Gregory A. Gould
About Gregory A. Gould
Gregory A. Gould, age 59, was appointed Chief Financial Officer of Aclarion (Nasdaq: ACON) effective September 1–3, 2025; he is a CPA with 30+ years in public and private companies and a B.S. in Business Administration from the University of Colorado Boulder . His background includes capital raising, M&A execution, and scaling operations, with claims of more than $450M raised, over ten acquisitions led, and three public-company sales/uplistings in prior roles . He succeeds retiring CFO John Lorbiecki and signed an employment agreement effective September 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nanos Health LLC | Chief Financial Officer | Jan 2023–Aug 2025 | Pre‑revenue pharmaceutical startup; finance leadership in capital markets and operations |
| Charlotte’s Web Holdings (TSX: CWEB; OTCQB: CWBHF) | Chief Financial Officer | Jun 2022–Dec 2022 | CFO of market leader in hemp extract products; public-company finance and compliance |
| AJNA Biosciences PBC | Chief Financial Officer | Jul 2021–Jun 2022 | Botanical drug development; CFO for private company |
| NewAge, Inc. (NASDAQ: NBEV) | CFO & Chief Administrative Officer | Oct 2018–Jul 2021 | Omnichannel consumer products; left prior to company Chapter 11 filing in Aug 2022 |
| Evolve Biologics (Therapure Biopharma division); Aytu BioPharma; SeraCare Life Sciences; Atrix Laboratories; Colorado MedTech | Chief Financial Officer | Various | Multiple CFO roles across healthcare; financial controllership, reporting, and operations |
| Arthur Andersen LLP | Auditor | Career start | Big Four audit grounding; accounting and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| David C Cook (non‑profit communications company) | Board Member | Current | Permitted external engagement; subject to conflict assessment by Aclarion board |
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary (annual) | $262,500 | Sep 1, 2025 | Subject to annual review by Board/Comp Committee |
| Benefits | Standard executive welfare benefits (health, life, disability), vacation | Ongoing | Company reserves right to amend/terminate benefits |
| Expense Reimbursement | Business expenses reimbursed per policy; Section 409A compliant | Ongoing | Timing and compliance parameters specified |
| Place of Employment | Denver Metropolitan Area | Ongoing | Travel reimbursed per policy |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Company and personal performance criteria to be set annually | Not disclosed | Up to 50% of base salary | Not disclosed | Discretionary by Board/Comp Committee; paid ≤90 days post-FY | N/A |
| Equity (see detailed table below) | N/A | N/A | N/A | N/A | N/A | See option award schedule |
Equity Ownership & Alignment
| Equity Instrument | Grant Date | Quantity | Fair Value/Strike | Term | Vesting Schedule | Change‑of‑Control Treatment |
|---|---|---|---|---|---|---|
| Inducement Stock Options | Sep 2–3, 2025 | 17,000 options | $7.15 exercise price (closing price on grant date) | 10 years | 25% at first anniversary; remaining 75% vests in equal monthly installments over next 36 months | Full vesting if terminated without cause or for good reason within 12 months following a change in control (double trigger) |
| Plan Context | 2022 Equity Incentive Plan amendment approved for larger grants (per‑participant annual limit increased to 50,000; share reserve to 125,257) | — | — | — | — | — |
- Beneficial ownership for Gould was not disclosed in the May 13, 2025 proxy (record date May 9, 2025), as he was appointed later; executive and director beneficial ownership table does not include him .
- Insider trading policy prohibits derivative transactions by executives/directors (except publicly traded common stock warrants) and highlights risks of margin/pledging; Rule 10b5‑1 trading plans are permitted .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Expected Sep 1, 2025; appointed Sep 2, 2025 |
| Employment At‑Will | Yes; either party may terminate at any time |
| Reporting Line | Reports to CEO; full executive authority customary for CFO |
| Severance (no cause or good reason) | 12 months base salary; up to 9 months COBRA reimbursement; reimbursement of accrued expenses; any earned but unpaid prior-year bonus; payment timing subject to release and Section 409A |
| Change‑of‑Control | Double‑trigger full vesting acceleration of options if terminated without cause or for good reason within 12 months post‑CoC |
| Non‑Compete | 12 months post‑termination; covers “Restricted Business” in “Restricted Territory” where Aclarion conducts business |
| Non‑Solicit | 12 months post‑termination; employees, customers, suppliers |
| Non‑Disparagement | Mutual non‑disparagement with standard carve‑outs |
| Confidentiality/IP | Proprietary Information and Inventions Agreement required |
| Key Man Insurance | Company may procure life insurance on executive |
| Governing Law; Jury | Colorado law; jury trial waiver |
| 409A Compliance | Detailed timing/deferral rules; specified employee six‑month delay if applicable |
Performance & Track Record
- Claimed achievements: >$450M raised in public debt/equity, >10 acquisitions led, 3 public‑company sales, and 3 uplistings to Nasdaq; experienced in building finance functions and driving profitability and cash flow .
- Prior controversy: NewAge, Inc. filed for Chapter 11 on Aug 30, 2022 after Gould’s departure, highlighting sector execution risk exposure in prior role .
Compensation Governance and Risk Controls
- Compensation Committee: Members Amanda Williams (chair), Scott Breidbart, Bill Wesemann; all independent; met 2 times in FY 2024; responsibilities include CEO goal‑setting, executive pay approval, and plan oversight .
- Clawback Policy: Effective Dec 1, 2023; Audit Committee determined no recoveries required for the prior three years .
- Say‑on‑Pay: As an emerging growth company, Aclarion is not required to conduct advisory votes on NEO compensation; scaled disclosures apply .
- Equity Plan Mechanics: Administrator may adjust awards for corporate actions; change‑in‑control generally provides for assumption/purchase/cancellation, with discretion to accelerate vesting .
Compensation Structure Analysis
- Cash vs Equity Mix: Modest base salary ($262,500) with at‑risk annual bonus up to 50% and a front‑loaded inducement option grant with multi‑year vesting, indicating retention and alignment design .
- Incentive Metric Transparency: Annual bonus metrics to be set and communicated within 60 days of fiscal‑year start; specific targets/weights not disclosed, limiting pay‑for‑performance visibility .
- Change‑of‑Control Terms: Double‑trigger acceleration on options balances protection and retention; severance of 1x base salary plus COBRA is moderate for CFO market norms .
- Trading Controls: Derivative transactions prohibited; Rule 10b5‑1 plans permitted; policy highlights pledging/margin risks .
Investment Implications
- Alignment: Multi‑year option vesting, double‑trigger CoC acceleration, and bonus tied to annual performance criteria support alignment; transparency on bonus metrics would improve pay‑for‑performance calibration .
- Retention: 25% cliff at one year then monthly vesting over 36 months creates durable retention; severance and COBRA provisions reduce near‑term departure risk .
- Execution Signal: Gould’s capital markets and operating track record is additive for a commercialization‑stage healthtech company; prior NewAge bankruptcy post‑departure is a contextual risk flag but not directly attributable, warranting monitoring .
- Dilution/Plan Capacity: 2025 equity plan amendments materially increased per‑participant limits and share reserve, enabling meaningful future grants to drive retention but also increasing potential dilution; monitor grant pacing and performance linkage .