Todd Usen
About Todd Usen
Todd Usen, 58, has served as ADGM’s Chief Executive Officer and a Class I director since December 2024; he was appointed on December 12, 2024, effective December 13, 2024 . He holds a B.S. in Marketing from the Isenberg School at the University of Massachusetts and an MBA from Pepperdine University . Prior roles span CEO of Minerva Surgical (Dec 2022–Jul 2024), CEO of Activ Surgical (Dec 2018–Dec 2022), President, Medical Systems Group at Olympus (2015–2019), senior operating roles at Smith & Nephew (2007–2015), and commercial leadership at Boston Scientific (1995–2007) . ADGM reported $0.137 million in revenue in Q4 2024* and negative EBITDA across Q1–Q3 2025* as the company advanced its VT cryoablation program and reallocated resources toward the FULCRUM-VT pivotal trial [GetFinancials: S&P Global].
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Minerva Surgical | President & CEO | Dec 2022–Jul 2024 | Led restructuring and raised financing to take company private; drove top-line growth . |
| Activ Surgical | CEO | Dec 2018–Dec 2022 | Oversaw FDA/CE clearance of ActivSight and led four fundraising rounds totaling over $92M . |
| Olympus Corp. of the Americas | President, Medical Systems Group | 2015–2019 | Ran $2B+ business, drove M&A, expanded divisions from 6 to 11, executed restructuring . |
| Smith & Nephew | President U.S. Orthopedics; SVP & GM Joint Reconstruction; SVP Sports Medicine | 2007–2015 | Grew orthopedic and sports medicine businesses; senior operating leadership roles . |
| Boston Scientific | VP Sales; Director of Sales | 1995–2007 | Commercial leadership across multiple medical device lines . |
External Roles
| Organization | Role | Years | Notes / Strategic Lens |
|---|---|---|---|
| Rob Surgical | Executive Chairman | Current | Governance and commercialization support in surgical robotics . |
| NeoPredix | Chairman | Current | Board leadership in neonatal tech . |
| Alesi Surgical | Independent Director | Current | External public/private board role focused on surgical innovation . |
| MassMEDIC | Executive Chairman | Current | Regional medtech association leadership; industry network leverage . |
| Cleveland Clinic Innovations & Ventures | Advisor | Current | Technology/ventures advisory . |
| Avertto Medical | Advisor | Current | Clinical/device advisory . |
Fixed Compensation
| Component | Terms | Effective/Grant Timing |
|---|---|---|
| Base Salary | $500,000 per year . | |
| Annual Discretionary Performance & Retention Bonus | Up to 50% of base salary; Board discretion; paid by March 15 following the bonus year . | |
| Financing Bonus | 16% of base salary upon closing an equity financing and/or non-equity dilutive transaction(s) meeting threshold; payable within 30 days after closing . | |
| Relocation Expenses | Up to $100,000 for relocation to Orange County, CA . | |
| Benefits | Standard executive employee benefits . |
Performance Compensation
| Incentive | Metric / Trigger | Target | Actual | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|---|
| Annual Discretionary Bonus | Board’s assessment of individual and company performance . | Up to 50% of base . | Not disclosed. | Board discretion; paid by March 15 post-year . | Cash (no vesting). |
| Financing Bonus | Closing financing and/or non-equity dilutive BD raising ≥ greater of $30M or run-way until 6 months after FULCRUM top-line data; must be employed at closing . | 16% of base . | Not disclosed. | Paid within 30 days post-closing . | Cash (no vesting). |
| Stock Options | Time-based service vesting; option equals ~5% of fully diluted shares; exercise price equals market close at grant . | 25% cliff at 1st anniversary of Start Date; remaining monthly over 36 months . | Grant date fair value $729,916 (granted Feb 11, 2025) . | Exercisable per plan; no performance condition disclosed . | 25% on Dec 13, 2025; monthly thereafter . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Oct 24, 2025) | 455,141 shares; 2.10% of 21,179,637 shares outstanding . |
| Vested vs Unvested Breakdown | Not disclosed in proxy; option vest schedule noted above . |
| Options Exercisable vs Unexercisable | Not disclosed in proxy; CEO option granted Feb 11, 2025 . |
| Pledging / Hedging | Company policy prohibits short sales, options, hedging, margin accounts for employees and directors . |
| Ownership Guidelines | Compensation Committee monitors compliance where applicable; specific CEO guidelines not disclosed . |
| Director Pay for Employee-Director | CEO receives no additional director compensation . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start & Status | Start date Dec 13, 2024; at-will employment . |
| Severance (Non-CIC) | 12 months base salary continuation; eligibility to receive pro-rated actual annual bonus for year of termination, paid with similarly situated executives . |
| Severance (CIC; double trigger) | If Qualifying Termination within 3 months before or 12 months after CIC: 18 months base salary; lump sum equal to pro-rated target annual bonus for the year of termination . |
| Release & Conditions | Severance contingent on execution and non-revocation of release; property return; compliance . |
| Clawback | Incentive Compensation Recoupment Policy adopted July 2024 (Rule 10D-1, Nasdaq 5608) for restatements . |
| 280G / Excise Tax | 280G cutback (no gross-up); reduction methodology to maximize after-tax benefit; Section 409A compliance addressed . |
| Confidentiality / IP | Standard Employee Confidential Information and Inventions Assignment Agreement . |
| Outside Activities | Permitted civic/non-profit; prohibitions on competitive activities during employment . |
| Arbitration | JAMS; FAA; class action waiver (subject to excluded claims) . |
Board Governance
- Role: CEO and Class I director; nominee for election to hold office until 2028 if elected .
- Independence: Not independent due to employment; Board otherwise majority independent .
- Chair: Independent, non-executive Chair (Orly Mishan); Chair and CEO roles separated .
- Committees: Usen not a member; committee composition shown below .
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Gardiner; Moran | Gardiner | Company disclosed non-compliance with Nasdaq audit committee requirements after a 2024 resignation; evaluating options . |
| Compensation | Mishan; Moran | Moran | Oversees executive/director pay; WTW engaged . |
| Nominating & Governance | Mirsaeedi-Farahani; Mishan; Cox | Mirsaeedi-Farahani | Oversees ESG, succession, board composition . |
- Meetings/Attendance: Board met five times in FY2024; each director attended ≥75% of meetings and committee meetings during service .
- Executive Sessions: Regularly scheduled independent director sessions .
- Director Compensation: Non-employee director cash retainers and option programs adopted Mar 2025; CEO receives no director pay .
Performance & Track Record
- Strategic focus under Usen: Corporate restructuring to prioritize FULCRUM-VT U.S. pivotal IDE trial and product design optimization; reduction in force to reallocate capital to critical initiatives .
- CEO certifications: Signed SOX 302/906 certifications for FY2024 10-K and Q3 2025 10-Q .
- Financing execution: Signed PIPE Registration Rights Agreement as CEO in October 2025 supporting ~$19M upfront with milestone warrants potential .
Company Financial Performance During Tenure (Quarterly)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $137,000* | N/A* | N/A* | N/A* |
| EBITDA ($USD) | -$8,429,000* | -$7,126,000* | -$4,446,000* | -$5,530,000* |
| Values retrieved from S&P Global. |
Compensation Structure Analysis
- Equity-heavy orientation with a large time-based option (~5% fully diluted) aligns long-term value creation with shareholder outcomes .
- Discretionary annual bonus design and financing-triggered bonus (16% of base) emphasize capital formation and execution milestones rather than fixed guaranteed pay .
- Double-trigger CIC severance (18 months base + pro-rated target bonus) balances retention with market-standard protections; subject to clawback and 280G cutback (no gross-up) .
Risk Indicators & Red Flags
- Audit committee compliance: Company disclosed non-compliance with Nasdaq audit committee requirements following a 2024 resignation (working on remediation) .
- Hedging/pledging: Prohibited by insider trading policy (reduces misalignment and leverage risk) .
- Say-on-pay: Exempt as an emerging growth company, limiting shareholder advisory feedback on pay .
- Insider transactions: This report relies on DEF 14A and 8-K filings; these sources do not include Form 4 transaction details for Usen in the period reviewed .
Director Compensation (Employee-Director)
- CEO receives no additional compensation for board service; non-employee director cash and equity program summarized in proxy, but not applicable to Usen .
Employment & Contracts (Retention/Transition)
- At-will with defined severance constructs and arbitration; confidentiality/IP obligations standard .
- No disclosed tax gross-ups; 280G cutback in place .
- No disclosed pension/SERP benefits; 401(k) offered, no match .
Equity Ownership & Insider Selling Pressure
- Beneficial ownership: 455,141 shares (2.10%) as of Oct 24, 2025 .
- Pledging/hedging prohibited by policy; no pledging disclosed .
- Form 4 transactions: Not covered in DEF 14A/8-K filings reviewed here .
Compensation Peer Group & Shareholder Feedback
- Compensation consultant: Willis Towers Watson engaged; peer group analysis referenced but specific companies not disclosed .
- Say-on-pay votes: Not applicable due to emerging growth company status .
Investment Implications
- Alignment: A sizable, time-based option (~5% FD) and no director pay suggest high equity-at-risk and salary restraint; clawback and hedging/pledging prohibitions support alignment .
- Retention Risk: Double-trigger CIC protections and severance terms mitigate turnover risk; absence of guaranteed bonuses and reliance on financing triggers increase execution sensitivity .
- Trading Signals: Financing bonus tied to capital raising milestones and recent PIPE indicates ongoing capital needs; watch for financing closings and any subsequent Form 4 filings as potential selling pressure markers. CEO signed the 2025 Registration Rights Agreement tied to the PIPE .
- Governance: Separation of Chair/CEO addresses dual-role concerns; board independence maintained; audit committee non-compliance disclosure is a near-term governance risk to monitor .
- Fundamentals: With minimal reported revenue and negative EBITDA during the period*, investors should key on clinical and regulatory milestones (FULCRUM-VT PMA path) and financing runway management [GetFinancials: S&P Global].
Values retrieved from S&P Global.