Theodore Schroeder
Cidara TherapeuticsAbout Theodore R. Schroeder
Theodore R. Schroeder, age 70, has served as an independent director of Cidara Therapeutics since April 2014. He holds a B.S. in management from Rutgers University and is a seasoned biopharma executive and founder, recognized as EY Life Science Entrepreneur of the Year (San Diego, 2014) and a national finalist; his background spans CEO roles, commercialization leadership, and industry association governance . The Board cites his executive experience, company founding, and educational background as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zavante Therapeutics, Inc. | Founder, President & CEO | Jun 2015 – Jul 2018 | Led through acquisition by Nabriva |
| Nabriva (post-acq. of Zavante) | Chief Executive Officer; Director | CEO: Jul 2018 – Jan 2023; Director: Jul 2018 – Mar 2025 | Executive leadership; board service at antibiotic-focused company |
| Cadence Pharmaceuticals, Inc. | Co-founder, President & CEO; Director | May 2004 – Mar 2014 | Led to acquisition by Mallinckrodt plc |
| Elan Pharmaceuticals, Inc. | SVP, North American Sales & Marketing; GM Hospital Products | Aug 2002 – Feb 2004; Oct 2000 – Aug 2002 | Commercial and BU leadership |
| Dura Pharmaceuticals, Inc. | Senior Director, Marketing (Hospital Products) | May 1999 – Oct 2000 | Marketing leadership prior to Elan acquisition |
| Bristol-Myers Squibb Company | Sales & marketing positions | Prior to 1999 | Commercial experience at global pharma |
| Antimicrobials Working Group (501(c)(6)) | Chairman of the Board | May 2021 – Dec 2022 | Industry advocacy leadership |
| Biocom (California life sciences association) | Former Chairman | Not specified | Regional industry leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phathom Pharmaceuticals, Inc. (public) | Director | Since Apr 2025 | Current public company board service |
| Nabriva Therapeutics | Director | Jul 2018 – Mar 2025 | Prior public company board; antibiotic focus |
| Collegium Pharmaceutical, Inc. (public) | Director | Jan 2016 – May 2021 | Prior public company board service |
| Otonomy, Inc. (public) | Director | Aug 2015 – Jan 2023 | Prior public company board; ceased operations |
| Biocom (association) | Former Chairman | Not specified | Industry association role |
| Antimicrobials Working Group | Chairman | May 2021 – Dec 2022 | Non-profit industry group |
Board Governance
- Committee assignments (2024): Schroeder is Chair of the Compensation & Human Capital Committee and a member of the Audit Committee; he is not listed on Nominating & Governance. All committee members were determined independent under Nasdaq rules, and all directors other than the CEO (Dr. Stein) are independent .
- Attendance: The Board met six times in 2024; all directors attended at least 75% of the aggregate Board and committee meetings on which they served. Independent directors held five executive sessions in 2024 .
- Audit Committee report signatory: Schroeder is a signatory to the Audit Committee’s report recommending inclusion of audited financials in the 2024 Form 10-K .
| Committee | Role | Members | Meetings in 2024 |
|---|---|---|---|
| Compensation & Human Capital | Chair | Schroeder (Chair); Canale-Theakston; Mineo | 4 |
| Audit | Member | Burgess (Chair); Schroeder; Mineo | 8 |
| Nominating & Governance | Not a member | Bassler (Chair); Merson; Burgess | 2 |
- Risk oversight: The Board oversees strategic risk; Audit reviews financial controls, related parties, compliance, and cybersecurity; Compensation committee monitors risks in compensation policies; Nominating & Governance reviews governance effectiveness and conflicts .
Fixed Compensation
| Year | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $64,000 | $359,511 | $423,511 |
| Director Compensation Policy (amended Dec 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | $70,000 for Chair of the Board |
| Committee member retainers | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 | Increased from $9,000 / $7,500 / $4,000 in Dec 2024 |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating: $10,000 | In lieu of member retainer; increased from $18,000 / $15,000 / $8,000 |
Performance Compensation
| Equity Award Element | Shares | Vesting | Change-of-Control Treatment | Notes |
|---|---|---|---|---|
| Initial option grant (on board appointment) | 22,200 shares | 1/3 at 1-year; remainder monthly over next 2 years | Full acceleration upon change of control | Increased from 4,250 shares in Dec 2024 |
| Annual option grant (at annual meeting) | 11,100 shares | Single installment by 1-year or before next annual meeting | Full acceleration upon change of control | Increased from 2,125 shares in Dec 2024; pro-rated for partial-year service |
| One-time additional options (Dec 2024) | 20,500 shares (Schroeder) | 3-year vesting, equal monthly increments | Not specified beyond standard plan terms | Discretionary additional grants to certain directors |
- Performance metrics: No director-specific performance conditions are disclosed for equity grants; awards are time-vested per policy .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Potential Interlocks |
|---|---|---|---|---|
| Phathom Pharmaceuticals, Inc. | Biopharma | Director | Since Apr 2025 | Industry overlap; no CDTX related-party transactions disclosed |
| Nabriva Therapeutics | Anti-infectives | Director | Jul 2018 – Mar 2025 | Industry overlap; no CDTX related-party transactions disclosed |
| Collegium Pharmaceutical, Inc. | Pharma | Director | Jan 2016 – May 2021 | None disclosed |
| Otonomy, Inc. | Biopharma | Director | Aug 2015 – Jan 2023 | None disclosed |
- Related-party transactions: Company policy requires Audit Committee review, independence assessment, and director recusal; summary of related-person transactions since Jan 1, 2023 shows no director-related transactions for Schroeder .
Expertise & Qualifications
- Founder/CEO experience across multiple biopharma companies (Cadence; Zavante; Nabriva) with commercialization and M&A outcomes .
- Deep commercial leadership (Elan, Dura, Bristol-Myers Squibb) and industry association governance (Biocom; Antimicrobials Working Group) .
- Education: B.S. in management (Rutgers University); recognition: EY Life Science Entrepreneur of the Year (San Diego, 2014) and national finalist .
- Board’s assessment: Qualifications grounded in pharma executive expertise, company founding, and educational background .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 12,917 shares; <1% | Represents shares underlying options exercisable within 60 days of Apr 21, 2025 |
| Options exercisable within 60 days | 12,917 shares | Footnote (13) clarifies exercisability |
| Aggregate options held (as of Dec 31, 2024) | 30,450 shares | Grant-date fair values disclosed separately |
| Pledged shares | None disclosed | No pledging disclosed in proxy |
Governance Assessment
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Strengths
- Independent director; committee independence affirmed; only the CEO is non-independent on the Board .
- Chair of Compensation & Human Capital Committee and member of Audit Committee, indicating central roles in pay governance, risk oversight, and financial integrity .
- Attendance: All directors met ≥75% meeting participation; Board held six meetings; independent directors met in executive session five times—signals engagement and independent oversight .
- Equity alignment: Significant option-based compensation and time-vested grants; director policy includes change-of-control acceleration, aligning incentives with shareholder outcomes in strategic events .
-
Watch items / potential investor signals
- December 2024 policy changes increased director option grant sizes and certain committee retainers, and Schroeder received a one-time 20,500-share option grant—investors should monitor dilution and rationale for discretionary awards .
- Change-of-control full acceleration for director options can encourage support for transactions; investors should balance alignment with potential short-term incentives .
- Industry interlocks (Nabriva, Phathom) in anti-infectives/biopharma—no related-party transactions disclosed, but Audit Committee maintains oversight; continue monitoring for any future conflicts .
-
Controls and policies
- Related-person transactions policy mandates Audit Committee review, independence considerations, and director recusal .
- Compensation & Human Capital Committee oversees the clawback policy and assesses compensation risk .
- Audit Committee oversees related-party transactions, compliance, and cybersecurity risk as part of broader risk oversight .
Overall, Schroeder’s long tenure, committee leadership, independent status, and high engagement support board effectiveness. The December 2024 uptick in equity awards and discretionary grants warrants ongoing scrutiny for pay-for-performance alignment and dilution impacts .