Steve Deitsch

About Steve Deitsch

Independent director of Aclarion (ACON) since April 21, 2022; age 53. Currently CFO of OrganOx (private medical device company) and designated by Aclarion’s board as the Audit Committee Financial Expert under SEC rules. Education: B.S. in Accounting from Ball State University; in-active CPA license. Independence: the board determined all directors except Jeffrey Thramann, Brent Ness, and David Neal are independent—Deitsch is independent under Nasdaq and SEC criteria .

Past Roles

External Roles

Board Governance

• Board size: 7 directors; Deitsch has served since April 21, 2022 .
• Independence: Board determined Deitsch is independent; Nasdaq/SEC independence standards cited .
• Committee assignments:
  • Audit Committee (Chair): Members—Stephen Deitsch (Chair), Scott Breidbart, Bill Wesemann; 5 meetings in FY 2024; Deitsch designated Audit Committee Financial Expert .
  • Compensation Committee: Not a member .
  • Nominating & Corporate Governance Committee: Not a member .
• Meeting attendance: Full board met 6 times in FY 2024; Audit 5; Compensation 2; Nominating 1; each director attended at least 75% of aggregate meetings of board and committees served .
• Director election results (2025 Annual Meeting, reconvened July 21, 2025):

The “withheld” count for Deitsch was somewhat higher than for several peers, though all nominees were elected; this can signal pockets of investor scrutiny on audit leadership/independence despite overall board support .

• Compensation committee interlocks: None; no executive served on a board with reciprocity during last fiscal year .
• Director attendance at annual meeting: Directors encouraged to attend; no formal policy .

Fixed Compensation

• Non-employee director cash structure (2024): $25,000 board retainer; $15,000 Audit Committee chair; $5,000 per committee membership; paid quarterly in arrears and pro-rated .

• 2024 Director Compensation Table shows Steve Deitsch received $45,000 cash; no stock or option awards .

Performance Compensation

• 2024 equity awards to non-employee directors: None; Stock Awards and Option Awards for directors shown as “-0-” .
• Equity plan parameters: Proposed amendments would raise non-employee director annual grant cap to 50,000 shares, but Proposal 4 (plan amendment) was not approved by shareholders on July 21, 2025 .

Equity awards for directors were not granted in 2024; the company’s plan allows RSUs/options, but no director equity grants were reported for that year .

Other Directorships & Interlocks

• Related party transactions: None meeting SEC thresholds since Jan 1, 2024; audit committee reviews/approves related person transactions per policy .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; extensive CFO experience across public/private medtech and tech; in-active CPA .
• Education: B.S. Accounting, Ball State University .
• Skills relevant to board effectiveness: Financial reporting, audit oversight, risk management (audit responsibilities include oversight of information security/technology risk) .

Equity Ownership

• Beneficial ownership as of May 9, 2025:

• Shares outstanding: 582,371 as of May 9, 2025 (post 2025 stock splits) .
• Pledging/Hedging: Insider trading policy prohibits derivative transactions by directors (except warrants); policy discusses risks of margin/pledging; Rule 10b5-1 plans permitted; no pledging by Deitsch disclosed .
• Section 16 compliance: Company believes all directors/officers timely filed in 2024 .

Governance Assessment

• Strengths

  • Audit leadership and expertise: Chair of Audit Committee; formally designated Audit Committee Financial Expert; committee met 5x in 2024—appropriate cadence for a small-cap EGC; responsibilities include risk oversight and related-party review .
  • Independence: Board determined Deitsch meets independence standards; no compensation committee interlocks; no related party transactions involving him disclosed .
  • Compliance infrastructure: Clawback policy effective Dec 1, 2023; insider trading policy restricts derivatives; audit committee administers whistleblower procedures .

• Alignment/Signals to monitor

  • Low equity ownership: Beneficial ownership is less than one share; combined with 2024 all-cash director compensation (no equity grants), this reduces “skin-in-the-game” alignment typical for governance best practice .
  • Shareholder support: 19,240 “withheld” votes for Deitsch vs 47,374 “for” at 2025 election—still elected, but relatively higher withholds can indicate investor scrutiny of audit oversight/board independence; monitor future elections and any governance feedback .
  • Equity plan amendments: Shareholders did not approve proposed increase to plan limits, potentially signaling concerns about dilution or pay structure; could affect future director equity alignment unless revisited .

• Red Flags

  • None disclosed for related-party transactions, tax gross-ups, option repricing, or pledging/hedging violations; attendance met minimum thresholds (≥75%) .

Overall, Deitsch brings deep financial and audit expertise with formal “financial expert” designation and clean related-party profile. The principal investor-confidence watchpoint is low equity alignment (minimal ownership; no director equity grants in 2024) alongside a non-trivial withheld vote count; addressing equity alignment through future grants or ownership guidelines could strengthen governance signaling .