Travis Whitfill

About Travis Whitfill

Travis Whitfill is Azitra’s co-founder, Chief Operating Officer (since June 2023), and a director serving on the Board since inception. He previously served as Chief Scientific Officer (Jan 2014–Sep 2019) and Director of Advanced Technology (since Sep 2019). He earned a B.S. from Dallas Baptist University, an MPH from Yale University, and a PhD from University College London, has led multiple grant-funded projects, holds several patents, and co-authored 70+ publications. Age 35 as of the 2025 proxy; no company TSR, revenue or EBITDA growth metrics are disclosed for his tenure in the proxy materials .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes: The proxy discloses qualitative performance categories and that FY2024 bonuses were calibrated to 75% achievement with role-based weighting; specific metric weights and targets are not disclosed .

Option Awards — Grant Detail and Vesting

Equity Ownership & Alignment

Employment Terms

Board Governance (Director Service)

• Board service: Director since inception; not independent due to executive officer status .
• Board composition: Four directors; two independent (Barbara Ryan, John Schroer) per NYSE American rules for smaller reporting companies (50% independence threshold met) .
• Committees and roles: Audit Committee (Ryan, Schroer; Schroer chair); Compensation Committee (Ryan chair, Schroer); Nominating & Corporate Governance Committee (Ryan chair, Schroer). Committees consist solely of independent directors; Whitfill does not serve on committees .
• Attendance: In 2024, Board held four meetings; all directors attended at least 75% of Board and committee meetings. Schroer and Ryan attended the 2024 annual meeting; others did not; no policy requiring annual meeting attendance .
• Board leadership: No formal policy to separate chairperson and CEO; no lead independent director. Risk oversight delegated across committees, reporting to full Board .
• Director compensation policy: Executive directors are not compensated for Board service. Non-executive directors receive cash retainers (Board: $25,000; Committee chairs: $5,000 for Compensation and Nominating, $7,500 for Audit; Committee members: $3,500) and previously received 333-option grants in Sep 2023 with $62.10 strike and standard vesting .

Related Party Transactions, Clawbacks, Policies

• Related party transactions: None exceeding SEC thresholds since Jan 1, 2023, other than compensation arrangements described in the proxy .
• Clawback/Recoupment policy: Not disclosed in proxies reviewed; Insider Trading Policy attached to 2024 10-K, with prohibitions on hedging/pledging and specified speculative transactions .
• Indemnification: Company provides indemnification to officers/directors per charter/bylaws and written agreements; standard DGCL limitations of liability apply .

Risk Indicators & Red Flags

• Dilution risk: Equity line with Alumni Capital LP up to $20 million through Dec 31, 2026; already sold 2,247,000 shares by May 28, 2025. Could increase volatility and impact insider alignment via dilution of ownership stakes .
• Option overhang and expirations: Multiple options are in-the-money/out-of-the-money with staggered expirations, including a near-term 2026 expiry at $14.32, potentially influencing exercise/sale decisions when trading windows open .
• Governance dual-role: Executive-director status reduces board independence; however, committees are fully independent and chaired by non-executives, which mitigates some concerns .
• Clawback transparency: Lack of disclosed clawback policy reduces pay-for-performance enforcement clarity relative to evolving listing standards .

Investment Implications

• Pay-for-performance linkage: Whitfill’s bonus structure is explicitly tied to company-wide operational/financial/IR metrics with role-based weighting; FY2024 payout of $88,350 against a 30% target indicates moderate alignment, contingent on milestone execution .
• Retention risk: Severance equals six months of salary plus prior-year bonus (if unpaid) and no equity acceleration shown for Whitfill; retention rests on ongoing equity vesting schedules and operational milestones rather than rich change-in-control benefits, lowering “golden parachute” risk .
• Trading signals: Prohibition on hedging/pledging reduces adverse alignment behaviors; absence of Form 4 activity located suggests limited recent insider selling signals for Whitfill, while the monthly vesting of 2023 options and 2026/2030/2033 expirations create predictable windows for potential exercises/sales that traders should monitor around earnings and news cycles .
• Governance quality: Dual executive-director role is counterbalanced by independent committee structures and active oversight, but the absence of a lead independent director and no disclosed clawback policy are governance watch points for investors .

Appendix: Outstanding Equity Awards (as of Dec 31, 2024)

Appendix: Beneficial Ownership (as of May 28, 2025)

Sources

• DEF 14A (May 29, 2025): Biography, compensation tables, employment agreements, committees, beneficial ownership, policies .
• DEF 14A (Oct 9, 2024): Prior compensation details, equity awards, termination payments, employment agreements .