Luisa Ingargiola
About Luisa Ingargiola
Luisa Ingargiola, age 58, has served as Chief Financial Officer (CFO) of Avalon GloboCare (ALBT) since February 21, 2017. She holds a B.S. in Business Administration (Finance) from Boston University and an MBA in Health Administration from the University of South Florida . Recent “Pay vs Performance” disclosure shows Company TSR of $9 (2023) falling to $4 (2024) for a hypothetical $100 investment, alongside net losses of $(16.7)M (2023) and $(7.9)M (2024), and notes compensation decisions are primarily fixed cash and not tied to TSR or net loss .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MagneGas Corporation (Nasdaq: MNGA) | CFO; later Director | 2007–2016 | Public company finance leadership; SEC/compliance experience |
| Various private companies | Budget Director; Investment Analyst | Pre‑2007 | Corporate budgeting and investment analysis experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dragonfly Energy (Nasdaq: DFLI) | Director; Audit Chair | Current | Audit committee leadership |
| Vision Marine (Nasdaq: VMAR) | Director; Audit Chair | Current | Audit committee leadership |
| XOS Trucks (Nasdaq: XOS) | Director | Current | Director |
| ElectraMeccanica Vehicles (Nasdaq: SOLO) | Director | Mar 2018–Jan 2024 | Former director |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 350,000 | 350,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | — (none disclosed) | — (none disclosed) | — (none disclosed) |
Notes: The Summary Compensation Tables show salary only for Ms. Ingargiola in 2022–2024 with no stock awards, option awards, or non‑equity incentive plan compensation disclosed .
Performance Compensation
Outstanding and Historical Equity Awards
| Item | Detail |
|---|---|
| Option grants (historical) | 2,000,000 options @ $0.50, 10‑yr term, expiring 2/8/2027; vest in 36 equal tranches commencing grant date |
| Additional grant (2020) | 400,000 options @ $1.52, 10‑yr term, expiring 2/18/2030 |
| Outstanding (as of 12/31/2023) | 200,000 options @ $5.00 exp 2/8/2027; 40,000 options @ $15.20 exp 2/18/2030 |
| Outstanding (as of 12/31/2024) | 13,333 options @ $75.00 exp 2/8/2027; 2,667 options @ $228.00 exp 2/18/2030 |
| Exercises/Vesting | No options exercised and no stock vested in 2024 ; none in 2023 ; none in 2022 |
Annual/Long-term Incentive Design and Metrics
| Element | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Legacy milestone bonuses (2017 retention) | 50% salary upon timely 2017 10‑K filing and raising $20M; 100% salary upon (i) merger/sale, (ii) adjusted EBITDA $10M FY, (iii) listing and subsequent $10M raise | N/A | As described | Not disclosed | Not disclosed | N/A |
| Ongoing AIP/LTIP | Company states compensation actually paid is principally fixed cash; TSR/net loss not used in plans for periods reported | N/A | N/A | N/A | N/A | N/A |
Notes: Recent proxies indicate no new equity awards to NEOs in 2024 and no vesting; design disclosures indicate no TSR/net loss metrics driving pay for periods shown .
Equity Ownership & Alignment
| Item | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership | Oct 31, 2025 | 16,000 (options exercisable within 60 days) | Less than 1% of shares outstanding |
| Vested vs unvested | Oct 31, 2025 | 16,000 vested/exercisable; unvested not disclosed | Outstanding awards at 12/31/2024 were shown as exercisable |
| Options (current expiries) | Dec 31, 2024 | 13,333 @ $75 (exp 2/8/2027); 2,667 @ $228 (exp 2/18/2030) | Reverse splits reflected in strikes/quantities |
| Pledging/Hedging | N/A | Hedging prohibited by policy | Pledging not specifically disclosed |
| Ownership guidelines | N/A | Not disclosed | — |
Employment Terms
- Role and tenure: CFO since February 21, 2017; Executive Retention Agreement effective February 9, 2017 .
- At‑will employment; salary increased to $350,000 effective January 1, 2019 .
- Severance protections:
- Termination upon a change of control: 12 months base salary plus target bonus (pro‑rated), full acceleration of stock option vesting, and up to 12 months company‑paid health coverage .
- Involuntary termination: 6 months base salary plus target bonus (pro‑rated), increasing to 12 months after first anniversary; full option vesting acceleration; up to 12 months health coverage .
- Clawback: Company‑wide clawback policy adopted November 16, 2023 applies to awards under the Amended and Restated 2020 Plan .
- Non‑compete/Non‑solicit: Not specifically disclosed for Ms. Ingargiola in recent filings .
Governance, Say‑on‑Pay, and Shareholder Feedback
- Say‑on‑Pay (2023 Annual Meeting): Votes For 5,517,897; Against 32,782; Abstain 6,770; broker non‑votes 1,707,228 .
- Frequency of Say‑on‑Pay (2023): “One year” received most votes (5,529,740) and was adopted as policy going forward .
- Anti‑hedging policy in effect for officers, directors, and employees .
- Compensation Committee is independent and administers equity plans and executive pay .
Related‑Party and Other Risk Indicators
- Company disclosed related‑party transactions involving the Chairman (line of credit, real estate, preferred stock exchange) and a director’s consulting fees; no related‑party transactions were identified involving Ms. Ingargiola .
- No option exercises or stock vesting by executive officers in 2024 (and none in 2023/2022), suggesting limited immediate selling pressure from vesting .
Pay vs Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 initial investment (TSR) | 9 | 4 |
| Net Loss ($) | (16,707,010) | (7,903,394) |
Notes: The company states compensation actually paid is principally fixed cash and that neither TSR nor net loss were used as pay metrics for the periods shown .
Investment Implications
- Pay‑for‑performance alignment: Ms. Ingargiola’s recent compensation is predominantly fixed salary with no disclosed annual bonus payouts and no new equity grants in 2024; disclosed pay plans did not use TSR or net loss as metrics for the periods shown, indicating limited direct alignment to short‑term performance outcomes .
- Retention vs. change‑of‑control dynamics: The retention agreement provides meaningful severance (6–12 months base plus target bonus) and full option acceleration on involuntary termination or termination in connection with a change of control, which can support retention but could also represent sizable guaranteed economics in transactional scenarios .
- Insider selling pressure: With no option exercises or stock vesting in 2024 (and none in 2023/2022), and small currently exercisable option holdings (16,000 within 60 days as of Oct 31, 2025), near‑term selling pressure from vesting appears limited based on disclosed data .
- Alignment and ownership: Beneficial ownership is under 1% of shares outstanding, which may limit direct economic alignment; however, anti‑hedging policy reduces misalignment risk from derivatives .
- Shareholder sentiment: Strong Say‑on‑Pay support in 2023 and adoption of annual Say‑on‑Pay frequency suggest current investor acceptance of the compensation framework, despite weak TSR over the period disclosed .