David Jorden
About David Jorden
David E. Jorden, age 63, is Chief Executive and Financial Officer (also Secretary) of Nuo Therapeutics, Inc. (AURX) and has served as a director since October 2008; he became CEO/CFO in 2016 after serving in acting capacities in 2015–2016. He holds an MBA from Northwestern’s Kellogg School, a B.B.A. from the University of Texas at Austin, is a CFA charterholder, and previously held a CPA designation . Pay-versus-performance disclosure shows compensation actually paid to the PEO (Jorden) remained flat in 2023–2024 while investment-based TSR moved from 37 in 2023 to 93 in 2024, and net loss improved from $(3.2)mm to $(2.3)mm (≈27% improvement) . Effective October 1, 2025, his annual base salary increased to $325,000 (from $225,000), with target annual bonus up to 50% of base salary per his employment agreement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nanospectra Biosciences, Inc. | Chief Executive Officer | Since June 2013 | Leads development of nanoparticle-directed photothermal ablation technology for solid tumors |
| Morgan Stanley Private Wealth Mgmt | Equity Portfolio Management | 2003–2008 | Managed equity portfolios; developed capital markets expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nanospectra Biosciences, Inc. | Chief Executive Officer | Since June 2013 | External CEO role complements AURX with life sciences commercialization experience |
Fixed Compensation
- Employment agreement (effective April 1, 2022) set base salary at $225,000 and target bonus up to 50% of base . Salary increased to $325,000 effective October 1, 2025 .
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 168,750 | Up to 50% | 0 | 170,536 (incl. $1,786 option FV) |
| 2023 | 225,000 | Up to 50% | 0 | 225,000 |
| 2024 | 225,000 | Up to 50% | 0 | 225,000 |
| 2025 (effective Oct 1) | 325,000 | Up to 50% | Not disclosed | Not disclosed |
Performance Compensation
- Annual incentive: up to 50% of base salary; specific performance metrics (weighting/targets) are determined by the CNG Committee but not disclosed; no bonus paid in 2022–2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | Not disclosed | Not disclosed; none paid 2022–2024 | $0 (2022–2024) | N/A |
Equity and Option Awards
- Company provided equity via stock options; no RSUs/PSUs disclosed. No pensions or non-qualified deferred compensation .
| Grant Date | Options (#) | Strike ($) | Expiration | Vesting Schedule | Status/Notes |
|---|---|---|---|---|---|
| Jan 9, 2017 | 162,500 | 1.00 | 6/30/2026 | 62,500 immediately; 50,000 on 3/31/2017; 50,000 on 12/31/2017 | Fully vested |
| Aug 9, 2018 | 192,710 | 0.40 | 8/08/2025 | Fully vested; settlement of accrued comp | Exercised 8/1/2025 |
| Mar 4, 2022 | 125,000 | 0.40 | 1/01/2026 | Fully vested; settlement of accrued comp | Fully vested |
| Mar 4, 2022 | 66,672 | 0.50 | 3/03/2032 | Fully vested; settlement of accrued comp | Fully vested |
| Mar 4, 2022 | 125,000 | 0.75 | 3/03/2032 | Fully vested | Fully vested |
Equity Ownership & Alignment
- Beneficial ownership as of October 27, 2025: 2,625,927 shares (5.4%); includes 479,172 shares issuable upon option exercise; total shares outstanding 48,077,745 .
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David E. Jorden | 2,625,927 | 5.4% | Includes 479,172 shares issuable upon exercise of options ; 192,710 options exercised 8/1/2025 |
| Shares Outstanding | 48,077,745 | — | Ownership % basis |
- Hedging policy: Company prohibits hedging/monetization transactions by officers/directors; no arrangements (including pledges) known that may result in change of control .
- Stock ownership guidelines: Not disclosed in the proxy .
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Employment Agreement | Effective Apr 1, 2022 | Base salary initially $225,000; annual bonus up to 50% of salary |
| Severance | 12 months base salary | Upon termination of services, including due to change in control |
| Change-in-Control (CIC) | Additional CIC Agreement (Aug 9, 2024) | Lump-sum payment tied to acquisition value: 0.15% of $40–60mm, ~0.35% of $60–85mm, cap $300k for >$85mm; terminates Dec 31, 2025; payment conditioned on significant participation in effectuating CIC |
| Clawback | Not disclosed | No specific clawback policy noted in proxy (Code of Conduct and Insider Trading Policy disclosed) |
| Non-compete/Non-solicit | Not disclosed | Not specified in proxy |
Board Governance and Committee Roles
- Board service: Director since 2008; currently one of four directors (Jorden, Mintz, Pittman, Winzer) . All directors are independent except Jorden due to executive role .
- Leadership/independence: No Chairman or Lead Independent Director; small board size viewed as enabling cohesive action; dual role as CEO+CFO+Secretary reduces independence at the top but committees are fully independent .
- Committees:
- Audit Committee: Chair C. Eric Winzer; members Winzer, Mintz, Pittman; meetings held 4/4/5 in 2022/2023/2024; Winzer designated financial expert .
- Compensation, Nominating & Governance (CNG): Chair Scott M. Pittman; members Pittman, Mintz, Winzer; meetings held 1/1/3 in 2022/2023/2024; oversees CEO compensation, employment/CIC agreements .
- Attendance: Each director attended at least 75% of Board meetings in 2022, 2023, and 2024; Board met 8/4/7 times in 2022/2023/2024 .
- Director compensation: Non-executive director pay was suspended May 2019–July 2024; options resumed July 2024 (25,000 for Mintz; 40,000 for Pittman and Winzer; $0.33 strike, fully vested at one-year anniversary); one-time $15,000 cash fee in Aug 2025 .
Performance & Track Record
| Year | Investment-Based TSR (Index) | Net Income (Loss, $000s) |
|---|---|---|
| 2023 | 37 | (3,171) |
| 2024 | 93 | (2,324) |
- Pay-versus-performance narrative: CAP for PEO unchanged; non-PEO CAP increased due to option valuation changes; TSR fell sharply in 2023 then rebounded in 2024; net loss improved ~27% .
Compensation Structure Analysis
- Mix and trends: Cash salary largely flat through 2024 and increased materially in 2025; no annual bonus paid in 2022–2024; equity primarily via options (many fully vested or immediately exercisable), including grants tied to settlement of accrued compensation .
- CIC economics: Introduction of acquisition-value-based CIC payments in 2024 adds lump-sum incentives that could influence deal timing; severance remains 12 months base salary upon certain terminations (including CIC) .
- Risk controls: Hedging prohibited; independence maintained at committees; no pensions/deferred comp; no known pledging arrangements .
Related Party Transactions
- Multiple private placements in 2023–2025 included investments by directors (Pittman, Mintz/Winzer via options; Clausen; principal stockholder Sheedy); July 2025 private placement included Pittman and Sheedy . No specific related-party transactions disclosed involving Jorden in these placements .
Equity Ownership & Vesting Detail (as of Dec 31, 2024; updates noted)
| Category | Detail |
|---|---|
| Options outstanding | 162,500 @ $1.00 exp 6/30/2026; 192,710 @ $0.40 exp 8/08/2025; 125,000 @ $0.40 exp 1/01/2026; 66,672 @ $0.50 exp 3/03/2032; 125,000 @ $0.75 exp 3/03/2032; all fully vested |
| August 1, 2025 | 192,710 @ $0.40 exercised |
| Beneficial ownership (Oct 27, 2025) | 2,625,927 shares, incl. 479,172 shares issuable upon option exercise; 5.4% ownership |
Employment Terms Summary Table
| Term | Provision | Notes |
|---|---|---|
| Base salary | $325,000 (effective 10/1/2025) | Increased from $225,000 |
| Target bonus | Up to 50% of base salary | Determined by CNG Committee |
| Severance | 12 months base salary | Applies upon certain terminations incl. CIC |
| CIC lump-sum | Up to $300,000 | Based on acquisition value tiers; through 12/31/2025 |
| Pensions/Deferred comp | None | Company does not provide |
| Hedging | Prohibited | Insider Trading Policy |
Investment Implications
- Alignment: Jorden’s 5.4% beneficial stake, option exercises, and prohibition on hedging indicate meaningful equity alignment; absence of bonuses in 2022–2024 reduces short-term cash incentives risk .
- Retention risk: Fixed pay rose 2025; severance and CIC agreements provide moderate security (12 months base; CIC cap $300k), reducing near-term departure risk without creating excessive golden parachute exposure .
- Governance: Dual CEO+CFO+Secretary role and director status concentrate authority; mitigated by independent Audit and CNG committees and active meeting cadence, but absence of a Chair/Lead Independent Director is a governance watch item .
- Trading signals: August 2025 option exercise is a notable insider event; combined with TSR rebound and improved losses, could signal management confidence, but lack of disclosed performance bonus metrics limits pay-for-performance transparency .