Lori Bisson

About Lori Bisson

Lori Bisson (age 55) is Executive Vice Chairman and a director at Autonomix Medical, Inc. (AMIX). She served as CEO from July 2023 to June 2024, then transitioned to Vice Chair on June 17, 2024; she is not an independent director under Nasdaq rules . Bisson is a CPA with a B.A. in Accounting from Baylor University and has deep medtech and finance experience (CFO and operating roles at Soliton, Zeno, and prior consulting) . Recent compensation outcomes indicate 95% achievement vs. corporate bonus goals for FY2025; company financials show ongoing negative EBITDA and net losses over the last eight quarters (context below) .

Past Roles

External Roles

Fixed Compensation

• FY2025 base salary rates: $375,000 (CEO) reduced to $150,000 effective Jun 17, 2024 (Vice Chair) .
• FY2026 base salary set at $150,000; target bonus remains 50% of base salary .

Performance Compensation

• Long-term incentives: 2023 Stock Plan enables options, RSUs, etc.; options typically vest 25% annually over 4 years; grants priced at Nasdaq close (or 5-day average if higher) .

Equity Ownership & Alignment

Outstanding Equity Awards at FY-End (March 31, 2025)

• Vesting schedules: 06/30/2023 grant vests monthly over 48 months (1/48th per month); 06/21/2024 grant vests in four equal annual installments (25% per year) .

Option Cancellation Event (reducing overhang)

• In exchange for the cancellations, the company entered into severance agreements with certain employees, board members, and officers to govern future RIF events (terms not itemized by individual) .

Employment Terms

• Clawback: Company adopted a Dodd-Frank Restatement Recoupment Policy to claw back erroneously awarded incentive-based compensation for the three completed fiscal years preceding a required restatement .
• Anti-hedging: Prohibits hedging transactions without prior approval; Insider Trading Policy applies to all insiders .

Board Governance

Governance implications: Dual-role dynamics are mitigated by majority-independent committees; however, Bisson’s executive role means she is not independent, and an Executive Chairman also serves on the Board .

Performance & Track Record

• FY2025 bonuses were based 100% on corporate goals (strategic partnerships, pivotal trial progress, financings, clinical PoC); “stretch” goals could add 20%; Committee awarded 95% of potential to Bisson (payout reflected in SCT) .
• Equity plan and grants emphasize option-based alignment; significant August 2025 cancellation of 65,542 options by Bisson reduces overhang and may recalibrate future incentive mix .
• The company’s EBITDA and net income remained negative across eight recent quarters; context for pay-for-performance alignment is provided below (pre-commercial profile implied by lack of revenue disclosure in S&P feed).

Financial Performance Context (last 8 quarters)

Values retrieved from S&P Global.*

Director Compensation (if applicable to Bisson)

• Non-employee director program detailed above; as an executive director, Bisson’s compensation is captured in the executive Summary Compensation Table (SCT) and employment agreements, not under non-employee director fees .

Compensation Structure Analysis

• Mix shift and leverage: FY2025 shows a material reduction in fixed pay with her transition from CEO to Vice Chair ($375k rate to $150k), lowering fixed cash burn while retaining 50% target bonus opportunity tied to corporate milestones .
• Metric design: Annual incentives are primarily tied to clinical and financing milestones; FY2025 payout at 95% suggests strong execution against those non-financial KPIs .
• Equity design and risk: Options vest over time (monthly or annual schedules) with single-trigger acceleration on change-of-control; August 2025 cancellation removed 65,542 options (entirety of her disclosed FY-end outstanding), reducing potential near-term selling pressure from option exercises but also reducing in-the-money retention value if shares recover .
• Shareholder protections: Dodd-Frank clawback adopted; anti-hedging policy in place .

Related Party Transactions and Red Flags

• Related party policy: Audit Committee reviews and approves related party transactions per Item 404 thresholds; board and management had participated in prior convertible note financing (aggregate $500,000 by insiders); no Bisson-specific related party transactions disclosed .
• Equity award timing policy: Company states it does not time grants around MNPI and avoided grants in the four business days before and one business day after periodic filings in the last fiscal year .
• No pledging policy disclosed; anti-hedging policy is explicit .
• Section 16 compliance: One director (Robins) had a late Form 4; no Bisson delinquency disclosed .

Equity Awards Detail

Employment Terms (Key Economics)

Investment Implications

• Alignment and overhang: The August 2025 option cancellation (65,542 options) removes a sizable potential overhang and near-term exercise-related selling pressure, but also reduces her equity-based retention value unless new grants are made under the refreshed 2023 Plan pool .
• Pay-for-performance: Annual bonus design is tied to clinical and financing milestones—appropriate for a pre-commercial device company—and FY2025 payout at 95% indicates strong internal execution vs. plan despite negative EBITDA and net losses, suggesting management focus on development/financing progress over short-term P&L .
• Governance checks: Bisson is a non-independent executive director; however, all three key committees are fully independent, which mitigates dual-role concerns; equity has single-trigger acceleration on CoC, which investors may view as less protective than double-trigger structures .
• Retention and change-in-control: Severance is meaningful (12 months’ base + 100% target bonus; +50% in CoC window) and options accelerate on CoC or qualifying termination, which can facilitate strategic flexibility but increases potential golden-parachute optics in an M&A scenario .
• Ownership and “skin-in-the-game”: Reported beneficial ownership is modest (3,750 shares; <1%); with options canceled, future equity alignment will depend on new awards and adherence to anti-hedging policies; no pledging policy disclosed .

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