s independent public accountants their independence from the Company.

The Audit Committee of the Board of Directors has considered whether the provision of non-audit professional services rendered by Wipfli LLP, as discussed above and disclosed elsewhere in this Proxy Statement, is compatible with maintaining their independence.

Based upon the above review and discussions, the Audit Committee recommended to the PurchasersBoard of an aggregate of 3,000 shares of our Series C Convertible Preferred Stock (the “Preferred Shares”)Directors that the audited financial statements for the year ended December 31, 2022 be included in the Company’s Annual Report on Form 10-K for filing with the Securities and related warrants for gross proceeds toExchange Commission.

PROPOSAL 3

APPROVAL OF AN INCREASE IN THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK

ISSUABLE UNDER THE GEOVAX LABS, INC. 2020 STOCK INCENTIVE PLAN

FROM 1,500,000 SHARES TO 2,250,000 SHARES

Upon the Company of $3.0 million. We closed this transaction on February 27, 2015. Each Preferred Share was initially convertible into approximately 5,555.55 shares of our Common Stock for an aggregate total of 16,666,666 shares of our Common Stock (the “Conversion Shares”). The termsrecommendation of the Preferred Shares include anti-dilution provisions. Pursuant toCompensation Committee, the CertificateBoard of Designation which authorizedDirectors has approved an increase in the Series C Convertible Preferred Stock, the Preferred Shares may be converted at any time at the option of the Purchasers into shares of our Common Stock at an original conversion price of $0.18 per share (the “Conversion Price”). The Certificate of Designation contains price adjustment provisions, which may, under certain circumstances, (i) reduce the Conversion Price on several future dates, including the effective date of the registration statement to be filed to cover resale of the Conversion Shares, according to a formula based on the then-current market price for our common stock. The Conversion Price is currently $0.09416.

Pursuant to the Securities Purchase Agreement, each Purchaser was also issued a Series D Warrant, a Series E Warrant and a Series F Warrant (collectively, the “Warrants”), each to purchase up to aaggregate number of shares of common stock authorized to be issued under the Company’s CommonGeoVax Labs, Inc. 2020 Stock equalIncentive Plan (the “2020 Plan”), from 1,500,000 shares to 100%2,250,000 shares, as described below in the section entitled “Background.”

Stockholder approval of the Conversion Shares underlying the Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement (up to 16,666,666 sharesincrease in the aggregate for each of the three series of warrants, or approximately 50,000,000 shares in total) (the “Warrant Shares”).  The Series D Warrants had an original exercise price of $0.22 per share, were exercisable immediately, and have a term of exercise equal to five years from the date of issuance.  The Series E Warrants had an original exercise price of $0.18 per share, were exercisable immediately, and have a term of exercise equal to one year from the date of issuance. The Series F Warrants had an original exercise price of $0.22 per share and have a term of exercise equal to five years from the date of issuance, but only vest and become exercisable upon, and in proportion to, the exercise of the one-year Series E Warrants held by each Purchaser (or its assigns). The Warrants contain anti-dilution and price adjustment provisions, which may, under certain circumstances, (i) reduce the exercise price on several future dates, including the effective date of the registration statement to be filed to cover resale of the shares subject to the Warrants, according to a formula based on the then-current market price for our common stock and (ii) reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the exercise price of the Warrants, or if we announce plans to do so. The number of shares subject to warrants will notthe 2020 Plan is required, among other things, in order to comply with the listing standards for the Nasdaq Capital Market requiring stockholder approval of certain material amendments to stock incentive plans. This proposal constitutes the Company’s request that its stockholders approve the increase duein shares subject to such reductions in exercise price. We also issued a warrant to our placement agent to acquire 1,333,333 shares of our common stock at an original exercise price $0.22 per share on substantially the same terms and conditions of the Series D warrants.2020 Plan.

Background

The Purchasers2020 Plan currently is the sole equity compensation plan for the Company. The Board has proposed that the Company’s stockholders also haveapprove a new stock incentive plan, the right to participateGeoVax Labs, Inc. 2023 Stock Incentive Plan, as described in certain future financings, subject to certain exceptions, and may investProposal 4.

The 2020 Plan, which was approved by the stockholders on June 19, 2020, initially authorized the issuance of up to 75% of the aggregate amount invested at that time. The Preferred Shares do not have voting rights except as required by law and are not entitled to a dividend.  When issued, the Conversion Shares will have the voting rights afforded to all shares of Common Stock. The Preferred Shares have a liquidation preference equal to the initial purchase price.

On February 25, 2015, we also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers.  Under the Registration Rights Agreement, we were required to file a registration statement within 30 calendar days after signing the Registration Rights Agreement.  Our failure to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject us to monetary penalties.

On February 15, 2016, we entered into an agreement with Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (the “Purchasers”) with respect to amending the terms of Series E Common Stock Purchase Warrants issued February 27, 2015 (the “Warrants”). Pursuant to the agreement, we agreed to extend the term of the Warrants to August 27, 2016. Each of these parties holds Warrants to acquire an aggregate of 8,333,333 shares of our common stock. The Purchasers agreed to promptly exercise sufficient Warrants such that each Purchaser (together with its Affiliates) shall thereafter be the beneficial owner of 9.98% of the outstanding shares of GeoVax (the “Minimum Purchase”). In connection with all exercises of the Warrants, we agreed to pay each Purchaser of a warrant exercise fee of $0.02916 per share for each share purchased upon exercise of the Warrants. The warrant exercise fee above was paid three (3) business days after we received the cash proceeds of the Minimum Purchase and will be paid within three (3) business days after we receive the cash proceeds from additional Warrants exercised by them.

Proposal 2
Amendment of our Certificate of Incorporation
to Increase the Number of Shares of Authorized Common Stock

Our Certificate of Incorporation (the “Certificate”) currently authorizes us to issue a total of 150,000,0005,000,000 shares of common stock. In order to meet minimum price requirements for initial listing of its common stock $0.001 par value, and 10,000,000 shareson the Nasdaq Capital Market as part of preferred stock, $0.01 par value. Our Board of Directors has approved, and is seekingan underwritten public offering, the Company obtained stockholder approval for a reverse stock split, which it implemented at a ratio of 1-for-20 in September 2020. As a result of the September 2020 reverse stock split, the number of shares that could be issued under 2020 Plan were adjusted from 5,000,000 shares prior to the reverse split to 250,000 shares after the split was effected. On August 11, 2021, the Board and the Company’s stockholders approved an amendment to our Certificateand restatement of Incorporation (the “Amendment”) to implementthe 2020 Plan, which included an increase in the number of shares authorized under the 2020 Plan to 1,500,000 shares.

In December 2022, consistent with the Company’s historical grant practices and upon the recommendation of authorizedthe Compensation Committee, the Board granted options to purchase 196,500 shares of the Company’s common stock $0.001 par value, from 150,000,000to the Company’s non-executive employees, non-employee directors, and independent contractors at an exercise price of $0.755 per share, which was equal to the closing price of the Company’s shares as reported on the Nasdaq Capital Market on the date of grant. The shares subject to 300,000,000.these stock option grants were within the original 1,500,000 authorized shares and are not contingent upon stockholder approval of the increase.

The Company also granted in December 2022, contingent upon stockholder approval of this Proposal 3, options to purchase an aggregate of 900,000 shares of the Company’s common stock to the Company’s executive officers, non-employee directors, and an independent contractor at an exercise price of $0.755 per share, which was equal to the closing price of the Company’s shares as reported on the Nasdaq Capital Market on the date of grant. The number of shares subject to these contingent stock option grants exceeded the number of shares currently authorized to be granted pursuant to the 2020 Plan by 733,300 shares. As a result, the Board is proposinghas approved the Amendment, in substantiallyamendment to the form attached hereto asAnnex A,2020 Plan to increase the number of authorized shares of our common stock from 150,000,000 shares to 300,000,000 shares. Of the 150,000,000 shares of common stock currently authorized by the Certificate, as of April 15, 2016, 37,015,401 shares are issued2,250,000, subject to stockholder approval and outstanding, 285,714 shares are reservedadjustment for issuance upon conversion of outstanding Series B Convertible Preferred shares; 30,460,662 shares are reserved for issuance upon conversion of outstanding Series C Convertible Preferred shares; 52,777,569 shares are reserved for issuance upon exercise of existing stock purchase warrants, and 1,705,500 shares are reserved for future issuance under existing equity incentive plans. Therefore, we are currently limited to the issuance of 27,755,154 shares of common stock. If our stockholders approve the 2016 Stock Incentive Plan, an additional 3,000,000 shares will be reserved for issuance under that plan.anti-dilution purposes.

The Board has unanimously determined thatfollowing includes the Amendment is advisable and inexecutive officers to whom the best interests of the Company and our stockholders, and recommends that our stockholders approve the Amendment. In accordance with the General Corporation Law of the State of Delaware, we are hereby seekingcontingent options subject to stockholder approval of the Amendment by our stockholders.

No changes to the Certificate are being proposed with respect to the number of authorized shares of preferred stock. Other than the proposed increase in the number of authorized shares of common stock, the Amendment is not intended to modify the rights of existing stockholders in any material respect. The additional shares of common stock to be authorized pursuant to the proposed amendment will be of the same class of common stockthis Proposal 3 were made, as is currently authorized under our Certificate of Incorporation.

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to the proposed amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock, and we will not independently provide stockholders with any such rights.

Reasons for the Amendment

The Board of Directors believes that the proposed increase in the number of authorized shares of common stock will benefit the Company by improving our flexibility in responding to future business opportunities. The additional authorized shares will be available for issuance from time to time to enable us to respond to future business opportunities requiring the issuance of shares, the consummation of common stock-based financings, acquisition or strategic joint venture transactions involving the issuance of common stock, or for other general purposes that the Board may deem advisable. We are seeking approval for the amendment at this time because opportunities requiring prompt action may arise in the future, and the Board believes the delay and expense in seeking approval for additional authorized common stock at a special meeting of shareholders could deprive us of the ability to take advantage of potential opportunities.Without an increase in the number of authorized shares of common stock, the Company may be constrained in its ability to raise capital and may lose important business opportunities, which could adversely affect our financial performance and growth. Exceptwell as described herein, there are currently no agreements or understandings regarding the issuance of any of the additional shares of common stock that would become available if the number of authorized shares of common stock is increased as proposed.

In determining the size of the proposed authorized share increase, the Board considered a number of factors, including the number of shares issuable upon conversion ofsubject to each option, the outstanding Series Bgrant date and Series C Preferred Stockexpiration date, exercise price per share, and exercise of outstanding stock options and stock purchase warrants, and that over a number of years the Company may potentially need additional shares in connection with future equity transactions, acquisitions or other strategic transactions.vesting terms:

Other than issuances pursuant to equity incentive plans and currently outstanding warrants and convertible preferred stock, as of the date of this Proxy Statement, we have no current plans, arrangements or understandings regarding the issuance of any additional shares of common stock that would be authorized pursuant to this proposal and there are no negotiations pending with respect to the issuance thereof for any purpose. The Board of Directors does not intend to issue any common stock except on terms which the Board deems to be in the best interests of the Company and its then existing stockholders.

Potential Effects of the Amendment

The proposed increase inFor more information regarding the number of authorized shares of common stock will not have any immediate effect on the rights of our existing stockholders. The Board will have the authorityremaining available for future grants to issue the additional shares of common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or rules of any stock exchange on which our securities may be listed. The issuance of additional shares of common stock will decrease the relative percentage of equity ownership of our existing stockholders, thereby diluting the voting power of their common stock,employees, non-employee directors and depending on the price at which additional shares may be issued, could also be dilutive to the earnings per share of our common stock.independent contractors, see “Executive Compensation— Securities Authorized for Issuance Under Equity Compensation Plans.”

It is possible that a subsequent issuance of these shares could have the effect of delaying or preventing a change in controlGeneral Information of the Company. Shares of authorized and unissued common stock could, within the limits imposed by applicable law, be issued in one or more transactions that would make a change in control of the Company more difficult, and therefore, less likely. Issuances of additional shares of our stock could dilute the earnings per share and book value per share of our outstanding common stock and dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. While it may be deemed to have potential anti-takeover effects, the proposal to increase the authorized common stock is not prompted by any specific effort of which we are aware to accumulate shares of our common stock or obtain control of the Company.2020 Plan

The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. Stockholders do not have preemptive rights with respect to our common stock. Therefore, should the Board determine to issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase such shares in order to maintain their proportionate ownership thereof.

Effectiveness of the Amendment

If the Amendment is approved by our stockholders, it will become effective upon the filing of an amendment to our Certificate of Incorporation, which filing is expected to occur promptly after stockholder approval of this proposal. The text ofAnnex A remains subject to modification to include such changes as may be required by the Secretary of State of the State of Delaware and as the Board deems necessary or advisable to implement the increase in our authorized shares.

The Board of Directors unanimously recommends a vote “FOR” approval of this Proposal to allow for an amendment of our Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000.

Proposal 3
Approval of the GeoVax Labs, Inc.
2016 Stock Incentive Plan

General Information

The Compensation Committee and the Board have adopted the GeoVax Labs, Inc. 2016 Stock Incentive Plan (the “2016 Plan”), subject to stockholder approval. If our stockholders approve the 2016 Plan, it will become effective on June 14, 2016. The 2016 Plan will replace the GeoVax Labs, Inc. 2006 Stock Incentive Plan (the “2006 Plan”), which expires September 28, 2016, and no further grants may be made under the 2006 Plan after that date.As such, the 2016 Plan would serve as the sole equity incentive compensation vehicle for the Company.

The following discussion is qualified by and subject to the terms of the 20162020 Plan, a copy of which is attached asAnnexB A to this proxy statement. We will promptly provide, upon request and without charge, a copy of the full text of the 2016 Plan to each person to whom a copy of this proxy statement is delivered. Requests should be directed to Mark Reynolds, Chief Financial Officer, GeoVax Labs, Inc., 1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080. An electronic copy of the 20162020 Plan is also available free of charge asAnnexB A to the electronic version of this proxy statement on the SEC’s website at www.sec.gov. Stockholders are encouraged to refer to the 20162020 Plan for more complete and detailed information about the 20162020 Plan.

Approval ofThe Board believes the 2016increase in shares available under the 2020 Plan shouldis necessary to provide us with the flexibility and resources we need to use equity compensation and other incentive awards to attract, retain and motivate talented employees, directors and independent contractors who are important to our long-term growth and success. The Board believes that our equity compensation program, as implemented under the 2006 Plansuccess and enhanced under the 2016 Plan, positions us to be more competitive with comparable companies in our industry. The Board also believes that the 2016 Plan will effectively incentivize eligible participants to achieve our business objectives and build stockholder value. In these ways, the 2016 Plan is intended to further align the interests of our employees and other service providers with those of our stockholders.

Stockholder The Board also believes that approval of the 2016share increase will position us to be more competitive with comparable companies in our industry.

We calculate overhang as a measure of shares subject to stock-based awards outstanding or reserved for future grants as a percentage of shares outstanding. As of June 2, 2023, our overhang was approximately 7.9% for the 2020 Plan. This percentage assumes approval of this Proposal 3 resulting in the increase to an aggregate total of 2,250,000 shares authorized for grant under the 2020 Plan.

Burn rate provides a measure of the potential dilutive impact of our annual equity program. Our burn rate for fiscal 2022 was approximately 7.3%, while our three-year average burn rate was approximately 19.5%.

If the stockholders approve this Proposal 3, approximately 16,700 shares will remain available for issuance under the 2020 Plan. However, if the 2023 Plan is requiredapproved by the stockholders pursuant to permitProposal 4, no future grants will be made under the grant of incentive stock options2020 Plan. Awards granted under the 2020 Plan that are outstanding on the 2023 Plan Effective Date (as defined below) will continue in accordance with their terms, and thus shares subject to employee participants in the 2016 Plansuch awards will be issued if and to allow the Compensation Committee, in its discretion, to grantextent provided under such award terms. The following table provides additional information regarding outstanding equity awards that may be intended to qualifyand shares available for issuances under the 2020 Plan as “performance-based” compensation under Code Section 162(m). of June 2, 2023. As of June 2, 2023, there were a total of 26,443,649 shares of common stock outstanding.

If our stockholders do not approve the 2016increase in authorized shares that may be issued under the 2020 Plan, the Board and Compensation Committee will reevaluate itsthe Company’s compensation program alternatives, given that no further awards mayinsufficient shares would be grantedavailable under the 2006 Plan after September 28, 2016.2020 Plan.

“Best Practices” Practices” Integrated Into GeoVax’sGeoVax’s Equity Compensation Program and the 20162020 Plan

Our compensation practices and the 20162020 Plan include a number of features that the Board believes reflect responsible compensation and governance practices and promote the interests of our stockholders, including the following:

Approval

Description of the 20162020 Plan will position GeoVax to continue and expand these “best practices.”

Description of 2016 Plan

Share Limitations

The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the 20162020 Plan is 3,000,000will be 2,250,000 shares (subject to adjustment for anti-dilution purposes). Of if this number,Proposal 3 is approved by the maximum number of shares of common stock that we may issue pursuant to incentive stock options under the 2016 Plan is 3,000,000 shares (subject to adjustment for anti-dilution purposes).stockholders.

The following shares will be counted against the limits described above and will not be available for re-issuance: (i) shares withheld from an award or delivered by a participant to satisfy minimum tax withholding requirements for awards; (ii) shares not issued or delivered as a result of the net settlement of an outstanding award; (iii) shares used to pay the exercise price related to an outstanding award; and (iv) shares repurchased on the open market with the proceeds of the exercise price.

In calculating the 20162020 Plan share limitations described above, the following shares will not be included: (i) shares subject to an award (or any portion of an award) that is canceled, terminates, expires, is forfeited or lapses for any reason; (ii) awards settled in cash; (iii) dividends, including dividends paid in shares; and (iv) any shares subject to an award other than an option or SAR that are not issued for any reason, including by reason of failure to achieve performance goals.

Shares issued under the 20162020 Plan through the settlement, assumption or substitution of outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving GeoVaxthe Company acquiring another entity will not reduce the maximum number of shares available for delivery under the 20162020 Plan. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for awards under the 20162020 Plan and will not reduce the maximum number of shares available under the 20162020 Plan, subject to applicable stock exchangeNasdaq listing requirements, if any.

The number of shares reserved for issuance under the 20162020 Plan may be adjusted in the event of an adjustment in the capital structure of GeoVaxthe Company (due to a merger, change in control, consolidation, recapitalization, stock split, stock dividend or similar event), as provided in the 20162020 Plan.

On April 14, 2016, the closing sales price of our common stock as reported on the OTCQB Market under the symbol “GOVX” was $.08 per share.

Award Limitations

In addition to the share limitations described above, the 2016 Plan includes limits on the amount of participant awards. Specifically, if and to the extent required under Code Section 162(m), no participant may be granted in any 12-month period:

The 2016 Plan also limits awards to non-employee directors. The maximum number of shares that may be subject to awards granted to any non-employee director in any 12-month period is 250,000 (or the equivalent value of such shares based on the fair market value per share of common stock on the date of grant of such an award), provided that any director cash retainer fees or other fees that are settled in shares of common stock will not be subject to this limitation.

In addition, the maximum number of shares that may be issued under the 2016 Plan pursuant to the grant of full value awards may not exceed 250,000 shares.

The participant award limitations and the terms of awards may be adjusted in the event of an adjustment in the capital structure of GeoVax (due to a merger, change in control, consolidation, recapitalization, stock split, stock dividend or similar event) or as otherwise provided in the 2016 Plan.

Purpose and Eligibility; Term

The purposes of the 20162020 Plan are to encourage and enable selected employees, directors and independent contractors of GeoVaxthe Company and its affiliates to acquire or increase their holdings of our common stock and other equity-based interests in GeoVaxthe Company and/or to provide other incentive awards in order to promote a closer identification of their interests with those of GeoVaxthe Company and our stockholders. The 20162020 Plan is also intended to provide flexibility to GeoVaxthe Company in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of our operation largely depends.

If approved by our stockholders, the effective date of the 2016 Plan will be June 14, 2016, and awards will be granted under the 2016 Plan until June 13, 2026or any earlier termination date set by the Board.

The 20162020 Plan’s purposes will be carried out by the granting of awards to selected participants. Awards may be granted to selected employees, directors and independent contractors of GeoVaxthe Company or ourits affiliates, in the discretion of the Administrator (as defined below under “Administration; Amendment and Termination; Minimum Vesting Requirements”). As of April 15, 2016, approximately nineJune 2, there are fifteen employees, four independentdirectors,six non-employee directors, and nofive independent contractors were eligiblewith outstanding equity awards granted pursuant to participate in the 20162020 Plan.

The types of awards authorized under the 20162020 Plan include: stock options in the form of incentive options and/or nonqualified options; SARs in the form of freestanding SARs and/or related SARs; restricted awards in the form of restricted stock awards or restricted stock units; performance awards in the form of performance shares and/or performance units; phantom stock awards; other stock-based awards; and/or dividend equivalent awards. We discuss the material terms of each type of award below under “Types of Awards.”

Administration; Amendment and Termination; Minimum Vesting Requirements

The 2016 Plan may be administered by the Board or, upon its delegation, by the Compensation Committee. As a matter of practice, the Compensation Committee will administeradministers the 20162020 Plan following Board delegation and subject to Board oversight. Each member of the Compensation Committee is intended to be independent under applicable Code Section 162(m) and SEC Rule 16b-3.16b-3 and Nasdaq listing rules. The Board and the Compensation Committee are referred to in this discussion collectively as the “Administrator.” Subject to the terms of the 20162020 Plan, the Administrator’s authority includes but is not limited to the authority to:

The 20162020 Plan and awards made under the 20162020 Plan may be amended, suspended or terminated at any time by the Board (or the Administrator, with respect to awards). However, stockholder approval is required of any 20162020 Plan amendment if required by applicable laws, rules or regulations, and an amendment or termination of an award may not materially adversely affect the rights of a participant without the participant’s consent.consent; provided, however, that participant consent is not required when such change is necessary to comply with applicable law or changes to applicable law. In addition, and except for adjustments made pursuant to a change in the Company’s common stock pursuant to a merger, change in control, consolidation, recapitalization or reorganization involving the Company, or if the Board declares a stock dividend, stock split distributable in shares of Company common stock, other distribution (other than regular or ordinary cash dividends) or reverse stock split, combination or reclassification of the Company’s common stock, or if there is a similar change in the capital stock structure of the Company affecting its common stock (excluding conversion of convertible securities by the Company and/or the exercise of warrants by their holders), or a change of control, stockholder approval is required to take any action with respect to an option or SAR “repricing,” that is, (i) amending the terms of outstanding options or SARs to reduce the exercise price, (ii) exchanging outstanding options or SARs for cash, options or SARs with an exercise price that is less than the exercise price of the original option or SAR or for other equity awards at a time when the original option or SAR has an exercise price above the fair market value of our common stock, or (iii) other action that would be treated as a repricing under any applicable stock exchange rules (other than adjustments for anti-dilution purposes).

The Administrator also has unilateral authority to amend the 20162020 Plan and any award to the extent necessary to comply with applicable laws, rules or regulations. The Administrator may also adjust awards upon the occurrence of certain unusual or nonrecurring events, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits under the 20162020 Plan or to comply with applicable laws, rules or regulations.

Awards granted under the 20162020 Plan will generally be subject to a minimum vesting period of one year. However, the Administrator may provide for acceleration of vesting of all or a portion of an award in the event of the participant’s death, disability or retirement or, under certain circumstances, upon a change of control. In addition, the Administrator may grant awards without a minimum vesting period or may accelerate the vesting of all or a portion of an outstanding award for any reason, but only with respect to awards for no more than an aggregate of 5%five percent of the total number of authorized shares under the 20162020 Plan. The 20162020 Plan also permits the grant of awards to participants that have different vesting terms in the case of awards that are substituted for other equity awards in connection with mergers or similar transactions, awards granted as an inducement to be employed by GeoVaxthe Company or awards granted to replace forfeited awards from a former employer or in exchange for foregone cash compensation. Our historical practice has been to imposethree-yearvestingimpose three-year vesting periods for equity awards, and we anticipate that employee awards granted under the 2016 Plan will also have multi-year vesting periods.awards.

In certain circumstances, the Board may delegate authority (within specified parameters) to one or more officers to grant awards, and to make other determinations under the 2016 Plan with respect to such awards to participants who are not directors or officers subject to Section 16 under the Exchange Act or covered employees under Code Section 162(m).

Types of Awards

A summary of the material terms of the types of awards authorized under the 20162020 Plan is provided below.

Non-Qualified Options. OptionsNonqualified options may be granted under the 2016 Plan may be incentive options or nonqualified options. Incentive options may only be granted to our employees.2020 Plan. The Administrator will determine the exercise price for options. The exercise price may be no less than 100% of the fair market value per share of our common stock on the date the option is granted or 110% of the fair market value with respect to incentive stock options granted to an employee who owns more than 10% of the total combined voting power of all classes of our stock (except for certain options assumed or substituted in a merger or other transaction where the exercise price is adjusted in accordance with applicable tax regulations). The exercise price is payable in cash or cash equivalent, and except where prohibited by the Administrator or applicable law, by delivery of shares of our common stock owned by the participant, withholding of shares upon exercise of the option, delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to us the amount of sale or loan proceeds to pay the exercise price or by such other payment methods as may be approved by the Administrator and which are acceptable under applicable law (or any combination of these methods).

The Administrator will determine the termterms and conditions of an option, the period or periods during which a participant may exercise an option and any conditions on the ability of a participant to exercise an option. The option period may not exceed 10 years, or five years with respect to incentive options granted to an employee who owns more than 10% of the total combined voting power of all classes of our stock, if any.years. Options are generally subject to certain restrictions on exercise if the participant terminates employment or service unless an award agreement provides otherwise.

Stock Appreciation Rights. SARs may be granted in the form of “related SARs” or freestanding SARs. A related SAR is granted to the holder of an option (a “related option”) with respect to all or a portion of the shares of common stock subject to the related option, and a freestanding SAR is an SAR that is not granted in tandem with an option. The holder of an SAR is entitled to receive consideration equal to the excess, if any, of the fair market value of a share of our common stock on the date of exercise over the exercise price per share of such SAR, multiplied by the number of shares with respect to which the SAR is being exercised. This consideration may be paid in cash, shares of common stock (valued at fair market value on the date of the SAR exercise) or a combination of cash and shares of common stock, as determined by the Administrator. The exercise price may be no less than 100% of the fair market value per share of our common stock on the date the SAR is granted (except for certain SARs assumed or substituted in a merger or other transaction where the exercise price is adjusted in accordance with applicable tax regulations).

SARs are exercisable according to the terms established by the Administrator and stated in the applicable award agreement. AnA SAR may not be exercised more than 10 years after it was granted, or such shorter period as may apply to the related options in the case of related SARs.

Restricted Awards. Restricted awards may be in the form of restricted stock awards and/or restricted stock units that are subject to certain vesting conditions. Restricted stock awards are payable in shares of common stock. Restricted stock units may be payable in cash or shares of common stock, or partly in cash and partly in shares of common stock, in accordance with the terms of the 20162020 Plan and at the discretion of the Administrator.

The Administrator will determine the restriction period and vesting conditions applicable to any restricted award. Vesting conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time, retirement, disability, death or any combination of conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. However, with respect to restricted awards payable to “covered employees” (for smaller reporting companies, generally, the chief executive officer and the two next highest compensated named executive officers) that are intended to qualify for the compensation deduction limitation exception available under Code Section 162(m), to the extent required under Code Section 162(m), the performance measures are limited to one or more of the performance factors or criteria described below under “Performance-Based Compensation – Code Section 162(m) Requirements.” With respect to compensation that is not intended to qualify for the performance-based compensation exception under Code Section 162(m), the Administrator may apply other performance factors and criteria, which may or may not be objective.

The Administrator has authority to determine whether and to what degree restricted awards have vested and been earned and are payable, as well as to establish and interpret the terms and conditions of restricted awards.

Performance Awards. Performance awards may be in the form of performance shares and/or performance units. Performance shares are granted with reference to a specified number of shares of our common stock and afford the holder the contingent right to receive shares of common stock, a cash payment or a combination of common stock and cash (as determined by the Administrator). An award of a performance unit is a grant in an amount determined by the Administrator that gives the holder the contingent right to receive shares of common stock, a cash payment or combination of common stock and cash (as determined by the Administrator).

The Administrator will determine the performance period for each performance award and will determine the conditions that must be met in order for a performance award to be granted or to vest or be earned. These conditions may include payment of a specified purchase price, attainment of performance objectives, continued service or employment for a certain period of time or a combination of such or other conditions. Performance measures may vary between participants and will be based upon such performance factors or criteria as the Administrator determines. However, with respect to performance awards payable to covered employees that are intended to qualify as performance-based compensation under Code Section 162(m), to the extent required under Code Section 162(m), the performance factors or criteria are limited to one or more of the performance factors or criteria described below under “Performance-Based Compensation – Code Section 162(m) Requirements.” With respect to compensation that is not intended to qualify for the performance-based compensation exception under Code Section 162(m), the Administrator may apply other performance factors and criteria, which may or may not be objective.

The Administrator has authority to determine whether and to what degree performance awards have been earned and are payable, as well as to interpret the terms and conditions of performance awards.

Phantom Stock Awards. Phantom stock awards consistare awards of a number of hypothetical share units with respect to shares of ourthe Company’s common stock, with a value based on the fair market value of a share of common stock.

The Administrator has authority to determine whether and to what degree phantom stock awards have vested and been earned and are payable, as well as to establish and to interpret the terms and conditions of phantom stock awards, subject to the limits of the 2016 Plan.awards. Upon vesting of all or part of a phantom stock award, and satisfaction of any other terms and conditions that the Administrator establishes, the holder of a phantom stock award willparticipant shall be entitled to a payment of an amount equal to the fair market value of one share of ourthe Company’s common stock with respect to each such phantom stock unit thatwhich has vested and is payable. WePayment may make paymentbe made, in the discretion of the Administrator, in cash or in shares of the Company’s common stock valued at their fair market value on the applicable vesting date or a combination of cash and stock, asdates (or other date or dates determined by the Administrator), or in a combination thereof. Payments may be made in a lump sum or upon such terms as may be established by the Administrator. Unless the Administrator determines otherwise, (i) phantom stock awards shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and (ii) shares of the Company’s common stock (if any) subject to a phantom stock award may not be sold, transferred, assigned, pledged or otherwise encumbered until the phantom stock award has vested and all other conditions established by the Administrator have been met. The designation of a beneficiary in accordance with the 2020 Plan does not constitute a transfer.