Barbara Ryan
About Barbara Ryan
Barbara Ryan, 65, has served as an independent director of Azitra since June 2023; she is a veteran capital markets advisor and former sell-side pharmaceutical research analyst with 30+ years on Wall Street, and founder of Barbara Ryan Advisors (2012) focused on financings, M&A, SEC reporting, valuation, and strategy across life sciences . Her background includes executive team service and disclosure committee membership at Radius Health (2014–2017), and leadership of pharmaceutical research at Deutsche Bank/Alex Brown for 19 years after beginning her research career at Bear Stearns in 1982 . She currently chairs Azitra’s Compensation and Nominating & Corporate Governance committees and serves on the Audit Committee, with the Board affirming her independence under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barbara Ryan Advisors | Founder; capital markets & communications | 2012–present | Advised large life sciences financings/M&A; notable work on Shire (defense vs AbbVie), Shire–Baxalta, Allergan (defense vs Valeant), Perrigo (defense vs Mylan) |
| Radius Health | Executive team member; Disclosure Committee | Jan 2014–Dec 2017 | Corporate disclosure oversight; capital markets engagement |
| Deutsche Bank/Alex Brown | Managing Director; Head of Pharmaceutical Research | 19 years | Led pharma coverage; institutional investor engagement |
| Bear Stearns | Research Analyst (Pharma) | Began 1982 | Early sell-side coverage foundation |
External Roles
| Organization | Role | Notes |
|---|---|---|
| MiNK Therapeutics (Nasdaq: INKT) | Director; Audit Committee Chair | Current public company board seat |
| INVO Bioscience (Nasdaq: INVO) | Director | Current public company board seat |
| Invidior PLC (LON: INDV) | Director | Current public company board seat |
| The Red Door Community (formerly Gilda’s Club NYC) | Director | Non-profit |
| Fabulous Pharma Females | Founder | Advances women in biopharma |
| Pharmaceutical Executive Magazine | Editorial Advisory Board | Industry thought leadership |
| GLG Institute | Faculty Member | Expert network faculty |
| Prix Galien | Executive Advisory Board | Industry recognition body |
Board Governance
- Independence: Board determined Barbara Ryan is independent per SEC and NYSE American rules; Azitra’s Board has 4 members with 2 independent (50%), meeting NYSE American requirements for smaller reporting companies .
- Committees: Member, Audit Committee; Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; however, Ms. Ryan did not attend the 2024 annual meeting (virtual) along with Mr. Schroer; attendance at annual meetings is encouraged but not required .
- Committee activity (2024): Audit met 4 times; Compensation met 3 times; Nominating & Corporate Governance met once .
- Board leadership: No lead independent director; oversight via independent committees and full Board risk oversight assignments .
| Committee | Barbara Ryan Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Chair | 3 |
| Nominating & Corporate Governance | Chair | 1 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $42,983 | Actual cash fees paid to Barbara Ryan for director service in 2024 |
| Annual Board retainer (policy) | $25,000 | Non-executive directors; paid quarterly, prorated as applicable |
| Committee chair retainer (Comp; Nom/Gov) | $5,000 each | Annual retainer for chairs |
| Audit Committee member retainer | $3,500 | Annual retainer for non-chair members |
| Meeting fees | None | Not part of policy; reasonable expenses reimbursed |
Performance Compensation
| Option Award Detail | Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Non-employee director option | Sept 8, 2023 | 333 | $62.10 | 25% (83) on first anniversary; 75% (250) monthly over 36 months thereafter, conditioned on Board service | 10 years from grant |
- No director RSUs/PSUs or option grants in 2024; 2023 options are time-based only without performance metrics tied to TSR/revenue/EBITDA/ESG .
| Performance Metric | Threshold/Target | Weighting | Outcome |
|---|---|---|---|
| None disclosed for non-employee directors | — | — | — |
Other Directorships & Interlocks
| Company | Relationship to AZTR | Potential Interlock/Conflict |
|---|---|---|
| MiNK Therapeutics (Nasdaq: INKT) | Unrelated board seat; Audit Chair | No AZTR-related party transactions disclosed since Jan 1, 2023 |
| INVO Bioscience (Nasdaq: INVO) | Unrelated board seat | No AZTR-related party transactions disclosed since Jan 1, 2023 |
| Invidior PLC (LON: INDV) | Unrelated board seat | No AZTR-related party transactions disclosed since Jan 1, 2023 |
| The Red Door Community | Unrelated non-profit | No AZTR-related party transactions disclosed since Jan 1, 2023 |
Expertise & Qualifications
- Capital markets/M&A: Extensive experience across equity/debt, valuation, M&A defense, corporate strategy for life sciences; founder of Barbara Ryan Advisors .
- Governance/Disclosure: Executive team member and disclosure committee experience at Radius Health .
- Audit oversight: Audit Committee member at AZTR; Audit Chair at MiNK; Board designated John Schroer (not Ryan) as the audit committee financial expert, while both members read/understand fundamental financial statements .
- Industry leadership: Roles with Fabulous Pharma Females, Pharmaceutical Executive Magazine, GLG Institute, Prix Galien .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Barbara Ryan | 153 | <1% | Includes 138 shares issuable upon exercise of currently exercisable options (within 60 days of May 28, 2025) |
| Options held (as of Dec 31, 2024) | 333 | — | Non-employee director options outstanding as of year-end 2024 |
- Hedging/pledging prohibited: Company Insider Trading Policy prohibits short sales, publicly traded options, hedging transactions, margin accounts and pledged securities by directors .
Governance Assessment
- Strengths: Independent status; multi-committee leadership (Compensation and Nominating & Corporate Governance); meets attendance thresholds; audit committee engagement; robust insider trading and hedging/pledging prohibitions .
- Alignment concerns: Minimal share ownership (<1%) and modest option holdings may signal limited “skin in the game” relative to governance best practices for alignment .
- Engagement flag: Did not attend the 2024 annual meeting (virtual), which may be viewed negatively by some investors despite meeting overall attendance requirements .
- Structural considerations: No lead independent director; concentration of committee chair roles (Compensation and Nominating & Corporate Governance) in a small-board context may warrant ongoing monitoring of balance and oversight .
- Conflicts/Related party exposure: No related-party transactions disclosed since January 1, 2023; presence of multiple external public boards raises typical interlock considerations but no AZTR-specific transactions or conflicts are disclosed .
RED FLAGS: Low personal ownership; absence from the 2024 annual meeting; dual chair roles (Compensation and Nominating) without a lead independent director .