Joshua Sroge

About Joshua Sroge

Joshua Sroge (age 57) is an independent director of Auddia Inc., appointed July 9, 2025, serving as Audit Committee Chair and a member of the Compensation and Nominating & Corporate Governance Committees; he also serves as the Board’s Lead Independent Director . His background includes finance leadership and digital asset expertise: principal of Firestone CFO since 2014, Partner at BXE Capital since 2020, Interim CEO of Banq Inc. during its 2023 bankruptcy (case dismissed), CFO and Interim CEO of Binance.US (2020–2021), and current Director (and former CFO) of Hedera Foundation (CFO Feb 2022–Jun 2025) .

Past Roles

External Roles

Board Governance

• Independence: Board determined all current directors except Executive Chairman/CEO Jeffrey Thramann are independent, including Sroge; Sroge designated “audit committee financial expert” .
• Lead Independent Director: Sroge currently serves as Lead Independent Director, acting as principal liaison between non-employee directors and the chair/CEO .
• Committee assignments:
  • Audit Committee: Chair (members Sroge, Balletta, de Boucaud); audit met 5 times in FY 2024 (prior composition) .
  • Compensation Committee: Member (Chair Balletta); committee met 5 times in FY 2024 (prior composition) .
  • Nominating & Corporate Governance Committee: Member (Chair de Boucaud); committee met 3 times in FY 2024 (prior composition) .
• Attendance: In FY 2024, each incumbent director attended ≥75% of board and committee meetings; Sroge joined in July 2025 (attendance for him not disclosed for 2024) .

Fixed Compensation

Actual 2025 cash paid to Sroge has not been disclosed; the amounts above reflect Auddia’s published director fee structure .

Performance Compensation

As of July 31, 2025, Sroge had no reported director equity grants or beneficial ownership under the 2020 Plan .

Other Directorships & Interlocks

• Current: Director, Hedera Foundation; Partner, BXE Capital; Principal, Firestone CFO .
• Potential interlocks/conflicts: No related-party transactions disclosed involving Sroge or entities connected to him; audit committee reviews related person transactions under Board policy .
• Special Committee: On July 9, 2025, Auddia formed a special committee of independent directors to evaluate a transformative business combination and restructuring; membership not individually disclosed .

Expertise & Qualifications

• Audit committee financial expert designation; strong financial and auditing knowledge .
• Digital assets/crypto finance leadership (Binance.US CFO/Interim CEO; Hedera Foundation CFO/Director); investment experience via BXE Capital .
• Strategic finance advisory via Firestone CFO .

Equity Ownership

Asterisks in Auddia’s beneficial ownership table denote below reporting thresholds; no options/RSUs reported for Sroge as of the record date .

Shareholder Support (2025 Annual Meeting)

Governance Assessment

• Strengths

  • Lead Independent Director role concentrates independent oversight despite combined Chair/CEO structure; Sroge’s Audit Chair position and “financial expert” designation support board effectiveness in financial controls and risk oversight .
  • Board formally adheres to Nasdaq/SEC independence criteria; all committees comprised of independent directors .
  • Clawback policy in place; no recoupment triggers identified in past three years, reducing pay-for-performance misalignment risk tied to misstated results .

• Alignment/Compensation

  • Director cash structure is modest; Sroge’s role implies retainer plus Audit Chair fee; equity grants to non-employee directors are permitted up to 40,000 shares per period, but none reported for Sroge to date (early tenure), limiting immediate ownership alignment (“skin-in-the-game”) .

• Shareholder Signals

  • Sroge’s election received 21,599 votes for and 11,306 withheld; proposals enabling financing flexibility (ELOC and Series C) were approved; equity plan amendment passed with tighter margins, indicating mixed but sufficient support for equity issuance capacity .

• Conflicts/Related Parties

  • No related-party transactions disclosed involving Sroge; audit committee policy governs review/approval of any such transactions .
  • External crypto/digital asset affiliations (BXE Capital, Hedera) present reputational considerations but no disclosed business dealings with Auddia; continued independence oversight mitigates risk .

• Structural Developments

  • Formation of a special committee of independent directors to evaluate a transformative restructuring is a positive governance mechanism for potential transactions; membership not disclosed (ensure transparency as process advances) .

RED FLAGS

• Minimal reported beneficial ownership for Sroge as of July 31, 2025 (no shares/options reported), which may reduce short-term alignment; monitor future equity grants under director guidelines .
• Combined Chair/CEO structure raises governance risk; mitigated by presence of a Lead Independent Director (Sroge) and independent committees—ongoing effectiveness depends on robust executive session practices and committee autonomy .

Policies affecting investor confidence

• Insider trading policy prohibits derivative transactions (except publicly traded Series A Warrants), addressing hedging concerns; margin/pledge risks highlighted though not outright prohibited—monitor for any pledging disclosures .
• Emerging growth company: Auddia is not required to hold say-on-pay votes, reducing direct shareholder input on pay practices; consider engagement via other channels .