Landy Toth
About Landy Toth
Landy Toth is Chief Technology Officer at Autonomix Medical, Inc. (NASDAQ: AMIX), serving in the role since founding Autonomix in August 2014; he is 48 as of August 26, 2025 and serves on a part-time basis (25% of his working time) . Toth holds a MASc from the University of Toronto and a BASc from the University of Waterloo; he is a prolific inventor with 647 publications across 56 patent families and a >70% grant rate after two years . He concurrently serves as CTO (since September 2016) and CEO (since November 2024) of LifeLens Technologies, Inc., and has been an employee of Davos Chemical Corporation since January 2011 . Autonomix’s executive compensation program includes a Dodd-Frank recoupment (clawback) policy and an anti-hedging policy applicable to executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Autonomix Medical, Inc. | Chief Technology Officer; Co-founder | Since Aug 2014 | Key inventor leading development of the company’s catheter-based nerve sensing/ablation technology; part-time 25% commitment . |
| Tricord Holdings, LLC | Founder | Since 2012 | Technology commercialization within medical devices; startup environment experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LifeLens Technologies, Inc. | Chief Technology Officer; Chief Executive Officer | CTO since Sep 2016; CEO since Nov 2024 | Development and commercialization of wearable and interventional diagnostic medical technologies . |
| Davos Chemical Corporation | Employee | Since Jan 2011 | Ongoing employment noted; no further detail disclosed . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Option Awards Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| FY 2023 | 156,250 | N/D | N/D | N/D | No additional detail disclosed for 2023 . |
| FY 2024 | 187,500 | 0% | – | 165,241 | Consulting basis (25% time) . |
| FY 2025 | 147,917 | 0% | – | 165,241 | Voluntary pay reductions; go-forward annual salary $50,000 effective April 2025 (FY 2026) . |
Additional compensation actions: On June 21, 2024, the Compensation Committee decreased Mr. Toth’s annual salary to $137,500 for FY 2025 .
Performance Compensation
Company Annual Bonus Framework (Toth target bonus = 0%)
| Fiscal Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY 2024 | Corporate goals (IPO completion; initiate proof-of-concept trial; vendor relationships for sensing/ablation development) | 100% corporate baseline | Achieve stated milestones | Achieved; Committee awarded 100% of potential bonuses to certain NEOs (Bisson, Schwartz, Smith, Klemp) | N/A for Toth (0% target) | N/A |
| FY 2025 | Corporate goals (secure partnerships; pivotal trial progress; financings; completion of ongoing clinical POC trial) | 100% corporate baseline + 20% stretch potential | Achieve stated milestones | Not disclosed | N/A for Toth (0% target) | N/A |
Equity Awards Detail
| Grant/Action Date | Award Type | Shares/Units | Strike/Exercise Price | Term | Vesting Schedule | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Jan 2022 (amended & restated consulting agreement) | Stock grant (common shares) | 1,550,000 | N/A | N/A | Not disclosed | N/A |
| Jun 21, 2024 (approved by Compensation Committee) | Stock options | 175,452 | $1.3280 (5-day avg as of Jun 20, 2024) | 10 years | Four equal annual installments (≈43,863 shares per year) | N/D (aggregate fair value for FY 2024: $165,241) |
Reverse split adjustments: Effective Oct 24, 2024, a 1-for-20 reverse split was implemented; proportionate adjustments were made to option share counts and exercise prices (fewer shares; higher strike), and plan share reserves were reduced proportionately .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Aug 26, 2024 | 2,026,280 | 8.8% |
| Aug 26, 2025 | 101,315 | 1.7% |
Notes:
- Beneficial ownership uses SEC rules including securities exercisable/convertible within 60 days .
- Anti-hedging policy prohibits hedging transactions by directors, officers, and employees without prior approval .
- Clawback policy adopted (Dodd-Frank Restatement Recoupment Policy) to recover erroneously awarded incentive compensation following a required restatement .
- Specific pledging disclosures or stock ownership guidelines are not stated in the proxy content reviewed .
Employment Terms
- Structure: Part-time (25% of working time) CTO on a consulting basis; agreement may be terminated by either party on 30 days’ notice .
- Compensation under consulting agreement: Base salary set at $187,500 commencing June 2022; stock grant of 1,550,000 shares in January 2022 .
- June 21, 2024 Committee actions: Annual salary decreased to $137,500 for FY 2025; option grant of 175,452 shares (10-year term; $1.3280 exercise price; four equal annual vesting tranches) .
- Go-forward base salary: $50,000 annually effective April 2025 (FY 2026) following voluntary reductions .
- Company policies: Anti-hedging policy and Dodd-Frank clawback/recoupment policy in place .
- Bonus eligibility: Target bonus for Mr. Toth is 0% in FY 2024, FY 2025, and FY 2026 disclosures, indicating no annual cash incentive participation .
Investment Implications
- Alignment: A zero target cash bonus and reduced base salary to $50,000 for FY 2026 indicate a predominantly equity-driven compensation mix for Toth, aligning incentives with long-term value creation rather than short-term cash payouts .
- Vesting and potential selling pressure: The June 2024 option grant vests annually over four years, creating periodic potential supply; the October 2024 reverse split proportionally increased option strike prices and decreased option share counts, which may affect exercise dynamics and timing .
- Retention and commitment: Toth’s part-time commitment (25%) and concurrent roles at LifeLens and Davos Chemical suggest bandwidth dispersion; while his role as key inventor and long tenure since 2014 mitigate continuity risk, part-time status warrants monitoring for execution cadence in technology development .
- Governance protections: The company’s anti-hedging and Dodd-Frank clawback policies reduce misalignment and restatement-related risk, supporting investor confidence in executive incentives .