John Roberts
About John A. Roberts
Independent Class II director since February 12, 2024; age 66 as of April 25, 2025; Audit Committee Chair and designated audit committee financial expert. Career spans CEO/CFO/COO roles across public and private healthcare/life sciences firms; current partner at Ventac Partners and venture partner at DigiLife Fund II. Education: BS and MBA, University of Maine. Board determined Roberts is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vyant Bio, Inc. (formerly Nasdaq-listed) | CEO & President (prior interim CEO); previously COO | Interim CEO Feb 2018; CEO/President Apr 2018–Feb 2023; COO Jul 2016–Feb 2018 | Led public biotech; executive experience at a former Nasdaq issuer, relevant to board financial oversight. |
| VirMedica, Inc. | Chief Financial Officer | Jul 2015–Jun 2016 | Commercialization platform CFO; finance and controls experience. |
| AdvantEdge Healthcare Solutions | Chief Financial & Administrative Officer | Aug 2011–Jul 2015 | Healthcare analytics/services; operational finance leadership. |
| Clarient, Inc. (public) | Chief Financial Officer & Treasurer | Not dated | CFO experience at public diagnostic services firm. |
| Daou Systems, Inc. (public) | Chief Financial Officer & Treasurer | Not dated | CFO at public healthcare IT firm; capital markets exposure. |
| MEDecision, HealthOnline, Center for Health Information | Senior executive roles | Not dated | Additional healthcare technology leadership roles. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ventac Partners (international life science venture catalyst) | Partner | Since Jul 2024 | Ongoing venture role in life sciences. |
| DigiLife Fund II | Venture Partner | Since Sep 2023 | Ongoing venture role. |
| Vyant Bio, Inc. | Director | Current | Continues board service post-executive tenure. |
| Caidya, Inc. (global CRO) | Director | Current | CRO board role; potential industry adjacency to Cingulate. |
| Navipoint Health, Inc. (biotech) | Director | Current | Biotech board role. |
| VeriSkin, Inc. (medical device) | Director | Current | Med device board role. |
| Fellows of the Drug Information Association | Member | Current | Professional recognition and industry engagement. |
Board Governance
- Independence: Board determined Roberts is independent under Nasdaq Rule 5605(a)(2).
- Committee leadership: Audit Committee Chair; Audit met 4 times in 2024; Roberts designated audit committee financial expert.
- Committee memberships: Compensation Committee (7 meetings in 2024) and Nominating & Corporate Governance Committee (1 meeting in 2024); both comprised of independent directors.
- Board attendance: Board met 15 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet regularly (minimum two times per year) without management.
- Board composition/timing: Roberts appointed as Class II director on Feb 12, 2024.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024 actual) | $52,264 | Prorated in Q1 2024 based on Feb 12, 2024 appointment; reflects Audit Chair/member roles. |
| Annual Director Retainer (program approved June 2024) | $35,000 | Paid quarterly in arrears; pro-rated for partial-year service. |
| Lead Independent Director Retainer (if any) | $55,000 | Paid if role designated; not indicated for Roberts. |
| Committee Chair Retainers | Audit $15,000; Compensation $10,000; Nominating $8,000 | Roberts is Audit Chair. |
| Committee Member Retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Applies to non-chair committee membership. |
| Meeting fees | Discretionary | May be paid if meetings exceed typical counts (by LID or Comp Chair). |
Performance Compensation
| Item | Details | Amount/Terms |
|---|---|---|
| Option awards (2024 actual) | Non-qualified stock options awarded on Mar 4, 2024 and Jun 12, 2024 | Aggregate grant-date fair value $24,255 (Roberts). |
| Annual director equity | 10,000 stock options annually | Vest in single installment on first anniversary of grant; time-based, no performance metrics disclosed. |
| New director equity | 15,000 stock options (one-time) | Granted upon joining; vesting per program; time-based. |
| Black-Scholes assumptions (June 2024) | Risk-free rate 4.32%; term 5.50 years; volatility 1.44; dividend yield 0% | Grant-date fair value $7.72 (per option). |
No RSUs/PSUs or performance-based metrics disclosed for director equity; time-based vesting only.
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Caidya, Inc. | CRO | Director | No related-party transactions disclosed with Caidya; Audit Committee reviews any related-party transactions. |
| Navipoint Health, Inc. | Biotech | Director | No related-party transactions disclosed. |
| VeriSkin, Inc. | Medical device | Director | No related-party transactions disclosed. |
| Vyant Bio, Inc. | Biotech (former Nasdaq) | Director | No related-party transactions disclosed. |
- Related-party backdrop: WFIA note and subsequent conversions involve director Peter Werth and WFIA; Audit Committee (chaired by Roberts) oversees related-party approvals; no Roberts-related transactions disclosed.
Expertise & Qualifications
- Designated audit committee financial expert; extensive CFO/CEO experience at public healthcare firms—strength in financial reporting oversight.
- Sector expertise across biotech, CRO, med devices; venture investing roles at Ventac Partners and DigiLife Fund II indicate network breadth and capital markets familiarity.
- Education: BS and MBA, University of Maine.
Equity Ownership
| Holder | Beneficially Owned | Form of Ownership | Percent of Class | Basis/Date |
|---|---|---|---|---|
| John A. Roberts | 2,898 | Stock options currently exercisable | Less than 1% | As of Apr 14, 2025; also presented Aug 1, 2025 methodology; percent shown as “<1%” per proxy. |
| Shares outstanding (context) | 3,941,258 | Common shares outstanding | — | As of Apr 14, 2025. |
| Shares outstanding (context) | 5,264,642 | Common shares outstanding | — | As of Aug 1, 2025 (beneficial ownership computation basis). |
| Options held (Dec 31, 2024) | 2,898 | Director option count | — | As of Dec 31, 2024 per director holdings table. |
- Pledging/hedging: No pledging or hedging disclosed for Roberts.
- Ownership guidelines: Corporate Governance Guidelines address “Stock ownership” generally; specific director ownership multiples not disclosed in the proxy.
Governance Assessment
- Committee leadership and independence: Roberts’ role as Audit Chair and designation as audit committee financial expert, combined with independence, supports board effectiveness in financial reporting and related-party oversight.
- Engagement: Board met 15 times; directors met attendance thresholds (≥75%); independent director executive sessions at least twice annually indicate active independent oversight.
- Compensation structure: 2024 director pay mix is modest cash retainer plus time-vested options; no performance metrics for director equity—typical for small-cap biotech, but offers limited pay-for-performance signal at the director level.
- Related-party vigilance: Significant related-party transactions involve director Peter Werth/WFIA; Audit Committee (chaired by Roberts) is explicitly responsible for reviewing/approving such transactions, a positive control for conflicts.
- Consultant independence: Compensation Committee’s advisor Pay Governance LLC showed no conflicts in 2024, supporting credible benchmarking and structure decisions.
Red Flags to monitor
- Concentration of non-independent influence: CEO (Schaffer) and director (Werth) are not independent; continued rigorous executive sessions and Audit Committee oversight are critical to mitigate potential influence.
- Director equity purely time-based: Absence of performance conditions on director equity reduces direct alignment with shareholder returns; monitor for any future shifts to performance-based structures.