Jonathan P. Foster
About Jonathan P. Foster
Independent director of Autonomix Medical (AMIX) since January 2022; age 61 as of August 26, 2025. Career CFO with 30+ years of financial leadership; currently CFO and EVP of Moleculin Biotech (since Aug 2016). CPA (South Carolina), CGMA; BS in Accounting, Clemson University (1985). Designated Audit Committee Financial Expert by the AMIX board. Independence confirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InfuSystem Holdings, Inc. | Chief Financial Officer & EVP | Feb 2012 – Aug 2016 | Senior finance leadership at public healthcare services company |
| LSG Sky Chefs, USA (Deutsche Lufthansa subsidiary) | Consultant to CFO | May 2011 – Jan 2012 | Finance consulting to large international subsidiary |
| Deloitte & Touche, LLP | Manager | Early career | Foundational audit/finance experience |
| State of South Carolina, Board of Financial Institutions | Board Member | 2006 – 2012 | Banking oversight and regulatory exposure |
| Soliton, Inc. (acquired by AbbVie Dec 2021) | Director; Chair Audit & Compensation; past Chair Nominating & Governance | Jun 2018 – Dec 2021 | Led key board committees at a medical device company through acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moleculin Biotech, Inc. | Chief Financial Officer & EVP | Aug 2016 – present | Public biotech CFO; capital markets and controls expertise |
| Volcon, Inc. | Director; past Chairman; Chair Compensation Committee; Audit Committee member; Nominating & Governance member | Jun 2021 – present | Multi-committee leadership at public company |
Board Governance
- Independence: Board determined Mr. Foster is independent under Nasdaq rules (only Bisson and Klemp deemed non-independent).
- Committees and roles at AMIX:
- Audit Committee: Chair; designated “Audit Committee Financial Expert.” Also responsible for cybersecurity risk oversight.
- Compensation Committee: Chair.
- Nominating & Corporate Governance Committee: Member.
- Attendance and engagement: In fiscal 2025 the Board held 10 meetings; committees held 12 (Audit 6; Compensation 6). Each incumbent director attended more than 75% of Board and committee meetings of which they were a member.
| Committee | Foster’s Role | Notable Governance Points |
|---|---|---|
| Audit | Chair; Financial Expert | Oversees financial reporting and auditor; committee holds cybersecurity risk oversight |
| Compensation | Chair | Sets CEO and executive pay recommendations; administers equity plans |
| Nominating & Corporate Governance | Member | Oversees director qualifications, nominations, governance policies |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 50,000 | - | 50,000 |
| FY2025 | 68,750 | - | 68,750 |
Director fee schedule (current framework as disclosed):
- Non-employee director annual retainer: $40,000
- Committee chair fees: Audit $15,000; Compensation $10,000; Nominating & Governance $7,500
- Committee member fees (non-chair): Audit $7,500; Compensation $5,000; Nominating & Governance $3,750
- Note: Upon IPO (Jan 2024), non-employee directors began to receive annual compensation of $50,000; subsequently updated plan specifies the schedule above. Foster’s FY2025 cash total of $68,750 aligns with $40,000 base + $15,000 (Audit Chair) + $10,000 (Comp Chair) + $3,750 (N&G member).
Performance Compensation
- Equity awards policy (current): Upon initial appointment/election, a 10-year option to purchase 3,750 shares under the 2023 Stock Plan, vesting in three equal annual installments over three years (future grants under review by the Compensation Committee).
- Prior (FY2024 proxy) equity policy: Initial 10-year option to purchase 75,000 shares; annual re-election option of 50,000 shares vesting quarterly over one year.
- Non-employee director compensation cap: Aggregate value (cash + equity at grant date fair value) limited to $500,000 per director per calendar year under the 2023 Plan.
- Foster equity received: No option award shown for Foster in FY2025; as of March 31, 2025, only Capelli held 3,750 outstanding options among non-employee directors.
Performance metric linkage (directors):
| Metric Type | Disclosed Use in Director Compensation |
|---|---|
| Financial/TSR/ESG performance metrics | None disclosed; director compensation comprises cash retainers/fees and options policy as described. |
Other Directorships & Interlocks
| Company/Institution | Position | Potential Interlock with AMIX |
|---|---|---|
| Volcon, Inc. | Director; Comp Chair; Audit member; N&G member | None disclosed with AMIX customers/suppliers; distinct industry (powersports). |
| Soliton, Inc. (past) | Director; Chair Audit & Comp | Historical; company acquired by AbbVie in Dec 2021. |
| State of South Carolina Board of Financial Institutions (past) | Board Member | Regulatory/oversight experience; no AMIX interlock disclosed. |
Expertise & Qualifications
- CPA (South Carolina) and CGMA; deep financial reporting, audit, and capital markets experience.
- Audit Committee Financial Expert designation at AMIX.
- Extensive healthcare/biotech/medical device exposure: CFO roles and board leadership across sector peers.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Aug 26, 2025 | 36,563 | <1% | Includes shares underlying convertible notes/warrants exercisable within 60 days |
| Aug 26, 2024 | 731,250 | 3.2% | 2024 table reflects pre-IPO/post-IPO share structure context; not directly comparable to 2025 |
- Anti-hedging: Company policy prohibits hedging of AMIX equity without prior approval. No pledging disclosed.
Say-on-Pay & Shareholder Feedback (Election Results)
- 2024 Annual Meeting (Oct 17, 2024) director elections: Foster received 14,153,659 “For” votes vs. 105,447 “Withheld” (broker non-votes 3,093,985). Broad shareholder support for slate.
- Other proposals: Auditor ratification passed; reverse split authorization approved (1-for-2 to 1-for-50 range in 2024 meeting context).
| 2024 AM Meeting – Director Vote | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Jonathan P. Foster | 14,153,659 | 105,447 | 3,093,985 |
Related-Party & Conflict Review
- Convertible notes private placement (Sept 2023): Members of management, Board, and an immediate family member collectively purchased $500,000 of the $2.0M notes; individual director amounts not disclosed. Audit Committee charter requires prior review/approval of related-party transactions.
- Independence: Board confirms Foster’s independence under Nasdaq standards; he is eligible for and serves on key independent committees.
Governance Assessment
-
Strengths
- Independent director with CFO pedigree; designated Audit Committee Financial Expert; chairs both Audit and Compensation—high influence on controls and pay oversight.
- Strong engagement: >75% meeting attendance; Board and committees met frequently in FY2025.
- Shareholder support: High “For” votes in 2024 election.
- Guardrails: Non-employee director annual comp cap ($500k) and anti-hedging policy.
-
Watch items / potential red flags
- Concentration of roles: Simultaneously chairing Audit and Compensation can raise workload/independence optics; ensure robust committee processes and executive-session practices.
- Related-party financing: Aggregate director/management participation in 2023 convertible notes adds perceived conflict risk; mitigated by Audit Committee oversight, but no individual allocations disclosed.
- Capacity risk: Concurrent CFO role at Moleculin and external board/committee leadership (Volcon) could stretch bandwidth; monitor attendance and committee deliverables (attendance currently >75%).
-
Alignment
- FY2025 director pay all cash ($68,750) driven by committee leadership; no FY2025 option award to Foster. Ownership is <1% as of Aug 26, 2025. Consider augmenting long-term equity alignment over time (consistent with plan limits and policies).