John Schroer
About John Schroer
Independent director at Azitra, Inc. since June 2023; age 59 as of the 2024 10-K. Schroer is a seasoned biotech finance executive and investor: current Chief Financial Officer of Alumis, Inc. (Nasdaq: ALMS), former CFO of Translate Bio (acquired by Sanofi for $3.2B), and former Sector Head – Global Health Care at Allianz Global Investors. He holds a B.S. and MBA from the University of Wisconsin–Madison and is designated by AZTR’s Board as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alumis, Inc. (Nasdaq: ALMS) | Chief Financial Officer | May 2022–present | Principal Financial & Accounting Officer; Sarbanes-Oxley 906 certifications; executed equity/registration docs . |
| Arsenal Biosciences (private) | Chief Financial Officer | Feb 2021–Feb 2022 | Early-stage cell therapy finance leadership . |
| Translate Bio (public; acquired by Sanofi) | Chief Financial Officer | May 2018–Dec 2020 | Oversaw public-company finance; acquisition by Sanofi for $3.2B . |
| Allianz Global Investors | Sector Head – Global Health Care | Jan 2014–May 2018 | Led global healthcare investing (nearly 30 years investing) . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Alumis, Inc. (Nasdaq: ALMS) | Chief Financial Officer | Current | CFO responsibilities and SEC certifications . |
| Public company boards (other than AZTR) | — | None disclosed | No external directorships reported for Schroer . |
Board Governance
- Independence: Board determined Schroer is independent under SEC/NYSE American rules .
- Board/Committee attendance: In 2024, Board met 4 times; all directors attended ≥75% of Board and relevant committees. Schroer did not attend the 2024 annual meeting (attendance encouraged but not required) .
- Committee assignments and roles:
- Audit Committee: Chair (with Barbara Ryan). Audit Committee held 4 meetings in 2024; Board designated Schroer as an Audit Committee Financial Expert; committee functions include auditor selection, audit scope/results, risk management, and review of related-party transactions .
- Compensation Committee: Member; 3 meetings in 2024; reviews executive/director compensation and equity plans .
- Nominating & Corporate Governance Committee: Member; 1 meeting in 2024; oversees Board composition and governance guidelines .
- Board structure: Small-cap listing allows 50% independent; no lead independent director; risk oversight allocated across committees .
- Insider Trading Policy: Prohibits short-term/speculative transactions, hedging, margin accounts, standing/limit orders, and pledging securities .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 45,301 | — | 45,301 |
| 2024 Non-Employee Director Compensation Policy (Schedule) | Amount ($) | Details |
|---|---|---|
| Annual Board retainer (non-executive directors) | 25,000 | Paid quarterly in arrears; prorated as applicable . |
| Committee chair retainers | Audit Chair: 7,500; Comp Chair: 5,000; N&CG Chair: 5,000 | Paid quarterly in arrears . |
| Committee member retainer (non-chairs) | 3,500 per committee | Paid quarterly in arrears . |
No meeting fees; reasonable expense reimbursement provided .
Performance Compensation
| Grant Date | Instrument | Number of Options | Exercise Price ($/sh) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Sep 8, 2023 | Stock Options | 333 | 62.10 | 25% on first anniversary; remaining 75% in equal monthly installments over 36 months, subject to continued service | 10 years from grant |
- Options outstanding: As of Dec 31, 2024, Schroer held 333 options; beneficial ownership footnote indicates 138 shares issuable within 60 days from currently exercisable options .
Other Directorships & Interlocks
| Company | Relationship to AZTR | Potential Interlock/Conflict |
|---|---|---|
| Alumis, Inc. (Nasdaq: ALMS) | Schroer is CFO; AZTR director | No AZTR-related party transactions disclosed since Jan 1, 2023; Audit Committee reviews related-party transactions as part of its charter . |
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; meets NYSE American financial sophistication requirements .
- Capital markets/biotech finance: CFO roles at multiple biotech companies; extensive public-company finance; Allianz GI sector leadership .
- Education: B.S. and MBA, University of Wisconsin–Madison .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Issuable Within 60 Days (Options) | % of Class |
|---|---|---|---|
| John Schroer | 153 | 138 | <1% |
- Directors/officers group (5 persons): 43,344 shares; <1% overall .
- Hedging/pledging: Prohibited under AZTR Insider Trading Policy (alignment safeguard) .
- Stock ownership guidelines: Not disclosed for directors in the proxy .
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair with formal Audit Committee Financial Expert designation—positive for financial reporting oversight and risk management .
- Clear prohibition on hedging/pledging/margin—strengthens alignment with shareholders .
- No related-party transactions involving directors/officers reported since Jan 1, 2023; Audit Committee charter explicitly covers related-party review .
- Watch items / red flags:
- Annual meeting attendance: Schroer did not attend the 2024 annual meeting (attendance encouraged but not required) .
- Ownership alignment: Very small beneficial ownership (<1%), with modest option holdings; no disclosed director stock ownership guidelines—potentially limited “skin-in-the-game” .
- Board independence is only 50% (allowed for smaller reporting companies) and no lead independent director—may constrain independent oversight breadth .
- Financing/dilution risk context: As Audit Chair, Schroer oversees financial risk amid reliance on an equity line (Alumni Capital) that could exceed 19.99% of outstanding shares if approved; underscores need for robust audit/risk oversight and investor communication on dilution .
Attendance cadence: 2024 Board (4 mtgs), Audit (4), Compensation (3), N&CG (1); all directors ≥75% attendance—positive baseline .
Director pay mix: Predominantly cash retainers; no equity grants in 2024; 2023 options with multi-year vesting—limited performance linkage at director level (appropriate for independence) .