Trent Smith
About Trent Smith
Trent Smith, age 56, has served as Chief Financial Officer of Autonomix Medical, Inc. since July 24, 2023; he is a CPA with extensive accounting, SEC reporting, and medical device operating experience and holds a B.S. in Accounting from the University of Illinois . The company ties annual bonus payouts to corporate execution metrics (strategic partnerships, pivotal trial progress, financings, and clinical proof-of-concept milestones), with stretch goals allowing above-target outcomes; in FY2025, the Compensation Committee awarded 95% of potential bonuses to named executive officers, including Mr. Smith . Target bonus opportunity for Mr. Smith was set at 40% of base salary for FY2025 and FY2026, reflecting a pay-for-performance construct; his employment agreement originally contemplated up to 33% annual bonus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Soliton, Inc. (acquired by AbbVie Dec 2021) | Corporate Controller & VP; provided post-acquisition transition support | Jun 2018–Sep 2022 | Assisted integration and transition post-AbbVie acquisition at aesthetics-focused medtech company |
| InfuSystem Holdings, Inc. | Corporate Controller & VP; later Chief Accounting Officer & EVP | 2011–2018 | Led public company accounting/controls for national infusion services provider |
| Syncreon Holdings, Inc. | Director of External Reporting | 2010–2011 | Built external reporting function to SEC-type reporting standards |
| Champion Homes, Inc. | Director of Accounting & Financial Reporting | 2006–2010 | Led accounting/financial reporting at leading modular homebuilder |
| Dura Automotive Systems | Director of External Financial Reporting | 2005–2006 | Directed external reporting for Tier-1 automotive supplier |
| Valeo, Inc. | Multiple roles incl. Financial Controller/Treasurer (Distribution NA), Director of Accounting & Internal Controls (Wiper Systems) | 1999–2006 | Finance leadership across divisions in large Tier-1 auto supplier |
| Deloitte & Touche, LLP | Auditor | 1995– | Foundation in audit/accounting |
| U.S. Navy | Active duty; reserves until 1993 | 1987–1993 | Military service and discipline |
External Roles
No external public company directorships or board committee roles for Mr. Smith are identified in the company’s proxy disclosures and officer biographies .
Fixed Compensation
Salary paid (actual) for the last two fiscal years:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary Paid ($) | 159,375 | 295,000 |
Base salary rate progression:
| Metric | FY 2025 (rate) | FY 2026 (rate) |
|---|---|---|
| Annual Base Salary Rate ($) | 285,000 | 296,400 |
Target bonus opportunity:
| Metric | FY 2024 | FY 2025 | FY 2026 |
|---|---|---|---|
| Target Bonus (% of base) | Up to 33% (per employment agreement) | 40% | 40% |
Notes:
- Retroactive payment: In June 2024, Mr. Smith received a $20,000 retroactive salary payment for Feb–May 2024; $10,000 applied to FY2024 and $10,000 to FY2025 .
Performance Compensation
Annual bonus outcomes and framework:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 74,250 | 108,300 |
| Bonus Framework (metrics) | Strategic partnerships; pivotal trial progress; financings; clinical proof-of-concept | Strategic partnerships; pivotal trial progress; financings; catheter design lock; clinical proof-of-concept phase 2 |
| Committee Award vs Potential | — | 95% of potential bonus for named executives (incl. CFO) |
Long-term incentives (stock options) – grant detail and vesting:
| Grant Date | Type | Shares/Options | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| 07/24/2023 | Option | 21,250 | $40.00 | Four equal annual installments on each anniversary (5,313 shares per year), subject to service; accelerates on CoC or qualifying termination | 07/24/2033 |
| 06/21/2024 | Option | 11,405 (post-split) | $26.56 | Four equal annual installments on each anniversary, subject to service | 06/21/2034 |
| 06/21/2024 (original pre-split disclosure) | Option | 228,087 (pre 1-for-20 split) | $1.3280 (5-day avg.) | Four equal annual installments; 10-year term | 10 years from grant |
Outstanding equity at FY2025 year-end (March 31, 2025):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 07/24/2023 | 5,313 | 15,937 | $40.00 | 07/24/2033 |
| 06/21/2024 | — | 11,405 | $26.56 | 06/21/2034 |
Clawback/recoupment:
- Dodd-Frank Restatement Recoupment Policy: Company will recoup erroneously awarded incentive-based compensation from executive officers for the three completed fiscal years preceding a restatement; calculated on a pre-tax basis .
Hedging/timing policies:
- Anti-hedging: Directors, officers, and employees are prohibited from hedging transactions without prior approval .
- Equity grant timing: Company states it does not grant awards in anticipation of MNPI and did not make awards within the 4 business days before to 1 business day after major filings; no timing of disclosures to affect award values .
Equity Ownership & Alignment
Beneficial ownership (as of August 26, 2025):
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Trent Smith (CFO) | 3,750 | <1% |
- Executive ownership group (7 persons): 358,475 shares, 6.2% of class .
- Company policy restricts hedging; the proxy does not specify a pledging policy, and no pledges are disclosed for Mr. Smith; anti-hedging policy applies to officers .
Equity plan capacity (context for dilution/overhang):
- Securities to be issued upon exercise of outstanding options: 171,483; weighted-average exercise price $38.91; remaining available for issuance: 75,633 (as of March 31, 2025) .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start Date | CFO; employment agreement dated July 24, 2023 |
| Initial Term/Auto-Renewal | 3-year term; automatically renews for one-year terms unless 90 days’ prior notice of non-renewal |
| Base Salary (initial) | $225,000 (at hire; subsequently adjusted by Committee) |
| Annual Bonus Eligibility | Up to 33% of base salary per agreement; Committee retains discretion; target subsequently set at 40% by Committee for FY2025–FY2026 |
| Equity at Hire | Ten-year option for 21,250 shares at $40.00; vests 25% annually over four years; full acceleration upon CoC or qualifying termination |
| Severance (no CoC) | 9 months base salary + 100% of target bonus upon termination without cause, for good reason, disability, or death |
| Severance (with CoC window) | 13.5 months base salary + 125% of target bonus if terminated without cause or for good reason within three months prior to or 12 months after a CoC; unvested options accelerate |
| Non-Compete | 12 months post-termination |
| Future Equity Eligibility | Eligible for annual option grants beginning FY2025 at Committee discretion |
Compensation Committee Analysis
- Compensation Committee members: Jonathan Foster (Chair), David Robins, and Christopher Capelli; all are independent under Nasdaq rules .
- CEO and CFO review performance of other executives (excluding themselves) and make recommendations to the Committee; neither participates in deliberations/approvals of their own compensation .
- Committee annually reviews base salaries, target bonuses, and long-term incentives; does not target a fixed cash/equity mix .
Risk Indicators & Other Governance Considerations
- Clawback policy adopted consistent with Dodd-Frank enhances accountability for incentive pay .
- Anti-hedging policy reduces misalignment risk from downside-protected positions .
- Section 16(a) compliance: management and directors timely complied in FY2025 except one Form 4 for a director filed July 26, 2024 .
- Related party transaction: prior license termination exchanged for 80,000 pre-split warrants to an investor-affiliated entity in which a director holds interests (lock-up applied) .
- Corporate actions affecting float/liquidity: 1-for-20 reverse split effective Oct 24, 2024; proportionate adjustments to options/warrants; may influence trading dynamics and option moneyness thresholds .
Investment Implications
- Pay-for-performance alignment: Mr. Smith’s target bonus (40%) and actual FY2025 payout are directly tied to corporate execution milestones, with the Committee awarding 95% of potential—supportive of alignment when milestones are met .
- Retention and change-in-control: Severance of 9 months base plus 100% of target bonus (13.5 months plus 125% of target bonus in CoC window) and full option acceleration provide strong retention but also meaningful CoC economics; monitor for restructuring/M&A optionality .
- Selling pressure watchpoints: Two option grants vest annually on 07/24 and 06/21 anniversaries through 2027–2028, creating recurring potential liquidity windows; anti-hedging policy applies, and no pledging is disclosed .
- Ownership alignment: Mr. Smith’s reported beneficial ownership is modest (<1%), with alignment primarily via options at $26.56 and $40.00 strikes; incentive value depends on stock performance relative to these levels .