Steve Schoch
About Steve Schoch
Independent director of Zura Bio since March 2023; age 66; finance/operator with deep public company experience and designated Audit Committee Financial Expert (MBA, Tuck School of Business; B.S. Civil Engineering, Tufts) . Currently CFO of RefleXion (since Nov 2024); prior roles include COO/CFO of FLYR Labs (2022–2024), CFO of 23andMe (2018–2022), CEO (2012–2017) and CFO (2011–2017) of Miramax; senior finance roles at Amgen (incl. Corporate Controller) and EVP/CFO of eToys; earlier finance positions at Disney and Times Mirror .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RefleXion | Chief Financial Officer | Nov 2024–present | Senior finance leadership |
| FLYR Labs | Chief Operating Officer & Chief Financial Officer | Sep 2022–Nov 2024 | Operations and finance leadership |
| 23andMe, Inc. | Chief Financial Officer | Apr 2018–Sep 2022 | Led public company finance |
| Miramax Films NY, LLC | Chief Executive Officer | Mar 2012–Jan 2017 | Turnaround/ops leadership |
| Miramax Films NY, LLC | Chief Financial Officer | Jan 2011–Jan 2017 | Finance leadership |
| Amgen, Inc. | Corporate Controller; Divisional Financial VP (various) | 2001–2010 | Public company finance controls |
| eToys, Inc. | EVP & Chief Financial Officer | Jan 1999–Apr 2001 | Public company CFO |
| The Walt Disney Company; Times Mirror Company | Finance roles | Prior to 1999 | Media finance experience |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Arena Pharmaceuticals (acquired by Pfizer) | Independent Director; Audit Committee Chair | Jun 2021–Mar 2022 | Chaired audit committee through acquisition |
Board Governance
- Independence: Board has determined Schoch is independent under Nasdaq standards; majority-independent board; independent chair (Amit Munshi) .
- Executive sessions: Held regularly, typically at each regular board meeting .
- Attendance: Board met 5x in 2024; Audit/Comp/Nominating each met 4x; each then‑serving director attended at least 75% of board and relevant committee meetings .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Designated Audit Committee Financial Expert; members: Schoch (Chair), S. Kulkarni, A. Munshi |
| Compensation | Not a member | 4 | Committee members listed; Schoch not included |
| Nominating & Governance | Not a member | 4 | Committee members listed; Schoch not included |
Fixed Compensation (Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $64,125 | Actual cash paid in 2024 |
| Director Base Retainer (policy) | $50,000 → reduced to $40,000 effective Oct 23, 2024 | Applies to all non‑employee directors |
| Audit Chair Retainer (policy) | $16,000 | Chair retainer in lieu of member fee |
| Committee Member Retainers (policy) | Audit $8,000; Comp $6,000; N&G $6,000 | Member retainers (non‑chair) |
- 2025 policy: annual cash retainer $40,000; Chair of Board +$25,000; Audit chair $16,000; Comp chair $12,000; N&G chair $10,000; member retainers unchanged .
Performance Compensation (Director)
| Award Type | 2024 Grant/Value | Shares/Term | Vesting |
|---|---|---|---|
| Stock options (annual director grant) | $251,082 (grant date fair value) | Term 10 years | Annual grants vest through first anniversary; initial grants vest over three years or until next AGM, subject to service |
| Program design (2024) | Initial grant: 48,149 options; Annual grant: 117,000 options | 10‑year terms | As above |
| Program design (2025) | Initial and annual: lesser of 51,000 options or $200,000 in value | 10‑year terms; 6‑month post‑termination exercise (non‑cause) | Monthly vesting over 12 months; any remaining portion vests immediately prior to next AGM |
Equity-heavy mix: 2024 equity option grant value ($251,082) significantly exceeded cash fees ($64,125), signaling alignment with shareholder value creation via option upside .
Other Directorships & Interlocks
| Company/Person | Connection | Dates | Notes/Implications |
|---|---|---|---|
| Arena Pharmaceuticals (Schoch) | Director; Audit Chair | 2021–2022 | Prior working relationship with current Zura directors |
| Amit Munshi (Zura Chair) | Former CEO, Arena | 2016–2022 | Shared Arena tie |
| Jennifer Jarrett (Director) | Former Director, Arena | 2017–2022 | Shared Arena tie |
| Robert Lisicki (CEO/Director) | Former CCO, Arena | 2018–2022 | Shared Arena tie |
- Interlock assessment: Multiple Zura directors/executives share Arena affiliations, which can benefit coordination but raises potential “network” or groupthink risk; no formal related‑party transaction is disclosed for Schoch .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; meets Nasdaq financial sophistication requirements .
- Extensive public company finance and controls experience (Amgen Corporate Controller; multiple CFO roles; CEO/operator perspective), plus media and life sciences sector breadth; MBA (Tuck), B.S. (Tufts) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 82,809 (options exercisable within 60 days of Apr 1, 2025) |
| Ownership % of outstanding | <1% |
| Options outstanding at 12/31/2024 | 137,406 (aggregate options outstanding) |
| Hedging/pledging | Company policy prohibits hedging, short sales, margin purchases, and pledging of company stock |
No director stock ownership guidelines are disclosed; insider trading policy prohibits hedging/pledging, supporting alignment, though absolute ownership is modest (<1%) .
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair and Financial Expert, providing strong oversight of financial reporting and internal controls .
- Attendance/engagement: board and committee meeting cadence robust; each director met ≥75% attendance in 2024; regular independent executive sessions .
- Compensation structure promotes alignment (equity‑heavy, primarily options with 10‑year term); 2025 policy adds value cap on grant size .
- No Section 16(a) delinquency cited for Schoch; no related‑party transactions involving him disclosed .
-
Potential Risks / RED FLAGS
- Network concentration: multiple directors/executives (including Schoch) have Arena ties, which could impact independence perception or diversity of perspectives (monitor committee independence rigor and refreshment) .
- Ownership alignment: beneficial ownership is <1%, common for directors but modest absolute stake; continued equity grants may increase alignment over time .
- Audit workload: As Audit Chair/Financial Expert, sustained focus required on complex capital structure (pre‑funded warrants, multiple financings, warrant exchanges) disclosed by the company .
Notes on Related-Party Exposure
- The company disclosed multiple related‑party and significant transactions (Lilly licenses, Stone Peach arrangements, warrant exchanges, insider private placements), but none are attributed to Schoch personally in the “Certain Relationships and Related Transactions” section .
- Insider trading policy prohibits hedging/pledging; company adopted a Dodd‑Frank compliant clawback policy (primarily executive‑focused) .
Director Compensation Detail (Context)
| Item | 2024 Program | 2025 Program |
|---|---|---|
| Annual cash retainer | $50,000; reduced to $40,000 effective Oct 23, 2024 | $40,000 |
| Audit Chair retainer | $16,000 | $16,000 |
| Committee member (Audit/Comp/N&G) | $8,000 / $6,000 / $6,000 | Same |
| Equity | Initial 48,149 options; Annual 117,000 options; 10‑yr term | Initial/Annual: lesser of 51,000 options or $200,000 value; 10‑yr term; monthly vesting; 6‑mo post‑termination exercise (non‑cause) |
| Schoch actual (2024) | Cash $64,125; Options $251,082; Total $315,207 | N/A (policy framework applies) |
Each non‑employee director had options outstanding at year‑end; Schoch had 137,406 options outstanding as of 12/31/24 .
Compliance and Engagement Indicators
- Section 16(a) compliance: No late filings listed for Schoch; late filings noted for other insiders, remediated by Form 5s .
- Shareholder engagement and communications channels are disclosed; board leadership is separated (independent chair) .