David DeCaprio
About David DeCaprio
David DeCaprio is President & Chief Operating Officer (appointed April 18, 2025) and a Class I director at Firefly Neuroscience (AIFF). He has a BS in Electrical Engineering & Computer Science from MIT and a deep track record in AI/ML leadership across healthcare and technology startups, including CTO roles at mbue.ai (2024–2025), ClosedLoop.ai (2017–2023), Fina Technologies (2008–2015), and VP Engineering at GNS Healthcare (2005–2017) . As of December 3, 2024 he was age 52; he has served on AIFF’s board since August 2024 and moved into an executive role in April 2025, which impacts independence status under Nasdaq rules . Company operating context for pay alignment: FY2023 revenue was $7.98 million; FY2023 EBITDA was -$1.98 million; FY2024 values were not disclosed in our dataset . FY2023 EBITDA value marked with an asterisk; Values retrieved from S&P Global.
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $7,981,975 | — |
| EBITDA (USD) | -$1,977,338* | — |
Note: Values with an asterisk are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| mbue.ai | Chief Technology Officer | Apr 2024–Apr 2025 | Led AI for AEC sector, translating advanced ML to product |
| ClosedLoop.ai | Founder & Chief Technology Officer | 2017–2023 | Built healthcare-specific data science platform; award-winning startup |
| Fina Technologies | Chief Technology Officer | Jun 2008–Jan 2015 | Applied AI/ML to financial analytics |
| GNS Healthcare | VP Engineering | Sep 2005–Jan 2017 | Scaled computational healthcare analytics |
| Various consulting (incl. Baylor College of Medicine; Icahn School of Medicine at Mount Sinai) | Consultant | 2006–2017 (periodic) | Transitioned academic AI to commercial solutions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cizr | Chief Executive Officer | May 2015–Present | AI to improve sports coaching efficiency |
| mbue.ai | Chief Technology Officer | Apr 2024–Apr 2025 | Venture-backed AI for AEC industry |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $250,000 per year | Under DeCaprio Employment Agreement (Apr 18, 2025) |
| Target Annual Bonus | Up to 50% of base salary | Paid as of Dec 31 fiscal year |
| Additional Performance Bonus | Eligible | Terms not fully disclosed |
| Minimum Annual Bonus Continuation (upon qualifying severance) | Minimum 2025 and Minimum 2026 annual bonus payable quarterly for 12 months | Contingent on termination type and release; amounts not disclosed |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSU – Service-based (131,976 units) | Service/tenure | n/a | n/a | n/a | 131,976 RSUs | Vests quarterly in 12 equal installments starting Jun 27, 2025 |
| RSU – Performance-based (up to 131,976 units) | “Annual performance targets related to the Company” | Not disclosed | Not disclosed | Not disclosed | Up to 131,976 RSUs | 0.34% of grant in year 1; 0.33% per year over next two years from Mar 27, 2025, contingent on target achievement |
| Total RSU Grant | Aggregate representing 2.0% of fully diluted common as of Mar 27, 2025 | n/a | n/a | n/a | 263,952 RSUs | See schedules above |
| Stock Options | Option award (employee stock option) | n/a | n/a | n/a | Right to buy 9,198 shares | $5.58 strike; expires Jul 8, 2028; vests monthly |
The 2024 LTIP permits performance awards tied to criteria such as revenues, EBITDA, EPS, TSR, market share, FCF, and other metrics at company or unit level; Committee can adjust measures or periods if business changes .
Equity Ownership & Alignment
| Component | Amount | Status | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 45,893 shares | <1% of outstanding | As of 2025 record date |
| Common shares | 10,998 shares | Owned | Included in beneficial ownership |
| Options – exercisable | 7,230 shares | Exercisable within 60 days | Underlying stock options |
| Deferred Stock Units (DSUs) – vested | 16,667 shares | Vested (not yet delivered) | Vested DSUs to be settled in stock |
| Deferred Stock Units (DSUs) – unvested | 10,998 shares | Unvested | Will be issuable upon future vesting |
| RSUs (2025 employment grant) | 263,952 units | Unvested (service/performance schedules) | Equal split between service-based and performance-based tranches |
| Anti-hedging / Anti-pledging | Prohibited | Policy in effect | Employees and directors prohibited from hedging or pledging company securities |
No Form 144 notice of proposed sale by DeCaprio was found in October 2025 searches; this reduces near-term insider sale pressure signals based on available filings (search returned no information).
Employment Terms
| Term | Detail |
|---|---|
| Role & Start | President & COO; Employment Agreement dated April 18, 2025 |
| Contract Length | Initial 3-year term from Apr 18, 2025; auto-renews 1 year unless notice 30 days before expiration |
| Severance – Without Cause / Good Reason | Base salary continuation: 6 months (<12 months tenure), 9 months (12–24 months), 12 months (>24 months); plus quarterly payments of Minimum 2025/2026 Annual Bonus for 12 months; COBRA reimbursement (subject to release) |
| Change-of-Control Economics | If terminated for cause or resigns for Good Reason within 12 months post-CoC: lump sum equal to base salary + target bonus (greater of current or prior year), COBRA reimbursement; full vesting of all unvested options and equity awards; restrictions lapse |
| Restrictive Covenants | Confidentiality, IP assignment; noncompetition during employment; non-solicit for 1 year post-employment; non-disparagement during and after employment |
Board Governance
- Board classification: Class I director (with Greg Lipschitz); Board is three classes; five members total .
- Committee roles: Chair of Compensation Committee; member of Audit Committee; member of Nominating & Corporate Governance Committee .
- Independence: Pre-April 2025 the Board determined all directors except Lipschitz were independent per Nasdaq standards; his April 2025 executive appointment impacts independence; the Board considered his Employment Agreement and RSU grant in assessing independence thereafter .
- Director cash compensation: Non-employee directors received no monetary compensation in 2023–2024; equity awards/option grants applied to others; no director fees disclosed for DeCaprio in those periods .
Director Compensation (non-employee director)
| Year | Cash Retainer | Committee Fees | Equity Grants | Total |
|---|---|---|---|---|
| 2023 | — | — | — | — |
| 2024 | — | — | — | — |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $7,981,975 | — |
| EBITDA (USD) | -$1,977,338* | — |
Note: Values with an asterisk are retrieved from S&P Global.
Investment Implications
- Alignment and upside: The 2.0% RSU grant split between service and performance tranches aligns comp with sustained service and achievement of annual company targets; performance metrics can include revenue, EBITDA, EPS, TSR, and other criteria per LTIP, indicating potential pay-for-performance linkage .
- Dilution and overhang: RSUs of this size plus ongoing proposals to increase authorized shares and plan share limits raise dilution risk; monitor shareholder approvals and future issuances for equity overhang acceleration .
- Retention and severance economics: Tiered severance with bonus continuation supports retention but increases fixed-cost risk; change-of-control twin benefits (cash + full vesting) could incentivize transaction scenarios and create payout acceleration; governance should balance this with rigorous performance conditions .
- Trading signals: No Form 144 sales identified for DeCaprio in Oct 2025, reducing immediate insider selling pressure signals; however, quarterly vesting starting June 27, 2025 may introduce steady supply once shares deliver—track Rule 10b5-1 plans and Form 4 activity going forward (search returned no information).
- Governance quality: Anti-hedging/anti-pledging and clawback policies are positives; compensation committee chaired by DeCaprio while he is an executive introduces dual-role scrutiny—post-appointment independence concerns should be mitigated by committee composition (independent members) and adherence to Nasdaq independence requirements .