Peter Clausen
About Peter Clausen
Peter A. Clausen, age 59, is Chief Scientific and Operating Officer of Nuo Therapeutics (AURX) since January 1, 2022; he previously served as Chief Scientific Officer from March 30, 2014 to December 31, 2019, and originally joined the Company in September 2008 . He holds a Ph.D. in Biochemistry from Rush University, a B.S. in Biochemistry from Beloit College, and completed post-doctoral training at the National Cancer Institute focused on oncology, hematopoiesis, and gene therapy . Company performance context: investment-based TSR improved from 37 in 2023 to 93 in 2024, while net loss narrowed from $3.2m to $2.3m (approx. 27% improvement) ; management and the board cited improved business and financial condition in 2025 when increasing executive salaries effective October 1, 2025 . Revenues rose in 2024 vs 2023 and EBITDA losses improved, providing additional context for pay decisions (see Performance & Track Record). Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuo Therapeutics (AURX) | Chief Scientific and Operating Officer | 2022–Present | Executive leadership over science and operations; role used by CNG Committee in aligning compensation to improved 2025 business/financial condition . |
| Nuo Therapeutics (AURX) | Chief Scientific Officer | 2014–2019 | Led scientific function during prior tenure as CSO . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthrex, Inc. (Orthobiologics) | Senior Product Manager | 2020–2021 | Led development and launch of autologous biologics for inflammatory-mediated connective tissue disease—commercial product execution experience . |
| Marligen Bioscience | Founding Member; VP R&D | (Prior to joining Nuo) | Developed and commercialized genomic/protein analysis products—innovation and productization background . |
| Life Technologies / Invitrogen | Manager, New Purification Technologies | (Prior) | Platform development experience in purification technologies . |
| National Cancer Institute | Postdoctoral Fellow | (Prior) | Research in oncology, hematopoiesis, gene therapy . |
Fixed Compensation
| Effective Date | Base Salary | Notes |
|---|---|---|
| May 1, 2022 | $225,000 | Employment agreement set annual base salary; bonus opportunity up to 50% of base salary . |
| Jan 1, 2024 | $210,000 | Voluntary $15,000 reduction to enable raises for other employees . |
| Apr 1, 2025 | $225,000 | Base salary reestablished at $225,000 . |
| Oct 1, 2025 | $290,000 | Increase approved by Board/CNG Committee citing improved 2025 business/financial condition . |
| Year | Target Bonus (% of Base) | Actual Bonus Paid |
|---|---|---|
| 2022 | 50% | $0 (no cash bonuses to NEOs) |
| 2023 | 50% | $0 (no cash bonuses to NEOs) |
| 2024 | 50% | $0 (no cash bonuses to NEOs) |
Notes:
- Bonus opportunity: Up to 50% of base salary, determined by the CNG Committee; no explicit performance metric framework disclosed in the proxy .
- Compensation committee members: Pittman (Chair), Mintz, Winzer .
Performance Compensation
Option Awards (Grant-Level Detail)
| Grant Date | Type | Number of Options | Exercise Price | Vesting | Expiration | Status/Notes |
|---|---|---|---|---|---|---|
| Aug 9, 2018 | Stock Options | 183,853 | $0.40 | Fully vested at grant (settled accrued comp) | Aug 8, 2025 | Exercised July 31, 2025 . |
| Dec 31, 2025 grant line reflects 81,250 from 2018/2022? | Stock Options | 81,250 | $0.40 | Fully vested at grant (settled accrued comp) | Dec 31, 2025 | As disclosed in outstanding awards table . |
| Mar 4, 2022 | Stock Options | 43,228 | $0.50 | Fully vested at grant (settled accrued comp) | Mar 3, 2032 | Outstanding as of 12/31/2024 . |
| Mar 4, 2022 | Stock Options | 275,000 | $0.75 | One-third vested immediately; remainder vests quarterly over 3 years | Mar 3, 2032 | Time-vested; outstanding as of 12/31/2024 . |
Vesting, exercises, and potential selling pressure:
- Dr. Clausen exercised his fully vested 2018 $0.40 options on July 31, 2025, creating incremental tradable shares; no sales were disclosed in the proxy . Company Insider Trading Policy prohibits hedging/monetization transactions (e.g., collars, swaps) .
Annual Cash Incentive Framework
- Target: 50% of base salary; no 2022–2024 cash payouts; the proxy does not disclose specific financial or strategic metrics, weightings, or threshold/target/maximum curves for NEO bonuses .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Class | Components/Notes |
|---|---|---|---|
| Peter A. Clausen | 1,173,106 | 2.4% | Includes 399,578 shares issuable upon exercise of options exercisable within 60 days; 48,077,745 shares outstanding used for % calc . |
Additional alignment signals:
- Insider participation in Company financings: Clausen invested $50,000 (Aug 1, 2023 private placement at $2.00), $10,000 (Dec 19, 2023 at $0.50), and $11,250 (May 20, 2024 at $0.75), indicating continued capital support .
Pledging/Hedging:
- No pledging of Company shares by Clausen is disclosed; Company policy prohibits hedging/monetization transactions by officers .
Stock ownership guidelines:
- Not disclosed in the proxy; no compliance status provided.
Employment Terms
| Agreement | Key Terms | Economics |
|---|---|---|
| Employment Agreement (effective Jan 1, 2022; salary effective May 1, 2022) | Base salary (see Fixed Compensation); annual bonus opportunity up to 50% of base salary, at CNG discretion . | N/A |
| Severance | Upon certain terminations (including due to a change in control), severance of 12 months of base salary in effect at termination . | 12x monthly base salary at time of termination . |
| Change-in-Control Agreement (Aug 9, 2024; through Dec 31, 2025) | Lump-sum CIC payment tied to acquisition value; requires significant participation in effectuating the CIC to receive payment . | 0.15% of acquisition value between $40–60m; ~0.35% between $60,001–$85m; capped at $300,000 above $85m; aggregate program cap up to $3,000,000 across covered employees . |
| Pensions/Deferred Comp | Company provides no pension plans or non-qualified deferred compensation . | N/A |
Clawbacks/Tax gross-ups:
- No clawback policy for executive compensation or tax gross-ups disclosed in the proxy (Insider Trading Policy and Code of Conduct are disclosed) .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $608,525* | $1,365,173* |
| EBITDA ($) | $(3,152,947)* | $(2,434,813)* |
| Net Income (Loss) ($000s) | $(3,171) | $(2,324) |
| Investment-Based TSR (Index) | 37 | 93 |
Notes:
- Revenues and EBITDA marked with an asterisk are Values retrieved from S&P Global.
- Proxy “Pay vs Performance” provides net income (loss) and TSR context; Company reports cumulative TSR decrease of 63% in 2023 followed by a 150% increase in 2024 (cumulative decrease of ~7% over two years) .
Compensation Structure Analysis
- Year-over-year mix and guarantees: No cash bonuses paid to NEOs in 2022–2024; pay was largely fixed salary and time-vested options; salary increased Oct 1, 2025 based on improved 2025 performance, raising fixed component .
- Shift in equity vehicles: Disclosed equity is predominantly stock options with multi-year vesting; no RSU/PSU frameworks disclosed; performance equity metrics/weightings are not provided .
- Repricing/modifications: No option repricing or modification activities disclosed .
- Discretionary elements: Salary adjustments at CNG discretion tied to business/financial condition; bonus metrics not disclosed and bonuses not paid 2022–2024 .
Related Party Transactions (Alignment/Red Flags)
| Date | Financing | Security | Price | Clausen Investment |
|---|---|---|---|---|
| Aug 1, 2023 | Private Placement | Common | $2.00 | $50,000 |
| Dec 19, 2023 | Private Placement | Common | $0.50 | $10,000 |
| May 20, 2024 | Private Placement | Common | $0.75 | $11,250 |
- No loans to executive or other related-party transactions involving Clausen beyond disclosed investments .
Governance and Committee Context
- CNG Committee: Scott M. Pittman (Chair), Paul D. Mintz, and C. Eric Winzer; responsibilities include executive pay decisions, goals/objectives, and employment/CIC agreements .
- Insider Trading Policy and Hedging Ban: Officers are prohibited from hedging/monetizing Company stock; trading limited to window periods .
Investment Implications
- Pay-for-performance alignment: With no cash bonuses 2022–2024 and equity primarily in options, Clausen’s upside is tied to stock appreciation; 2025 salary step-up adds fixed cost but was explicitly linked to improved business/financial condition, suggesting confidence in operational trajectory .
- Retention and CIC economics: 12 months salary severance plus a single-trigger CIC cash award tied to deal value (up to $300k for Clausen) reduces retention risk through 2025 while potentially aligning incentives to maximize transaction value—note term ends Dec 31, 2025 unless extended .
- Ownership and insider signals: 2.4% beneficial stake (including exercisable options) and participation in multiple equity financings indicate “skin in the game”; July 2025 option exercise adds tradable shares but no sales are disclosed in the proxy (hedging prohibited) .
- Execution track record: 2024 saw materially higher revenue and improved EBITDA loss alongside a rebound in TSR; continued improvement would support incentive realizability and reduce dilution pressure from equity grants. Values retrieved from S&P Global.