Theodore Schroeder
About Theodore R. Schroeder
Independent director of Phathom Pharmaceuticals since April 2025; currently serves on the Audit Committee. Age 70. Former CEO of Nabriva Therapeutics (2018–2023) and co‑founder/CEO of Cadence Pharmaceuticals until its 2014 sale to Mallinckrodt; earlier senior roles at Elan, Dura, and Bristol‑Myers Squibb. B.S. in Management from Rutgers University; EY Entrepreneur of the Year (San Diego) in 2014.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nabriva Therapeutics | Chief Executive Officer; Director | CEO: Jul 2018–Jan 2023; Director through Mar 2025 | Led integration post-acquisition of Zavante Therapeutics; industry leadership roles cited. |
| Zavante Therapeutics | Co‑founder, President & CEO | Jun 2015–Jul 2018 | Company acquired by Nabriva (2018). |
| Cadence Pharmaceuticals | Co‑founder, President & CEO; Director | May 2004–Mar 2014 | Led company to acquisition by Mallinckrodt (Mar 2014). |
| Elan; Dura; Bristol‑Myers Squibb | Senior leadership roles | Earlier career | Commercial and operating leadership. |
| Industry bodies | Chairman, Biocom California; Chairman, Antimicrobials Working Group | N/A | Broader industry leadership. |
External Roles
| Organization | Role | Since | Key Committees |
|---|---|---|---|
| Phathom Pharmaceuticals (PHAT) | Independent Director (Class I) | Apr 2025 | Audit Committee member (appointed Apr 17, 2025); Board determined independent under Nasdaq. |
| Cidara Therapeutics (CDTX) | Director | Apr 2014 | Chair, Compensation & Human Capital Committee (current). |
| Prior public boards | Otonomy (to Jan 2023); Collegium (to May 2021); others (Hyperion, Incline, Trius) | Various | Prior director service across multiple biopharma companies. |
Board Governance
- Committee assignments at PHAT: Audit Committee member (replaced David Socks on Apr 17, 2025); Audit chaired by Heidi Kunz; other members include Frank Karbe. Board has three standing committees (Audit; Compensation; Nominating & Corporate Governance).
- Independence: Board determined Mr. Schroeder is independent under Nasdaq; appointment 8‑K reiterates independence and no related‑party transactions under Item 404(a).
- Attendance and engagement: PHAT’s board met 10 times in FY2024; each director met at least 75% of applicable board/committee meetings (Schroeder was appointed in 2025, so FY2024 attendance does not apply to him).
- Board leadership: Chairman is independent director Michael F. Cola; roles of CEO and Chair are separated.
- Policies: Anti‑hedging/pledging policy applies to directors; clawback policy covers erroneously awarded incentive compensation (SEC/Nasdaq compliant).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $50,000 | Standard cash retainer for non‑employee directors. |
| Audit Committee member retainer | $10,000 | Additional annual retainer for Audit Committee members. |
| Audit Committee chair retainer | $20,000 | Not applicable to Schroeder (Kunz is chair). |
| Non‑Executive Chair retainer | $40,000 | Paid to the Board Chair (Cola). |
| 2024 director compensation for Schroeder | $0 | Joined in April 2025; received no 2024 compensation. |
Performance Compensation
| Grant Type | Program Terms (effective May 23, 2024) | Theodore R. Schroeder – Initial Appointment Grant (Apr 16, 2025) |
|---|---|---|
| RSUs | Initial: 21,000 RSUs; Annual: 10,500 RSUs | RSUs granted on Apr 16, 2025; one‑third vests on Apr 16, 2026, per Form 4; initial grant sizes per program. |
| Stock Options | Initial: 35,000 options; Annual: 17,500 options | Options granted on Apr 16, 2025; 1/3 vests on Apr 16, 2026, remainder vests in substantially equal quarterly installments over 24 months thereafter (per Form 4). |
The company amended director equity in May 2024 to align with peer medians following Pay Governance’s review; initial and annual award sizes were increased accordingly.
Other Directorships & Interlocks
| Company | Type | Interlock/Note |
|---|---|---|
| Cidara Therapeutics | Public biopharma | Schroeder is a director and Chair of Comp & Human Capital Committee; PHAT director Frank Karbe is Cidara’s CFO (since Feb 2025)—a cross‑company interlock that may influence information flow but no related‑party transactions with PHAT are disclosed. |
| Related‑party transactions with PHAT | N/A | Company’s 8‑K states no related‑person transactions between Schroeder and PHAT (Item 404(a)). |
Expertise & Qualifications
- Executive track record as public company CEO (Nabriva; Cadence) with multiple exits; broad commercial and development oversight.
- Governance depth: Long‑tenured public board service (Cidara; prior at Otonomy, Collegium; others) and current Audit Committee service at PHAT; Compensation Committee chair at Cidara.
- Education: B.S. Management (Rutgers); industry recognition (EY Entrepreneur of the Year – San Diego, 2014).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at PHAT record date (Apr 7, 2025) | 0 shares beneficially owned (<1%). |
| Initial equity awards upon appointment | 21,000 RSUs and 35,000 options per director compensation program; granted Apr 16, 2025 (Form 4 on file). |
| Vesting (Schroeder grants) | Options: 1/3 on Apr 16, 2026; remainder quarterly over 24 months; RSUs: Form 4 footnote indicates 1/3 on Apr 16, 2026 (standard program vesting thereafter). |
| Hedging/pledging | Prohibited for directors under PHAT’s insider trading policy. |
| Ownership guidelines | Not disclosed for directors in the proxy; NEO stock ownership requirements not in place. |
Insider Filings (PHAT)
| Filing | Date (Filed) | Period | Key Details |
|---|---|---|---|
| Form 3 (Initial) | Apr 16, 2025 | Apr 16, 2025 | Initial statement of beneficial ownership filed upon appointment as director. |
| Form 4 | Apr 16, 2025 | Apr 16, 2025 | Reports initial RSU and stock option grants; option vesting 1/3 on 4/16/2026 then quarterly over 24 months; RSU vesting footnote indicates 1/3 on 4/16/2026. |
Governance Assessment
- Strengths: Independent director with deep operating and board experience; immediate placement on Audit Committee supports financial oversight. Equity mix (initial RSUs and options) aligns with shareholder outcomes; anti‑hedging/pledging and clawback policies strengthen alignment.
- Interlocks/Conflicts: Cross‑company interlock with Cidara (Schroeder as director; PHAT director Karbe as Cidara CFO). PHAT’s 8‑K discloses no related‑party transactions involving Schroeder, and proxy outlines related‑party review policy. Monitor for any future business dealings.
- Attendance/Engagement: Company reports strong overall attendance in 2024; Schroeder’s tenure began in 2025 with Audit Committee assignment—future attendance should be tracked in the next proxy.
- Compensation Structure: Cash retainers are modest; 2024 program changes increased director equity to peer medians, improving competitiveness without introducing red flags (no tax gross‑ups; no excessive perquisites).
Appendix: PHAT Director Compensation Program (reference)
- Cash: $50,000 annual board retainer; Audit member +$10,000; Audit chair +$20,000; Compensation member +$7,500; Compensation chair +$15,000; Nominating member +$5,000; Nominating chair +$10,000; Non‑exec Chair +$40,000.
- Equity: Initial 21,000 RSUs + 35,000 options; Annual 10,500 RSUs + 17,500 options (effective May 23, 2024), sized to peer medians per Pay Governance.