Paul Auwaerter
CAPRICOR THERAPEUTICSAbout Paul Auwaerter
Independent director of Capricor Therapeutics since July 2023; age 63 as of April 1, 2025. He is the Sherrilyn and Ken Fisher Professor of Medicine at Johns Hopkins School of Medicine, Clinical Director for the Division of Infectious Diseases, and Director of the Fisher Center for Environmental Infectious Diseases; employed at Johns Hopkins since 1988. He serves as Executive Director and Chief Medical Officer of the Johns Hopkins POC-IT Center (since 2003) and Editor-in-Chief of the ABX Guide (since 2017). He has authored 115+ publications, with clinical interests across Lyme disease, respiratory and surgical infections, prosthetic joint infections, EBV, and fever of unknown origin. The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins University School of Medicine | Sherrilyn and Ken Fisher Professor; Clinical Director, Infectious Diseases; Director, Fisher Center for Environmental Infectious Diseases | Since 2013 | Academic leadership and clinical oversight |
| Johns Hopkins POC-IT Center | Executive Director & Chief Medical Officer | Since 2003 | Leads development of ABX, HIV, Osler, Psychiatry, Diabetes Guides |
| ABX Guide (Johns Hopkins) | Editor-in-Chief | Since 2017 | Editorial leadership for clinical decision support |
| Infectious Diseases Society of America (IDSA) | President (Past) | 2017–2018 | Led the largest global infectious diseases professional society |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Lyme Disease Foundation | Board of Directors | Since 2018 | Governance and advocacy in Lyme disease |
| IDSA Foundation | Chair | Not disclosed | Philanthropic leadership in ID research and education |
| Boy Scouts of America, Baltimore Area Council | Board of Directors | Not disclosed | Community leadership; Distinguished Eagle Scout award |
| Public company boards | None disclosed | — | No other public directorships disclosed in 2025 proxy |
Board Governance
- Committee assignments: Not a member of Audit, Compensation, or Nominating & Corporate Governance in 2024; committee meetings held: Audit (4), Compensation (3), Nominating (1) .
- Independence: Identified as independent director by the Board (Nasdaq standards) .
- Attendance: Board met 8 times; all directors except Ms. Es Sabar attended at least 75% of Board and relevant committee meetings—implies Dr. Auwaerter met ≥75% attendance threshold .
- Executive sessions: Independent directors meet periodically in executive session .
- Director since: 2023 .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | 156,853 | — | 156,853 |
- Non-employee director compensation program (excluding executive chairman):
- Annual cash retainer of $70,000 converted into stock options .
- Committee chair/member annual cash retainers of $7,500–$20,000 converted into stock options .
- Annual retention grant of stock options valued at $150,000, vesting monthly over one year (time-vest) .
- New directors (2021–2024): 115,000 stock options vesting 25% at 1-year anniversary, remainder monthly over following three years (time-vest) .
- Policy note: Other than Executive Chairman Dr. Litvack, non-employee directors receive no cash compensation; Litvack separately receives $120,000 consulting cash and option awards (context for board program) .
Performance Compensation
| Component | Grant Value/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual retention stock options | $150,000 grant-date fair value | Monthly over 1 year | None disclosed (time-based vesting) |
| Retainer-converted options | $70,000 equivalent | Not specified | None disclosed (time-based; structure emphasizes equity alignment) |
| Committee fee–converted options | $7,500–$20,000 equivalent | Not specified | None disclosed (time-based; aligns committee service with equity) |
| New director grant (for 2021–2024 joiners) | 115,000 options | 25% at 1-year; remainder monthly over 3 years | None disclosed (time-based) |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for non-employee director compensation; awards are time-based options rather than RSUs/PSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Non-profit/academic boards | IDSA Foundation (Chair); American Lyme Disease Foundation (Director since 2018); Boy Scouts of America Baltimore Council (Director) |
| Interlocks (competitors/suppliers/customers) | None disclosed in proxy |
Expertise & Qualifications
- Deep infectious diseases expertise; extensive publication record; leadership in clinical decision support (ABX Guide) .
- Selected for Board due to extensive medical background and infectious diseases expertise, relevant to a biotech focused on DMD therapies and clinical development oversight .
- Education: Undergraduate and medical degrees from Columbia University; subsequent training in medicine and infectious diseases at Johns Hopkins; employed there since 1988 .
Equity Ownership
| Holder | Direct Common Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Paul Auwaerter, M.D., M.B.A. | 5,000 | 98,382 | 103,382 | <1% |
- Footnote details: Options subject to early exercise under the 2021 Plan; as of March 31, 2025, he has not indicated intent to early exercise—early-exercised shares would be restricted and subject to repurchase if service terminates prior to vesting .
- Hedging/pledging: Company policy prohibits hedging and short sales; pledging requires pre-clearance—no pledging by Dr. Auwaerter is disclosed in the ownership footnotes .
Governance Assessment
- Alignment: Director compensation is predominantly equity via stock options (no cash fees for non-employee directors), which ties value to share price and may enhance alignment with stockholders .
- Independence and attendance: The Board affirms his independence; attendance met ≥75% threshold, supporting baseline engagement .
- Committee engagement: He did not serve on Audit, Compensation, or Nominating & Corporate Governance in 2024, reducing direct committee-level oversight influence .
- Ownership: Beneficial ownership is modest (<1%); has meaningful option exposure, but limited direct share ownership—typical for new non-employee directors in option-heavy programs .
- Conflicts/related-party: No related-party transactions disclosed for Dr. Auwaerter; Board has policies and procedures to review and approve/ratify related-party matters, and has adopted a Code of Business Conduct and Ethics .
- Risk indicators: Hedging prohibited; pledging restricted; annual say-on-pay conducted (for NEOs) signalling ongoing shareholder feedback processes .
RED FLAGS
- No committee assignments in 2024 (limits committee-level governance impact) .
- No cash retainer; compensation entirely in options may incentivize risk-taking tied to share price rather than long-term fundamentals; however, awards are time-vested with no disclosed performance metrics .
Overall implication: Dr. Auwaerter brings strong medical and infectious diseases expertise aligned with CAPR’s therapeutic focus, is independent with adequate attendance, and has option-based alignment. The absence of committee roles modestly constrains his governance impact; no conflicts or related-party exposures are disclosed for him, and company policies mitigate hedging/pledging risks .