Norman Staskey
About Norman Staskey
Norman Staskey, age 55, has served as Azitra’s Chief Financial Officer since October 2022. He provides CFO services through Danforth Advisors (Senior Director since May 15, 2021) and concurrently serves as interim CFO of VivoSim Labs, Inc. (NASDAQ: VIVS) since December 30, 2024; previously he was a Managing Director in EY’s Financial Accounting and Advisory Services practice from 2014 to 2021 . The proxy does not disclose education; his compensation is structured primarily as consulting fees, with a small 2023 stock option grant and no performance bonus disclosure; company-wide bonus metrics were disclosed for other executives but not tied to Staskey’s pay . No severance or change-in-control payments are due to him, and outstanding awards show a modest options position with long-dated vesting, limiting direct pay-for-performance linkage and suggesting lower insider-selling pressure from award vesting alone .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young (EY) | Managing Director, Financial Accounting & Advisory Services | Sep 2014 – May 2021 | Led accounting/advisory engagements; built technical finance and reporting expertise relevant to small-cap life sciences issuers |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Danforth Advisors | Senior Director | May 15, 2021 – present | Provides strategic finance and reporting services; Staskey’s AZTR CFO services are delivered via Danforth |
| VivoSim Labs, Inc. (NASDAQ: VIVS) | Interim Chief Financial Officer | Since Dec 30, 2024 | Concurrent public-company CFO responsibility—potential time-allocation/retention consideration |
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $0 | — | $0 | $457,560 (consulting fees and certain benefits) | $457,560 |
| 2023 | $0 | — | $0 | $314,025 (consulting fees and certain benefits) | $334,725 (includes $20,700 option grant FAS 718 value) |
Notes: “All other compensation” includes consulting fees paid for CFO services via Danforth Advisors; AZTR discloses company-wide bonus metrics for 2024 but does not show a bonus for Staskey .
Performance Compensation
Annual Cash/PSU Metrics
- The company disclosed 2024 bonus metrics (pre-clinical/clinical & regulatory, financial, IR) and a 75% corporate score impacting CEO/COO, but no bonus/metrics applied to Staskey (no bonus paid) .
Equity Incentives (Options)
| Grant date | Instrument | Shares granted | Grant-date fair value ($) | Exercise price | Vesting schedule | Expiration |
|---|---|---|---|---|---|---|
| Sep 8, 2023 | Stock options | 333 | $20,700 (2023 SCT) | $62.01 (grant disclosure) | 25% (83 sh) vests on first anniversary; remaining 75% (250 sh) vests in equal monthly installments over 36 months thereafter | 10-year term (to Sep 8, 2033) |
Reconciliation note: Outstanding awards table shows the same 2023 option with exercise price presented as $62.10 and split 111 exercisable / 222 unexercisable at 12/31/2024; we cite both the grant disclosure and outstanding table as reported .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial ownership (as of May 28, 2025) | 1,842 shares; less than 1% of shares outstanding |
| Options exercisable (12/31/2024) | 111 shares at $62.10 strike |
| Options unexercisable (12/31/2024) | 222 shares at $62.10 strike |
| Option expiration | Sep 8, 2033 |
| Anti-hedging/pledging policy | Prohibits short sales, publicly traded options, hedging, margin accounts, and pledged securities |
Implication: Minimal ownership and a small options position mean limited “skin in the game.” The formal prohibition on pledging reduces a key alignment red flag, but low equity exposure may dampen incentive alignment .
Employment Terms
| Term | Detail |
|---|---|
| Engagement type | CFO services provided via Consulting Agreement with Danforth Advisors, LLC |
| Agreement date | October 12, 2002 (as disclosed) |
| Rate structure | Hourly, $135–$575 depending on service level/seniority |
| Termination | Either party may terminate on 30 days’ written notice |
| IP/Confidentiality/Indemnification | Customary provisions included |
| Severance (termination without cause / good reason) | None for Staskey (no cash severance) |
| Change-in-control (cash) | None for Staskey |
| Change-in-control (equity acceleration) | None for Staskey per “Potential Payments” table at 12/31/2024 |
Additional Governance and Context
- Committee independence: Compensation Committee comprises independent directors (Barbara Ryan, John Schroer); both are identified as “(b)” members and independent, supporting third‑party oversight of pay .
- Option grant timing: Company states it does not time grants around MNPI and avoids releasing MNPI based on grant dates .
Vesting Schedules and Potential Selling Pressure
- Options vesting cadence: After the 1‑year cliff on 9/8/2024 (83 shares vested), the remaining 250 shares vest monthly over 36 months, implying modest, steady accretion of sellable shares through 9/8/2027 . As of 12/31/2024, 111 options were exercisable and 222 unexercisable; small lot sizes suggest limited incremental insider selling pressure solely from vesting .
Compensation Structure vs Performance Metrics
- Cash/equity mix: 2024 compensation was entirely consulting fees (no salary, no bonus, no new equity grants), indicating compensation not explicitly tied to disclosed performance metrics for Staskey; 2023 included a small option grant .
- Corporate metrics disclosure: Company-wide metrics and payout mechanics were disclosed for 2024 bonus calculations, but Staskey had no bonus payout, limiting pay-for-performance linkage in practice .
Investment Implications
- Alignment and retention: As a consultant CFO with 30‑day termination terms and no severance/CIC benefits, retention risk is higher vs. standard executive employment agreements; minimal equity ownership further weakens alignment to long-term TSR .
- Selling pressure: The small, long-dated options grant and monthly vesting imply limited mechanical selling pressure; anti-hedging/anti-pledging policy reduces governance red flags tied to leverage or derivatives .
- Governance quality: Independent Compensation Committee oversight and explicit grant‑timing posture are positives, but the absence of clawback/ownership guideline disclosures and the consulting structure for the CFO are atypical for a public biotech and may be scrutinized by governance-sensitive investors .
Sources: AZTR 2025 DEF 14A proxy statement and related exhibits . 8‑K (Item 5.02) reviewed for executive arrangements context .