Tim Schroeder
About Tim Schroeder
Timothy Schroeder, age 67, is an independent director of INmune Bio and has served on the board since December 2016; he is Chairman, CEO, and Founder of CTI Clinical Trial & Consulting Services with over 35 years of clinical, academic, and industry experience in global drug and device development, and he attended Xavier University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CTI Clinical Trial & Consulting Services | Chairman, CEO & Founder; CTI founded in 1999; multi-national research firm supporting 200+ drug/device approvals | 1999–present | Global clinical development leadership |
| University of Cincinnati College of Medicine | Faculty positions | Not disclosed | Academic leadership |
| SangStat Medical Corporation | Founding EVP of Clinical Development; company went public in 1995 | Not disclosed | Clinical development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xavier University | Board member | Not disclosed | Schroeder is a board member and alumnus |
| Bexion Pharmaceuticals | Board member | Not disclosed | Also a board role for INMB CEO Raymond J. Tesi (interlock) |
| Cognitive Research | Board member | Not disclosed | Governance/oversight role |
| Covington Life Sciences Partners | Board member | Not disclosed | Governance/oversight role |
| Gravity Diagnostics | Board member | Not disclosed | Governance/oversight role |
| Lepton Pharmaceuticals | Board member | Not disclosed | Governance/oversight role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; not on Nominating & Corporate Governance Committee .
- Independence and qualifications: Board affirms audit and compensation committee members meet SEC/Nasdaq independence criteria; audit committee members are financially literate; Schroeder is disclosed as an independent director .
- Attendance and engagement: Board met 4 times in 2024 and each director attended at least 75% of Board and committee meetings; Audit Committee met 4 times; Compensation Committee met 2 times; Nominating & Corporate Governance Committee had no meetings in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Meeting Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 45,000 | Not disclosed | — | 248,598 | 293,598 |
Performance Compensation
- No director-specific performance metrics are disclosed for Mr. Schroeder’s awards; however, the Second Amended and Restated 2021 Plan permits performance-based equity/cash awards linked to metrics such as revenue, EBITDA, EPS, TSR, clinical trial results, regulatory approvals, market share, and other goals determined by the Compensation Committee .
| Performance Metric Category (Plan) | Examples |
|---|---|
| Financial | Revenues; EBITDA; EPS; operating income; net income; TSR; return on equity; return on assets |
| Operational | Cash flow; cost reductions; productivity; operating efficiency; working capital; market share; customer satisfaction |
| Clinical/Regulatory | Clinical trial results; acceptance of NDA; regulatory approvals; product launch |
Other Directorships & Interlocks
- Interlock: Both Mr. Schroeder and INMB CEO Raymond J. Tesi serve on Bexion Pharmaceuticals’ board, increasing potential information flow and perceived conflict risk if business dealings arise; no related-party transactions with Bexion are disclosed by INMB .
Expertise & Qualifications
- 35+ years across clinical, academic, and industry roles; founder/operator background leading a multinational CRO; supported 200+ drug/device approvals and works with ~300 biopharma clients globally .
- Recognitions include EY Entrepreneur of the Year (2015), Top Leader (2016), and university awards (2020–2022), indicating sustained leadership credibility .
Equity Ownership
| Metric | As of Apr 14, 2025 (older) | As of Sep 30, 2025 (newer) |
|---|---|---|
| Common shares owned | 82,187 | 82,187 |
| Options exercisable within 60 days | 324,750 | 330,583 |
| Total beneficial ownership (shares) | 406,937 | 412,770 |
| Ownership % of common stock | 1.7% | 1.5% |
- INMB’s insider trading policy prohibits hedging by officers/directors and restricts pledging unless pre-cleared, which strengthens alignment safeguards; no pledging by Mr. Schroeder is disclosed in the proxy .
Governance Assessment
- Positives: Schroeder is independent, financially literate, and chairs the Compensation Committee while serving on Audit, with committee independence affirmed by the Board; attendance met thresholds and committees were active in 2024, supporting governance effectiveness .
- Alignment: He holds a meaningful quantity of vested options and shares (1.5–1.7% beneficial ownership during 2025), with company policies prohibiting hedging and restricting pledging to preserve alignment with shareholders .
- Potential conflicts: External interlock with the CEO at Bexion Pharmaceuticals warrants monitoring for any related-party dealings; none are disclosed for Mr. Schroeder in INMB’s related-party transactions section .
- RED FLAGS:
- Option Repricing: A 2025 special meeting seeks to reprice underwater options, explicitly including non-employee directors as a group (1,356,000 shares subject to Eligible Options; weighted average exercise price $7.93); director participation in repricing can signal pay design risk and reduced at-risk alignment if underwater options are reset .
- Single-Trigger Acceleration: The 2021 Plan provides automatic acceleration of outstanding awards upon a Change of Control for grantees still in service, which is generally shareholder-unfriendly for directors (single-trigger) .
- Concentration in Options: Director compensation mix in 2024 was heavily option-based (option grant fair value $248,598 vs. $45,000 cash), which increases sensitivity to equity award design and governance around repricing/acceleration .