Brent Ness
About Brent Ness
Brent Ness, 58, has served as Aclarion’s Chief Executive Officer and a director since September 15, 2021. He holds a B.S. in Marketing from the University of North Dakota and an MBA from the University of Colorado. Prior roles span commercial and operating leadership at Cleerly (President/CCO), Mighty Oak Medical (COO), HeartFlow (CCO), ProNerve (President), Medtronic Navigation (VP Global Sales & Marketing), with earlier commercial leadership roles at GE Healthcare and Philips North America .
Company performance context: Aclarion’s revenue declined year over year while EBITDA losses widened in FY2024.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | 75,404 | 45,724 |
| EBITDA (USD) | -4,713,311* | -5,319,908* |
Values marked with * retrieved from S&P Global (GetFinancials).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cleerly, Inc. | Consultant → President & Chief Commercial Officer | Dec 2019–Apr 2021 | Co-led Canon partnership to co-market Cleerly solutions; commercial scaling of AI-enabled coronary risk pathway |
| Mighty Oak Medical | Chief Operating Officer | Mar 2016–Dec 2019 | Took FIREFLY from pre-FDA clearance to international full market launch in spinal navigation |
| HeartFlow, Inc. | Chief Commercial Officer | 2014–2016 | Led pre-FDA clearance through global early adopter expansion; achieved Category III CPT codes and multiple private payer coverage decisions |
| ProNerve, LLC | President | 2008–2013 | Presided over roll-up in intraoperative neuromonitoring industry |
| Medtronic Navigation | VP Global Sales & Marketing | 2004–2008 | Commercial leadership in navigation; global responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mighty Oak Medical | Advisor | Current | Advisory capacity |
| K2 Capital | Advisor | Current | Advisory capacity |
| Cleerly, Inc. | Advisor | Current | Advisory capacity |
Fixed Compensation
| Year | Base Salary (USD) | Notes |
|---|---|---|
| 2024 | 300,000 | From Summary Compensation Table; paid as CEO |
| 2023 | 300,000 | From Summary Compensation Table |
Additional contractual base salary terms: Employment agreement (dated Sept 15, 2021) provides $300,000 base salary, plus an additional $100,000 if Aclarion completes an IPO and lists on Nasdaq/NYSE .
Performance Compensation
| Component | Target | Actual (2023) | Actual (2024) | Metric details | Vesting/Payout |
|---|---|---|---|---|---|
| Annual Cash Bonus | Up to 50% of base salary (per employment agreement) | 33,375 | 80,625 | Specific performance metrics not disclosed; committee-determined under “pay-for-performance” philosophy | Paid in cash; 2024 bonuses approved Jan 2025; 2023 bonuses approved June 2024 |
| Equity (Options) | Grant at CEO hire | — | — | See Equity section for grant specifics; no new CEO equity shown in 2023–2024 SCT | Time-vest monthly over 48 months (grant 2021) |
Notes:
- Aclarion is an Emerging Growth Company (EGC) and provides scaled compensation disclosure and is not required to hold say‑on‑pay votes during the EGC period .
- No detailed weighting/targets for annual bonus metrics were disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of May 9, 2025) | 3 shares; <1% of outstanding (582,371 shares outstanding) |
| Vested vs unvested options (12/31/2024) | Option grants reflect extensive reverse splits: 9/27/2021 grant shows 2 exercisable; 9/14/2022 grant amounts <1 share; exercise prices $280,756.80 and $281,118.60 post‑splits; 10‑year terms |
| Vesting schedule (CEO hire grant) | 48 equal monthly installments from grant date; fully vested at 4 years |
| Pledging/Hedging | Insider trading policy prohibits derivative transactions by executives/directors (except publicly traded warrants). Policy highlights risks with margin/pledging; no explicit pledging prohibition disclosed |
| Ownership guidelines | No executive/director ownership guidelines disclosed in the proxy |
Employment Terms
| Term | Key provisions |
|---|---|
| Start/role | CEO and director since Sept 15, 2021 |
| Contract type | At‑will |
| Base/bonus | $300,000 base; up to 50% target annual bonus; additional $100,000 post-IPO listing condition in original agreement |
| Initial equity | Options to purchase 341,365 shares (post‑split: 2 shares), 10‑year term, $1.94 pre‑split exercise price ($280,756.80 post‑splits), vests monthly over 48 months |
| Severance | If terminated without cause or good reason resignation: 12 months base salary; up to 9 months COBRA; any earned but unpaid prior‑year bonus |
| Change‑of‑control | Plan‑level treatment: unvested awards do not automatically vest; administrator may assume/purchase/cancel; may accelerate at its discretion |
| Clawback | Compensation clawback policy effective Dec 1, 2023; audit committee determined no recovery obligation for prior three years |
| Related‑party transactions | None reported |
Board Service & Governance
- Board service: Director since 2021; current board has seven members; Ness stands for re‑election alongside six others .
- Committee roles: Ness is not listed on the Audit, Compensation, or Nominating & Governance committees; all three committees comprise independent directors; chairs are Stephen Deitsch (Audit), Bill Wesemann (Compensation), Amanda Williams (Nominating & Governance) .
- Independence: Board determined all directors except Executive Chairman Jeffrey Thramann, CEO Brent Ness, and David Neal are independent under Nasdaq/SEC rules .
- Board leadership: Combined Chair/Executive role resides with Executive Chairman Thramann; Lead Independent Director is Bill Wesemann, intended to balance leadership structure .
- Director compensation: CEO Ness receives no additional director compensation .
- Attendance: In FY2024, full board met 6 times; each director attended at least 75% of meetings/committees served .
Additional Context on Incentive Plan and Dilution
- 2022 Equity Incentive Plan includes an evergreen that adds up to 5% of outstanding shares annually; as of Dec 31, 2024, 19 options outstanding at a post‑split weighted average exercise price of $281,470.44; 180 shares remained available for issuance (post‑split) .
- 2025 proposal to amend the plan increases share reserve from 257 to 125,257 shares and raises individual annual limits to 50,000 shares, and sets the non‑employee director annual limit at 50,000 shares (post‑split basis), subject to stockholder approval .
Performance & Track Record
- Commercial execution highlights prior to Aclarion: Canon partnership at Cleerly; FIREFLY market launch at Mighty Oak; HeartFlow CPT codes and payer coverage; ProNerve roll‑up; global commercial leadership at Medtronic Navigation .
- Company financial trajectory under tenure (context only): Revenues fell in FY2024 year over year while EBITDA losses widened (see About section table) (Values retrieved from S&P Global).
Investment Implications
- Alignment and retention: CEO base pay modest for public med‑tech; bonus paid in 2023 and increased in 2024 despite declining revenue and larger EBITDA losses, with no disclosed performance metrics—this limits pay‑for‑performance transparency . Severance (12 months base, COBRA) and at‑will status balance retention with shareholder protections .
- Skin‑in‑the‑game: Post reverse‑splits, reported beneficial ownership is de minimis (3 shares, <1%), and option counts similarly compressed—equity alignment appears weak unless future awards are granted .
- Governance checks: CEO sits on the board but is not chair; independent committees and a Lead Independent Director mitigate dual‑role concerns; no related‑party transactions; clawback and insider trading controls in place, though no explicit pledging ban is disclosed .
- Dilution risk vs incentives: The 2025 equity plan amendment would materially expand the share reserve and per‑participant limits—supportive of retention and hiring but represents potential dilution; monitor shareholder vote and subsequent grant cadence .
Overall, Ness brings substantial commercial scaling experience. However, limited disclosed bonus metrics and minimal current equity exposure reduce direct alignment signals; investors should watch for updated equity grants, any 10b5‑1 activity, and plan amendment outcomes to gauge future selling pressure and incentive alignment .