Robert Schwartz
About Robert Schwartz
Dr. Robert Schwartz is a co-founder of Autonomix Medical (AMIX), currently serving as Chief Medical Officer (CMO) since June 2023 after serving as Chief Executive Officer from February 2022 to June 2023; he provides services on a part‑time basis of 25% of his working time . As of August 26, 2025 he was 74 years old (73 as of August 26, 2024) . His background includes serving as President of the Jon DeHaan Center for Medical Innovation; prior roles at the Mayo Foundation’s Center for Applied Vascular Biology and Interventions; and professorships at Mayo Medical School, along with multiple board certifications and extensive publications in interventional cardiology; he holds a Master’s in Electrical Engineering and a medical doctorate from the University of Colorado‑Denver with internship/residency/fellowship at the Mayo Graduate School of Medicine . AMIX’s annual bonus framework for Dr. Schwartz has been tied to corporate execution metrics (e.g., strategic partnerships, pivotal trial progress, financings, proof‑of‑concept), with a 100% payout in FY2024 and 95% of potential in FY2025; the company does not disclose TSR-, revenue- or EBITDA-linked payout curves for executives in its proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mayo Foundation – Center for Applied Vascular Biology and Interventions | Director | Not disclosed | Led applied vascular biology/Interventional programs; academic and translational impact |
| Mayo Medical School | Professor/Associate Professor | Not disclosed | Clinical/academic leadership; training and research output |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jon DeHaan Center for Medical Innovation | President | Not disclosed | Drives medical innovation initiatives; external ecosystem relationships |
| Professional Societies (ACC, AHA, SCAI, Society of Atherosclerosis Imaging) | Fellow/Member | Not disclosed | Professional standing and domain influence |
Fixed Compensation
| Metric | FY 2024 | FY 2025 | FY 2026 (plan) |
|---|---|---|---|
| Base Salary ($) | 100,000 | 100,000 | 50,000 (voluntary reduction effective April 2025; annual go‑forward) |
| Target Bonus (%) | 35% of salary | 35% of salary | 35% of salary |
| Actual Bonus Paid ($) | 35,000 | 33,250 | Not disclosed |
Notes
- FY2024 payout equaled 100% of potential based on corporate goals .
- FY2025 payout was 95% of potential based on corporate goals .
Performance Compensation
| Year | Metric category | Weighting/Structure | Target (proxy disclosure) | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY2024 | Corporate goals: IPO, start proof‑of‑concept trial, vendor relationships for product development | Baseline corporate goals = 100% of bonus opportunity | Not quantitatively disclosed | 100% of potential paid | Cash bonus for year; equity separate |
| FY2025 | Corporate goals: strategic partnerships, pivotal trial progress, financings, ongoing proof‑of‑concept trial | Baseline corporate goals = 100%; “stretch goals” +20% upside | Not quantitatively disclosed | 95% of potential paid | Cash bonus for year; equity separate |
| FY2026 (plan) | Corporate goals: strategic partnerships, pivotal trial progress, financings, catheter design lock, proof‑of‑concept phase two | Baseline corporate goals = 100%; “stretch goals” +20% upside | Not disclosed | Not disclosed | N/A |
Long‑term incentives and vesting
- Company plan: 2023 Stock Plan allows options, stock awards, stock units, SARs; option exercise price generally at Nasdaq close on grant date; options typically vest in four equal annual installments .
Equity Ownership & Alignment
Beneficial Ownership
| As-of date | Shares beneficially owned | Percent of class |
|---|---|---|
| Aug 26, 2024 | 715,269 | 3.1% |
| Aug 26, 2025 | 35,765 | <1% |
Outstanding Equity Awards (at March 31, 2025)
| Grant date | Options exercisable | Options unexercisable | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 06/21/2024 | – | 13,159 | 26.56 | 06/21/2034 |
Alignment policies and practices
- Anti‑hedging: Directors/officers/employees prohibited from hedging transactions without prior approval .
- Clawback: Dodd‑Frank restatement recoupment policy to recover erroneously awarded incentive compensation over the three completed fiscal years preceding a required restatement .
- Pledging: No explicit pledging disclosure located in the proxies; no pledged shares for Dr. Schwartz disclosed [Search: no match].
Employment Terms
| Item | Details |
|---|---|
| Agreement type | At‑will employment letter (January 2022) to serve as CEO part‑time (25%) until a full‑time CEO identified; then CMO part‑time (25%) |
| Role transition | CEO (Feb 2022–Jun 2023) to CMO (since Jun 2023) |
| Time commitment | 25% part‑time |
| Base salary | $100,000 per year under letter; voluntary reduction to $50,000 effective April 2025 (FY2026 go‑forward) |
| Target bonus | Up to 35% of base salary, subject to goals and Board/Comp Committee approval |
| Initial equity at hire | Grant of 20,000 shares (per 2025 DEF 14A) ; prior year proxy disclosed 400,000 shares (note potential cap table/reverse split reporting differences) |
| Options (recent) | 06/21/2024 grant; unexercisable 13,159; strike $26.56; expires 06/21/2034; options typically vest 4 equal annual installments |
| Severance | Not disclosed for Dr. Schwartz in proxies reviewed; severance terms are disclosed for other executives (e.g., Bisson, Smith), but not for Dr. Schwartz |
| Change‑of‑control | Not disclosed for Dr. Schwartz in proxies reviewed |
| Non‑compete/Non‑solicit | Not disclosed for Dr. Schwartz; certain executives have non‑compete terms |
| Clawback/insider policy | Dodd‑Frank recoupment policy; insider trading policy; anti‑hedging policy |
Disclosure note on equity at hire
- The 2025 DEF 14A states a 20,000‑share grant at hire, while the 2024 DEF 14A states 400,000 shares. The company executed a 1‑for‑20 reverse split effective October 24, 2024, and undertook financings that adjusted capital structure; however, the proxies do not explicitly reconcile the difference for Dr. Schwartz’s initial share grant reporting. Analysts should rely on the most recent proxy for current framing and treat earlier figures with caution in light of split and restatement updates .
Capital structure context (impacts % ownership and equity math)
- 1‑for‑20 reverse split effective October 24, 2024; ~23.0M shares reduced to ~1.15M outstanding; proportional adjustments to options/warrants/notes and plan reserves .
Compensation Structure Analysis
- Cash vs. equity mix: For FY2025, Dr. Schwartz received $100,000 salary and $33,250 cash bonus alongside option award accounting fair value of $247,861 per 2025 proxy; equity remains a meaningful part of incentive mix at AMIX .
- Risk alignment: Anti‑hedging and Dodd‑Frank clawback policies are in place, supporting alignment and accountability .
- Metric design: Annual bonuses are tied to discrete corporate execution goals (trials, partnerships, financing) rather than financial outcome metrics like revenue/EBITDA, indicating a development‑stage alignment focus .
- Pay levels: Voluntary salary reduction to $50,000 from April 2025 suggests cost discipline and modest fixed pay for a 25% time CMO .
- Award timing and practices: Company discloses that it does not time equity awards around MNPI and did not grant awards within blackout‑like windows in the last year .
Multi‑Year Compensation (Schwartz-only, as most recently reported)
| Year | Salary ($) | Non‑Equity Incentive ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 35,000 | – | 135,000 |
| 2025 | 100,000 | 33,250 | 247,861 | 381,111 |
Prior reported (FY2024) per 2024 DEF 14A (for reconciliation awareness)
| Year | Salary ($) | Non‑Equity Incentive ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 35,000 | 247,861 | 382,861 |
Ownership and Potential Selling Pressure Indicators
- Beneficial ownership declined from 715,269 shares (3.1%) as of Aug 26, 2024 to 35,765 (<1%) as of Aug 26, 2025, consistent with the 1‑for‑20 reverse split and subsequent capital activity affecting the denominator .
- Unvested options of 13,159 (grant 06/21/2024) typically vest over four years, incrementally increasing potential tradable supply upon vesting; exact vest dates and tranche sizes for this grant beyond “typical” pattern are not itemized in the proxy .
- No disclosure found of pledged shares for Dr. Schwartz; anti‑hedging policy in place; no explicit pledging policy language identified [Search: no match].
Employment Terms – Key Economics
- Base: $100,000 through FY2025, reduced to $50,000 effective April 2025 (FY2026 go‑forward) .
- Bonus: Target 35% of salary; payouts 100% of potential (FY2024) and 95% of potential (FY2025) reflecting corporate goal attainment .
- Equity: 06/21/2024 option grant (unexercisable 13,159 @ $26.56; 10‑year term) under 2023 Plan; options typically vest over 4 years .
- Severance/CoC: Not disclosed for Dr. Schwartz; other executives have specified severance and CoC protections .
Investment Implications
- Alignment: Part‑time role with modest fixed pay and a 35% bonus target tied to R&D/financing milestones supports development‑stage objectives; anti‑hedging and clawback policies bolster alignment and risk controls .
- Retention risk: Absence of disclosed severance/CoC protections for Dr. Schwartz could limit retention incentives versus peers who often have such provisions; however, ongoing equity vesting provides some retention utility .
- Supply overhang: Unvested option tranches create potential incremental selling capacity upon vesting; absence of pledging disclosures reduces collateral‑driven selling risk, though liquidity needs could still prompt sales in event‑driven windows [Search: no match].
- Cap table/denominator shifts: The 1‑for‑20 reverse split and financings materially altered share counts, reducing apparent ownership percentages; compare ownership and award values across periods with split‑adjusted context and rely on the latest proxy for current framing .
- Pay‑for‑performance: Bonus payouts are based on operational milestones rather than TSR/financial KPIs, appropriate for a pre‑commercial device platform but less directly tied to shareholder returns; consider this when evaluating compensation efficiency and outcome correlation .