Jost Fischer
About Jost Fischer
Jost Fischer (age 70) is AEON’s independent Chairman of the Board and a Class II director, serving since February 2017. He holds a Master’s Degree in Economics from the University of Saarbruecken, Germany and previously served as CEO and Chairman of Sirona, with senior leadership roles at Hoermann Group and PWA Group . The Board affirms his independence under NYSE American rules; as independent Board Chair he also performs Lead Director functions (presiding over executive sessions and agenda approval) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sirona | Chairman & Director; Chief Executive Officer; President | Chairman: Jun 2006–Feb 2013; CEO: Apr 2002–Feb 2013; President: Apr 2002–Sep 2010 | Led transformative period; public company board and CEO experience |
| The Hoermann Group | President & Chief Executive Officer | Prior to joining Sirona (dates not disclosed) | Led international conglomerate; telecom/automotive exposure |
| PWA Group (incl. PWA printing division; PWA Dekor GmbH) | Senior management; President & CEO of printing division and PWA Dekor GmbH | Dates not disclosed | European industrial operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dental Innovations BVBA | Co-owner | Current (as disclosed) | Private company |
| Various private companies | Director | Current (as disclosed) | Private boards; no other public company boards disclosed in proxies for past five years |
Board Governance
- Independent status: The Board determined Fisher is independent under NYSE American rules (no material relationships) .
- Board leadership: Independent Chair separate from CEO; as independent Chair, Fischer performs Lead Director functions .
- Committee assignments (current structure):
- Audit Committee: Member
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Not a member
| Committee | 2024 Assignment | 2025 Assignment |
|---|---|---|
| Audit | Member | Member |
| Compensation | Chair | Chair |
| Nominating & Corporate Governance | Not a member | Not a member |
- Meetings and attendance:
| Year | Board Meetings | Audit Meetings | Compensation Meetings | Nominating Meetings | Attendance Threshold |
|---|---|---|---|---|---|
| 2023 | 7 | 4 | 1 | 1 | Each incumbent director attended ≥75% of their meetings |
| 2024 | 16 | 5 | 2 | 1 | Each incumbent director attended ≥80% of their meetings |
Fixed Compensation
Director Compensation Program components (cash) for non‑employee directors (governing 2024): Annual Retainer $45,000; Chairman Retainer $25,000; Committee Chair Retainers: Audit $15,000, Compensation $10,000, Nominating $7,500; Committee Member Retainers: Audit $7,500, Compensation $5,000, Nominating $2,500 .
| Component | Amount (USD) |
|---|---|
| Annual Retainer | $45,000 |
| Chairman Retainer | $25,000 |
| Compensation Committee Chair | $10,000 |
| Audit Committee Member | $7,500 |
2024 actual director compensation (Fischer):
- Cash fees: $87,500 (aligns with $45,000 + $25,000 + $10,000 + $7,500)
- Total: $431,540 (Cash $87,500; Stock Awards $30,042; Option Awards $313,998)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $17,220 | $87,500 |
| Stock Awards (RSUs fair value) | $658,682 (includes conversion/acceleration effects) | $30,042 |
| Option Awards (fair value) | $186,558 | $313,998 |
| Total | $862,460 | $431,540 |
Performance Compensation
Equity components and vesting under the Director Compensation Program (time-based; change-of-control acceleration):
- Initial Grant: Stock option ≈$180,000 fair value; vests over 3 years .
- Annual Grant: Stock option ≈$150,000 fair value; vests by next annual meeting or 1-year anniversary .
- Awards vest upon change in control as defined in the 2023 Plan .
2024 Fischer awards and vesting:
| Grant Date (2024) | Instrument | Quantity | Vesting Schedule | Change-of-Control |
|---|---|---|---|---|
| March 2024 | Stock options | 226 | Equal monthly installments over 1 year | Accelerates; fully exercisable |
| August 2024 | Stock options | 1,337 | Equal monthly installments over 18 months (retention grant) | Accelerates; fully exercisable |
| August 2024 | RSUs | 501 | 100% vests on 2nd anniversary of grant date | N/A (RSUs subject to plan terms) |
Performance metrics: No TSR, revenue, EBITDA, or ESG performance metrics apply to director awards; vesting is time-based with change-of-control acceleration .
Compensation committee adviser: To conserve funds, no external compensation consultant was engaged in 2024 (prior use of Compensia noted) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None disclosed for Fischer in the proxy biographies (proxies list such affiliations where applicable) |
| Private boards | Fischer serves on several private company boards (names not disclosed) |
| Strategic interlock on AEON board | Seongsoo Park (Daewoong CEO) appointed as Class III director, not compensated as a director; reflects financing and strategic supplier relationship |
Expertise & Qualifications
- Extensive CEO/chair experience in medical technology (Sirona) and diversified industrials (Hoermann, PWA), bringing operational, M&A, and international expertise .
- Economics training (Master’s) supporting financial oversight and strategic planning .
- Board governance leadership as independent Chair and Compensation Committee Chair .
Equity Ownership
Beneficial ownership comparison:
| Metric | Apr 26, 2024 | Apr 21, 2025 |
|---|---|---|
| Shares held of record | 43,612 | 610 |
| Options exercisable within 60 days | 62,972 | 1,891 |
| Total beneficial ownership (shares + short‑term options) | 106,584 | 2,501 |
| Ownership % of outstanding | <1% | <1% |
Unvested/Outstanding equity at year-end 2024 (board-level holdings):
| Instrument | Quantity |
|---|---|
| Unvested RSUs | 990 |
| Options outstanding – ABP 2019 Plan | 876 |
| Options outstanding – 2023 Plan | 2,381 |
No pledging or hedging disclosures specific to Fischer were provided; AEON maintains Corporate Governance Guidelines addressing stock ownership and executive sessions, among other topics .
Governance Assessment
- Strengths: Independent Chairman with Lead Director functions; separation of Chair and CEO roles; Fischer chairs Compensation and sits on Audit, reinforcing oversight of pay and financial reporting . Board and committee attendance met or exceeded thresholds in 2023 (≥75%) and 2024 (≥80%), indicating engagement .
- Alignment: 2024 cash fee mix transparently ties to role-based retainers (Chair, committee chair/member). Equity is predominantly options with time-based vesting; RSUs added for retention, with change-of-control acceleration standard under the 2023 Plan .
- RED FLAGS and watch items:
- Change-of-control acceleration for director equity can be shareholder-unfriendly (automatic vesting), though common in small-cap biotech; monitor for potential entrenchment signals .
- 2023 director stock award values included significant conversion/acceleration related to the business combination; one‑time nature noted, but large grants warrant scrutiny for future dilution policies .
- Very low personal ownership in 2025 (<1%) may signal limited “skin in the game”; although option exposure exists, alignment via ownership guidelines is not quantified in proxies .
- Daewoong financing and board designee (Seongsoo Park) introduce a related‑party dynamic; AEON’s policy assigns Audit Committee oversight and independence checks, but investors should monitor influence over strategic and compensation decisions (Fischer chairs Compensation) .
- Process controls: Related person transaction policy and Audit Committee review/ratification mechanisms are in place; Compensation Committee administers clawback policy; no external comp consultant used in 2024 due to cost‑savings, which may reduce third‑party benchmarking rigor .