Greg Lipschitz
About Greg Lipschitz
Greg Lipschitz (age 37) is Chief Executive Officer and a director at Firefly Neuroscience, Inc. (NASDAQ: AIFF). He became Interim CEO on January 6, 2025 and was appointed CEO on March 26, 2025; he previously served as Executive Chairman from December 3, 2024 to March 2025 and has served on the Board since at least August 2024 (prior disclosures note director service since December 2022) . He is a CFA charterholder with a B.S. in Business from the Richard Ivey Business School (Western University) and has 15+ years across private equity, merchant banking, capital markets and advisory, having advised on over $1 billion in transactions . Company-level performance disclosures prior to his tenure show cumulative TSR deeply negative in 2022–2024 and a 2024 net loss.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 based on TSR | $39.97 | $2.47 | $3.67 |
| Net Loss | $(3.904)mm | $(2.603)mm | $(10.460)mm |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 2686225 Ontario Inc. | Managing Director | Jun 2018–present | Capital markets/advisory experience |
| Lazer Capital | Vice President | Jun 2018–Feb 2024 | Private capital, advised high-growth businesses |
| Old Stone Advisors | Managing Director | Current | Consulting and financial advisory; >$1B transactions advised |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Old Stone Advisors | Managing Director | Current | Financial advisory firm |
| Lazer Capital | Vice President | 2018–2024 | Capital markets; investing/advisory |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $300,000 per year |
| Target Annual Cash Bonus | 50% of annual base salary; performance bonus opportunity |
Performance Compensation
| Instrument | Grant/Terms | Vesting | Metrics/Conditions |
|---|---|---|---|
| RSUs under 2024 LTIP (aggregate 3.0% of fully diluted shares as of Mar 27, 2025; granted up to 395,927 units) | Granted Apr 18, 2025 per employment agreement | 197,963 RSUs vest in 36 equal monthly installments beginning Apr 27, 2025 (service-based) | Time-based; continuous service required |
| RSUs under 2024 LTIP (performance RSUs; up to 197,964 units) | Same grant as above | 65,988 RSUs per year over 3 years from Mar 27, 2025 (subject to share availability) | Annual performance targets related to the Company (set/approved annually by Board/Comp Committee) |
The Pay vs Performance section states the company did not use specific financial performance measures to link NEO pay to performance in the most recent fiscal year given Smaller Reporting Company status .
Equity Ownership & Alignment
| Detail | Value |
|---|---|
| Beneficial ownership (common + derivatives within 60 days) | 485,580 shares |
| Ownership % of outstanding | 3.6% |
| Components (disclosed) | 431,202 common; 10,998 common “currently exercisable” (as described); up to 43,380 options exercisable held via Bower Four Capital Corp. |
| Shares outstanding at record date (Sep 4, 2025) | 13,448,848 |
Notes:
- Beneficial ownership includes securities exercisable within 60 days under SEC rules . The table footnote attributes part of the holdings to options via Bower Four Capital Corp., an entity wholly owned by Mr. Lipschitz .
- No explicit disclosure of share pledging appears in the cited beneficial ownership section .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date and role | Employment Agreement dated Mar 27, 2025 as CEO |
| Initial term | 3 years from Jan 6, 2025; auto-renews 1 year unless notice 30 days before expiry |
| Severance – without cause | Base salary (12 months) plus any annual cash bonus payable, paid over 12 monthly installments; 12 months’ worth of equity that would have vested accelerates |
| Severance – upon Change of Control termination by Company | Lump-sum base salary plus any annual cash bonus he is entitled to; all outstanding equity vests immediately |
| Non-compete / Non-solicit | Non-compete during employment; non-solicit during employment and 1 year post-termination; confidentiality and inventions assignment; non-disparagement |
| Clawback / Gross-ups | Not specifically disclosed in the cited agreement excerpt |
Board Governance
- Roles: CEO and director; not independent under Nasdaq rules due to employment and related agreements (RSU award and the “Lipschitz Agreement”) .
- Board leadership: Chairman is Arun Menawat (independent); board is classified into three staggered classes .
- Committees: Audit (Posner—chair, Menawat, Vnook), Compensation (Menawat—chair, Vnook, Posner), Nominating/Governance (Vnook—chair, Menawat, Posner). Mr. Lipschitz is not listed on committees .
- Insider Trading Policy and Code of Ethics adopted; posted/disclosed .
Dual-role implications: CEO + director roles concentrate influence; however, separation of CEO and Chairman mitigates combined authority. Non-independence and a related-party strategic agreement were considered by the Board in its independence analysis .
Director Compensation
| Name | Year | Cash Retainer | Equity/Option Grants (Grant-date FV) | Total |
|---|---|---|---|---|
| Greg Lipschitz | 2024 | — | $262,119 (options to purchase 55,183 shares to 2686255 Ontario Inc.; 27,694 exercisable) | $262,119 |
- Narrative states non-employee directors received no monetary compensation during the periods; compensation in form of equity/option awards only .
Related Party Transactions
- Strategic agreement between the Company and Bower Four Corp. (entity through which Mr. Lipschitz provides services): aggregate consideration of $950,000 in common stock over three years ($316,667 per year in service credits) .
- Board explicitly considered this “Lipschitz Agreement,” along with the CEO equity award, in determining Mr. Lipschitz is not independent .
Performance & Track Record
- Biography highlights: 15+ years across PE/merchant banking/capital markets with >$1B of transactions; CFA; Ivey Business School .
- Company-level outcomes (pre-CEO tenure): TSR for $100 fell to $3–4 by 2024; net loss widened to ~$10.46mm in 2024 per Pay vs Performance table .
- No specific project wins or operating KPIs tied to Mr. Lipschitz were disclosed in the cited materials for 2025 to date.
Compensation Structure Analysis
- High equity alignment: CEO grant equals 3.0% of fully diluted shares at agreement date, split 50/50 between time-based and performance-based RSUs .
- Metric design: Performance RSUs vest annually (65,988 per year) against Board-approved annual company performance targets; specific metrics/thresholds not disclosed .
- Potential dilution: Board seeks to increase 2024 LTIP share pool by 317,820 shares (with an annual “evergreen” up to 4% of shares outstanding through 2035), signaling sustained equity issuance plans .
- Governance protections: Independent Compensation Committee oversees executive pay; Insider Trading Policy and Code of Ethics in place .
Vesting Schedules and Insider Selling Pressure
| Award | Quantity | Vesting cadence | Start date(s) | Comments |
|---|---|---|---|---|
| CEO RSUs (time-based) | 197,963 | 36 equal monthly installments | Apr 27, 2025 | Straight-line supply of new stock each month; service condition only |
| CEO RSUs (performance-based) | 197,964 | 65,988 per year over 3 years | From Mar 27, 2025 (annual) | Subject to annual Company performance targets and sufficient authorized LTIP shares |
| Director option award (2024) | 55,183 | Standard option vesting; 27,694 currently exercisable | 2023 grant date referenced | Award to 2686255 Ontario Inc. (controlled by Mr. Lipschitz) |
Risk Indicators & Red Flags
- Independence/related-party optics: Non-independence determination and an on‑going stock-based service agreement with an entity controlled by Mr. Lipschitz raise governance optics that investors should monitor .
- Equity overhang: LTIP share pool increase and evergreen feature imply continued equity issuance; combined with monthly RSU vesting, this can create periodic selling pressure and dilution risk .
- Legal/disciplinary: The company discloses no relevant legal proceedings for directors/officers in the past ten years for Mr. Lipschitz .
Compensation Committee & Peer Group
- Compensation Committee: Arun Menawat (Chair), Stella Vnook, Brian Posner; all independent and non‑employee directors .
- Peer group/targets: No compensation peer group, percentile targets, or detailed performance metric weightings disclosed in the cited materials .
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay voting results or shareholder engagement outcomes are disclosed in the cited proxy for 2025 .
Equity Plan Architecture (context)
- 2024 Long-Term Incentive Plan: initially 833,333 authorized shares; Board is seeking approval to raise to 1,151,153 and adopt a 4% evergreen from 2026–2035 .
- Plan allows stock options, RSUs, performance awards, SARs, and other awards; standard vesting, termination, and adjustment provisions apply .
Investment Implications
- Alignment vs. dilution: The CEO’s large equity package (3% of fully diluted shares at grant) directly ties outcomes to equity value but, alongside evergreen LTIP capacity, creates measurable dilution overhang; monthly RSU vesting introduces potential steady-state supply into the float .
- Retention and COC protections: Severance (12-month cash and equity acceleration) and COC acceleration reduce retention risk but can increase transaction costs and could be perceived as shareholder-unfriendly if payouts trigger broadly; terms are largely standard for micro/small-cap issuers .
- Governance: CEO is non‑independent and party to a related-party stock-based service agreement; mitigated partly by an independent Chair and fully independent key committees. Continued monitoring of related‑party transactions and Compensation Committee rigor is warranted .
- Execution risk: Company‑level TSR and losses prior to his tenure reflect a high‑risk, early‑stage profile; the performance RSUs require annual target setting, offering a mechanism to tie equity payout to execution if targets are rigorous .