Jeff Thramann
About Jeff Thramann
Jeffrey Thramann, M.D., is Executive Chairman and Director at Aclarion (ACON), serving as a director since 2020, Executive Director beginning March 2021, and transitioning to Executive Chairman at the April 21, 2022 IPO; age 60 as of April 30, 2025, with responsibilities spanning strategic vision, capitalization, governance, investor relations, and senior leadership recruitment . He completed neurosurgical residency and a complex spinal reconstruction fellowship at Barrow Neurological Institute, earned an M.D. from Cornell University Medical College, and a B.S. in electrical engineering management from the U.S. Military Academy at West Point; he is the named inventor on over 100 U.S. and international patents . Company-level TSR, revenue growth, and EBITDA growth linked to his tenure are not disclosed in these filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boulder Neurosurgical Associates | Founder and Senior Partner | 2001–2008 | Built a neurosurgical practice in Boulder County, Colorado . |
| Lanx, LLC | Founder and Chairman | 2002–2013 (sold to Biomet in Nov 2013) | Innovated the interspinous process fusion space with patented Aspen product; exit to Biomet . |
| ProNerve, LLC | Founder and Chairman | 2006–2012 (sold to Waud Capital Partners) | Intraoperative neurophysiological monitoring during high-risk neuro/spine surgeries . |
| U.S. Radiosurgery | Founder and Chairman | Pre-2011–2011 (sold to Alliance Healthcare Services in Apr 2011) | Grew to largest U.S. provider of robotic CyberKnife radiosurgical treatments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auddia Inc. (NASDAQ: AUUD) | Founder and Executive Chairman | 2012–present | AI platform reinventing audio experiences across radio and podcast; technology leadership and board governance . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $300,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $33,375 (approved June 2024) | $80,625 (approved January 2025) |
| All Other Compensation ($) | $0 | $444 (Colorado FAMLI tax) |
| Total Compensation ($) | $333,375 | $381,069 |
Notes: Aclarion’s program emphasizes base, bonus, and equity incentives, but no stock or option awards were granted to Thramann in 2023–2024 .
Performance Compensation
- Annual cash bonus amounts for 2023 and 2024 are disclosed, but the underlying performance metrics, weightings, targets, and payout formulas are not detailed in the proxy; the company states a pay-for-performance philosophy and utilizes bonuses and equity incentives generally .
- The 2022 Equity Incentive Plan allows performance-based cash awards and a broad set of performance goals, with the Compensation Committee able to adjust for unusual/nonrecurring items; specific NEO KPIs for Thramann are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (May 9, 2025) | 10 shares; <1% of outstanding (582,371 shares outstanding) . |
| Beneficial ownership (Mar 31, 2025) | 10 shares; <1%; consistent with proxy . |
| Options – Thramann grant | 1,204,819 shares pre-splits; 8 shares post-2024/2025 stock splits; exercise price $1.94 per share ($280,756.80 post-split); 10-year term; vested on IPO date April 21, 2022 . |
| Options/RSUs outstanding company-wide | As of April 30, 2025: 4 options outstanding; no RSUs outstanding under the 2022 Plan . |
| Equity plan reserve and “evergreen” | Plan features an evergreen increase (5% of prior year-end outstanding shares); details reiterated in 10-K and proxy . |
| Pledging/Hedging Policy | Officers and directors prohibited from hedging and pledging company securities; margin accounts discouraged; preclearance and trading windows required . |
| Rule 10b5-1 plans | Permitted; none adopted by directors or executive officers during 2024 . |
| Director fees for Exec Chair | Executive Chairman does not receive director compensation . |
Interpretation: Severe reverse stock splits materially reduced absolute share counts, making option economics reflect consolidated/share-equivalent figures; executive prohibitions on pledging and derivatives reduce misalignment risk .
Employment Terms
- Employment Agreement: Effective March 1, 2021 (executed June 15, 2021) for the Executive Director role; $25,000/month salary; transitioned to Executive Chairman at IPO; Thramann Options granted with 10-year term and full vest on IPO date .
- At-will employment: Executive Director/Executive Chairman roles characterized as at-will in the agreement .
- Severance/Change-of-Control: Specific severance for Thramann not disclosed. The 2022 Plan states unvested awards do not automatically vest upon change-of-control unless the Administrator decides; Administrator may accelerate vesting at discretion, including in connection with a change-in-control .
- Clawback policy: Effective December 1, 2023; audit committee determined no recoveries were required (no performance-based compensation tied to filed financials during the lookback) .
- Trading compliance: Preclearance, defined trading windows, and prohibition on hedging/pledging for officers/directors; 10b5-1 permitted but none in 2024 .
Board Governance
- Board composition and independence: Seven directors; independent directors comprise a majority; Thramann (Executive Chairman), CEO Brent Ness, and David Neal are not independent .
- Lead Independent Director: William Wesemann serves as Lead Independent Director due to a non-independent chair (Thramann) .
- Committees and membership (2024 activity shown):
- Audit Committee: Chair Stephen Deitsch; Members Breidbart, Wesemann; met 5 times; Deitsch designated audit committee financial expert .
- Compensation Committee: Chair Wesemann; Members Amanda Williams, Breidbart; met 2 times; all independent members .
- Nominating & Corporate Governance Committee: Chair Amanda Williams; Members Wesemann, Breidbart; met 1 time; all independent .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; Board held 6 meetings .
- Director compensation (non-employee): Annual cash—$25,000 board retainer; $15,000 Audit Chair; $5,000 per committee membership; Exec Chairman and CEO do not receive director fees .
Director Compensation (For reference)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Scott Breidbart | 40,000 | 0 | 0 | 0 | 40,000 |
| Stephen Deitsch | 45,000 | 0 | 0 | 0 | 45,000 |
| David Neal | 25,000 | 0 | 0 | 0 | 25,000 |
| William Wesemann | 40,000 | 0 | 0 | 0 | 40,000 |
| Amanda Williams | 35,000 | 0 | 0 | 0 | 35,000 |
Other Directorships & Interlocks
- Thramann is Executive Chairman of Auddia Inc. (NASDAQ: AUUD) .
- Stephen Deitsch is a director and audit committee chair at Auddia and sits on Aclarion’s board and audit committee as chair, creating governance network ties between Aclarion and Auddia .
Compensation Structure Analysis
- Mix shift: For Thramann, no equity grants in 2023–2024; compensation was base salary plus cash bonus and minimal “other,” implying a higher near-term cash mix and potentially lower fresh equity-linked pay over these two fiscal years .
- Equity plan controls: Plan prohibits option repricing/cash exchange of in-the-money options without shareholder approval; Administrator controls award terms, can accelerate vesting, and maintain non-transferability except as permitted .
- Grant timing: Company does not time equity awards around material non-public information; in 2024, no NEO equity grants were made adjacent to quarterly/annual filings .
- Advisor independence: Compensation Committee evaluates and assesses compensation advisors per Nasdaq independence standards .
Related Party Transactions
- The company reported no related person transactions in 2024 and maintains an audit-committee-administered related person transaction policy .
Risk Indicators & Red Flags
- Dual role concerns: Executive Chairman role is non-independent; board mitigates with a Lead Independent Director and independent committees .
- Pledging/hedging risk: Prohibited for officers/directors, reducing misalignment/forced-sale risk; trading windows and preclearance enforced .
- Clawback readiness: Policy effective Dec 1, 2023; no recoveries required during review period; demonstrates compliance posture .
- Equity plan COC mechanics: No automatic vesting on change-of-control; acceleration discretionary—less executive-protective than single/double-trigger mandates, reducing deal-related windfalls risk .
- Share structure dynamics: Reverse stock splits significantly changed share counts and increased authorized-but-unissued shares, potentially affecting dilution calculus and option strike economics; board weighs liquidity and listing concerns vs. negative investor perceptions .
Equity Ownership & Alignment Details
| Metric | Value |
|---|---|
| Shares Outstanding (May 9, 2025) | 582,371 |
| Thramann Beneficial Ownership (shares / %) | 10 shares; <1% |
| Options – Vesting | Thramann Options vested on IPO date April 21, 2022; 10-year term |
| Options – Company Outstanding (Apr 30, 2025) | 4 options; 0 RSUs under 2022 Plan |
| Equity Plan Evergreen | Annual increase up to 5% of prior year-end outstanding shares |
Investment Implications
- Alignment: With no new equity awards in 2023–2024 for Thramann and very small post-split beneficial holdings, near-term selling pressure appears limited in magnitude; pledging/hedging prohibitions further align behavior with shareholders, and any 10b5-1 selling would be preplanned and compliant .
- Retention: Immediate vesting of Thramann’s legacy option grant at IPO reduces unvested incentive “hooks”; retention hinges on role scope, cash compensation, and future equity policy changes rather than vesting overhang .
- Governance quality: Independence structure is adequate (independent committees, Lead Independent Director) despite a non-independent chair; attendance and meeting cadence support oversight; committee responsibilities align with Nasdaq/SEC standards .
- Deal dynamics: Discretionary COC vesting limits automatic executive windfalls, potentially favoring shareholder economics in strategic transactions relative to companies with generous double-trigger acceleration .
- Pay-for-performance transparency: Lack of disclosed NEO performance metrics and bonus scorecards limits external assessment of pay-for-performance rigor; monitoring Compensation Committee disclosures and any future CD&A enhancements is warranted .
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