Alan S. Roemer
About Alan S. Roemer
Independent Chair of the Board at IN8bio, Inc. since 2020; age 55. He is a seasoned biopharma executive and board member with deep finance, audit, and corporate development experience, including founding leadership roles at Roivant Sciences and senior finance roles at Axovant, Zelos, Pharmasset, and the Trout Group. He holds a B.S. in Business Administration from Georgetown University and MBA/MPH degrees from Emory University. The Board affirms his independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roivant Sciences, Inc. (public) | Founding leadership team member; SVP (finance, operations, corp dev) | May 2014 – Aug 2019 | Built finance/ops platform across subsidiaries; capital markets execution |
| Axovant Sciences Ltd./Inc. (public) | Principal financial & accounting officer (2015); CFO of Axovant Sciences, Inc. | 2015 | Public company finance leadership during launch phase |
| Trout Group LLC / Trout Capital LLC | Managing Director | Prior to Roivant | Healthcare IR/advisory and capital markets roles |
| Zelos Therapeutics, Inc. | CFO & Treasurer | Prior to Roivant | Private biotech finance leadership |
| Pharmasset, Inc. (acquired by Gilead) | Vice President | Prior to acquisition | Strategic finance; exposure to high-profile M&A outcomes |
| bit.bio Ltd. (private) | Director; Chair of Audit, Finance, Compensation | Aug 2021 – Nov 2024 | Led key governance committees; synthetic biology oversight |
| NexImmune, Inc. (public) | Director; Chair of Audit Committee | Feb 2017 – Aug 2024 | Audit leadership at immuno-oncology company |
| SomPharmaceuticals SA (private) | Director | Until acquisition by Amryt | Board role through strategic exit |
| Envisagenics, Inc. (private) | Director | Sep 2021 – Feb 2023 | RNA therapeutics governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UTILITY therapeutics Ltd. (private) | Chair and Director | Current | Private biotech board chair |
| Helene Fuld College of Nursing | Trustee & Treasurer | Current | Non-profit board; financial stewardship |
Board Governance
- Role: Independent Chair of the Board (non-employee). CEO and Chair roles are deliberately separated per governance guidelines.
- Committees: Audit (member), Compensation (Chair); not listed as a member of Nominating & Corporate Governance or Science & Technology.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq.
- Attendance & engagement: Board met 11 times in FY2024; each director attended at least 75% of Board and committee meetings; non-management directors held seven executive sessions. Seven directors attended the 2024 annual meeting.
- Compensation governance: Committee engages Aon Human Capital Solutions as an independent compensation consultant; no conflicts found; uses market/peer analysis to set executive and director pay.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $122,850 |
| Option awards (grant-date fair value) | $53,102 |
| Total | $175,952 |
Director retainer policy (effective Sep 1, 2024; 11% reductions): Board annual retainer $35,600; Board Chair additional retainer $57,850; Audit Committee member $8,900 (Chair $13,350); Compensation Committee member $4,450 (Chair $8,900); Nominating & Corporate Governance member $3,560 (Chair $7,120); Science & Technology member $6,675 (Chair $13,350).
Performance Compensation
| Equity Program Element | Detail |
|---|---|
| Non-employee director initial option grant | 67,300 options; monthly vest over 3 years; strike at fair market value; full vest on change of control. |
| Non-employee director annual option grant | 33,650 options; monthly vest over 12 months; fully vested by next annual meeting; change-of-control full vesting. |
| Cash-to-RSU election | Directors may elect to convert cash retainers into fully vested RSUs; share count set off market closing price at payment date. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Notes |
|---|---|---|---|
| NexImmune, Inc. | Public (through Aug 2024) | Director; Audit Chair | Immuno-oncology; prior public board responsibilities ended Aug 2024. |
| bit.bio Ltd. | Private | Director; Chair of Finance/Comp/Audit | Synthetic biology; governance leadership roles. |
| UTILITY therapeutics Ltd. | Private | Chair & Director | Current role; anti-infectives focus (private). |
| Helene Fuld College of Nursing | Non-profit | Trustee & Treasurer | Current role; non-profit governance. |
No related-party transactions identified with these entities involving IN8bio beyond ordinary-course director compensation; Board affirms independence.
Expertise & Qualifications
- Financial leadership and audit oversight: Prior principal financial officer (Axovant), CFO/Treasurer roles (Zelos), managing director (Trout), audit committee leadership across multiple boards.
- Biopharma operations and corporate development: Founding team at Roivant; SVP roles spanning finance/ops/corp dev; experience through major M&A (Pharmasset→Gilead).
- Education: B.S. Georgetown; MBA and MPH from Emory.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 1,086,154 |
| Ownership (%) | 1.3% |
| Shares owned directly | 285,030 |
| Family trust shares | 14,837 (Family Trust) |
| Warrants (immediately exercisable) | 331,500 |
| Options exercisable or within 60 days | 454,787 |
| Total options outstanding (director) | 548,029 |
Policy prohibits hedging and pledging by directors and officers (alignment-positive). Stock ownership guidelines for directors are not disclosed in the proxy.
Insider Trades and Capital Participation
| Date/Transaction | Securities Purchased | Amount/Terms |
|---|---|---|
| Dec 2023 Private Placement | 102,459 shares; 102,459 Series A warrants; 102,459 Series B warrants | Aggregate purchase price $124,999.98; Series A $1.25 strike (later amended to $0.45 and extended to Oct 4, 2025); Series B $1.50 strike, expire Dec 13, 2028. |
| Oct 2024 Private Placement | 126,582 shares; 126,582 Series C warrants | Aggregate purchase price $50,000; Series C $0.27 strike, expire Oct 4, 2027. |
Company amended certain outstanding Series A warrants (incl. some held by directors) to reduce the exercise price from $1.25 to $0.45 and extend the termination date to Oct 4, 2025. Optically, this can draw scrutiny from governance-sensitive investors.
Governance Assessment
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Positive signals:
- Independent non-executive Chair with deep finance/audit experience; separation of CEO/Chair roles enhances oversight.
- Active committee leadership (Compensation Chair; Audit member); Board met frequently (11 meetings) with robust executive sessions; independence affirmed for all non-employee directors.
- Use of independent compensation consultant (Aon) with no identified conflicts; presence of an insider trading policy and prohibition on hedging/pledging.
-
Watch items / potential red flags:
- Participation in 2023 and 2024 private placements and warrant holdings; while common in small-cap biotech financing, investors may scrutinize alignment and dilution dynamics, especially after warrant repricing/extension in 2024 affecting director-held instruments.
- Director equity is primarily in options/warrants; beneficial ownership at ~1.3% supports alignment but may be viewed as modest relative to total outstanding shares.
- No disclosed director stock ownership guidelines (unclear formal minimums for alignment).
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Committee effectiveness:
- Compensation Committee processes include regular executive sessions, defined authority to retain advisors, delegation controls, and oversight of human capital management; independent composition with Roemer as Chair.
- Audit Committee engages in broad risk oversight including cybersecurity and related-party review; Roemer’s membership adds finance depth.
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Attendance: Meets minimum thresholds (≥75%); executive sessions held seven times—supportive of independent oversight culture.
