James Schoeneck
About James Schoeneck
Independent director and current Chair of the Board at Calidi Biotherapeutics (CLDI). Age 67; director since July 2020; appointed independent Chair effective April 22, 2025. Recognized as an Audit Committee “financial expert.” Education: B.S. in Education, Jacksonville State University. Extensive biotech leadership including CEO, commercial, and board roles across multiple companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Depomed, Inc. | President & CEO; Director | President & CEO Apr 2011–Mar 2017; Director since 2007 | Led transformation into commercial specialty pharma |
| BrainCells Inc. | CEO | 2005–2011 | Private biopharma leadership |
| ActivX BioSciences, Inc. | CEO | 2003–2004 | Development-stage biotech leadership |
| Prometheus Laboratories Inc. | President & CEO | 1999–2003 | Pharma/diagnostics; operational leadership |
| Centocor Inc. (now Janssen Biotech) | VP, Commercial & GM, Immunology | 1996–1999 | Commercial leadership in immunology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FibroGen, Inc. (NASDAQ: FGEN) | Chairman of the Board; Interim CEO (prior) | Chairman since Apr 2010; Interim CEO Jan 2019–Feb 2020 | Current public company board chair |
| AnaptysBio, Inc. (NASDAQ: ANAB) | Director | Nov 2015–Mar 2018 | Therapeutic antibody developer |
Board Governance
- Board class and term: Class II director; up for election to serve until the 2028 annual meeting; CLDI board is classified into Class I/II/III post-business combination approval (June 6, 2024) .
- Leadership: Independent Chair of the Board; CEO role separated (Eric Poma as CEO) effective Apr 22, 2025; Chair presides over executive sessions .
- Committees and roles:
- Audit Committee: Member; independence affirmed; designated “financial expert”; Chair: Alan Stewart .
- Compensation Committee: Chair; members include Schoeneck, Scott Leftwich, and George Peoples; all independent .
- Nominating & Corporate Governance Committee: Member; Chair: Scott Leftwich; all independent .
- Attendance: In FY2024, Board met 24 times; Audit met 5; Compensation met 4; Nominating & Governance met 2. Each director attended at least 75% of meetings of the Board and the committees on which they served; quorum present at all meetings .
Fixed Compensation
| Year | Fees Earned (Cash) | Option Awards (Grant-date FV) | RSUs (Grant-date FV) | Total |
|---|---|---|---|---|
| 2023 | $0 | $90,439 | $19,125 | $109,564 |
| 2024 | $31,875 | $15,603 | $31,874 | $79,352 |
- Structure: Non-Employee Director Compensation Policy permits cash and/or equity; directors may elect to receive annual retainer/meeting fees as cash or Awards; annual cap $750,000 ($1,000,000 in initial year) for combined cash + award value .
Performance Compensation
| Item | Details |
|---|---|
| Director award types in 2024 | RSUs and stock options; no disclosure of performance-conditioned PSU awards for directors . |
| Outstanding awards at 12/31/2024 | Options outstanding: 59,501; RSUs outstanding: none (—) . |
| Equity plan performance framework | Plan contemplates Performance Awards measured over defined periods; examples of performance factors include employee satisfaction/retention, R&D expenses, working capital, and other measurable metrics set by the Committee . |
Note: CLDI’s 2023 Equity Incentive Plan enables performance-conditioned awards; however, 2024 director grants to Schoeneck were disclosed as RSUs and options without specified performance metrics .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| FibroGen (FGEN) | Chairman; former Interim CEO | Biotech sector overlap; no disclosed related-party transactions with CLDI . |
| AnaptysBio (ANAB) | Former Director | No disclosed interlocks with CLDI vendors/customers . |
Expertise & Qualifications
- Audit Committee financial expert designation; can read and understand fundamental financial statements .
- Deep biotech executive experience (CEO roles; commercial leadership; board chairmanships) supporting compensation and strategic oversight .
- Education: B.S. in Education, Jacksonville State University .
Equity Ownership
| Metric | FY2024 (Record date ~Aug 2024) | FY2025 (Record date, shares outstanding ~31,792,580) |
|---|---|---|
| Beneficial ownership (shares) | 317,310 | 334,656 |
| Percent of class | 3.98% (smaller float) | 1.0% |
| Pledged shares | None pledged (company statement) | None pledged (company statement) |
Breakdown (FY2025):
- Direct: 13,579 shares; plus 4,163 jointly with spouse .
- Trust: 96,389 shares (James & Cynthia Schoeneck Family Trust; trustee), plus 167,300 warrants held by the trust; shared voting/investment power; disclaims beneficial ownership beyond pecuniary interest .
- Options: 53,225 shares issuable upon exercise of vested options within 60 days .
Insider Trades and Section 16 Compliance
| Date/Period | Transaction/Report | Timeliness |
|---|---|---|
| Sep 12–25, 2023 | Initial Form 3 (upon business combination; multiple insiders including Schoeneck) | Filed 1 business day late (Sep 25, 2023) due to administrative oversight . |
| Dec 21, 2023 | RSU grants/vestings to multiple directors including Schoeneck | Form 4 filed 8 business days late on Jan 4, 2024 . |
| Mar 29, 2024 | RSU grants to Schoeneck (and Leftwich, Stewart) | Form 4 filed ~3 months late on Jul 2, 2024 . |
| Sep 20, 2024 | Non-qualified stock option grants (including Schoeneck) | Form 4 filed 14 business days late on Oct 15, 2024 . |
Related Party & Transactions
- SAFE financings: Participated in 2021 SAFE ($150,000 aggregate purchase price). Additional director/executive participation disclosed in 2021 and 2022 SAFEs; conversion terms outlined (discount to financing price; conversion upon qualifying events) .
- 2025 proxy states no transactions requiring disclosure involving directors/officers in the past five fiscal years; no family relationships; no legal proceedings involving directors/officers over past 10 years .
Compensation Structure Analysis
- Shift in mix (2023 → 2024): Option award value decreased ($90,439 → $15,603); RSU value increased moderately ($19,125 → $31,874); cash fees introduced/increased ($0 → $31,875); total compensation declined ($109,564 → $79,352). Indicates movement away from large option grants toward balanced cash/RSU mix .
- Plan features: Directors can elect cash or equity for retainers; annual equity+cash cap ($750k; $1M initial year). Company has an exchange/repricing history noted in equity plan disclosures (Jan 18, 2023 option repricing from $92.70 to $71.10 approved by the Board; vesting unchanged) .
Employment & Contracts (Director)
- Indemnification: Standard indemnification agreement executed with each director; advancement of expenses; applies even if negligence alleged (subject to good faith and best-interest standards) .
- Clawback: Compensation recovery policy adopted (Section 10D compliance; NYSE American Rule 811) for executive compensation tied to financial restatements; governance policy disclosure .
Board Governance – Committee Assignments
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | Independent under NYSE American; Rule 10A-3(b)(1) | Chair: Alan Stewart; oversight of audits, controls, compliance . |
| Compensation | Chair | Independent; non-employee director per Rule 16b-3 | Oversees exec and director compensation; plans; succession review . |
| Nominating & Corporate Governance | Member | Independent | Oversees board composition, governance guidelines, evaluations |
Governance Assessment
- Positives:
- Independent Chair; separation of Chair/CEO roles enhances oversight and accountability .
- Audit Committee financial expert designation; committee independence confirmed .
- Active committee leadership (Compensation Committee Chair) signals engagement in pay governance and succession planning .
- Attendance threshold met; high Board/committee activity in FY2024 .
- No pledging of director/officer shares; no family relationships or adverse legal proceedings disclosed .
- Formal indemnification and compensation recovery policy in place .
- Watch items / RED FLAGS:
- Multiple late Section 16 filings in 2023–2024 for grants (RSUs/options) including Schoeneck; cited as administrative oversight—may indicate disclosure control weaknesses .
- Board-approved option repricing in Jan 2023 (exercise price reduction); shareholder-unfriendly in many governance frameworks unless clearly justified; unclear whether Schoeneck’s options were directly repriced .
- Historic related-person financing participation (SAFE, 2021) by directors including Schoeneck—common in pre-listing biotech but warrants monitoring for future transactions and independence perceptions .
Overall: Schoeneck’s independent chairmanship, financial expertise, and deep biotech experience support board effectiveness. Late filings and past option repricing merit continued attention to disclosure controls and compensation governance alignment .