Jeffrey Thramann

About Jeffrey Thramann

Jeffrey Thramann, M.D., is Executive Chairman and, since July 7, 2025, Chief Executive Officer of Auddia (AUUD). He founded the company in 2012 and has served as a director since then; age 60 as of July 31, 2025 . Dr. Thramann holds an M.D. from Cornell University Medical College and a B.S. in electrical engineering management from the U.S. Military Academy at West Point; he completed neurosurgical residency and a complex spinal reconstruction fellowship at Barrow Neurological Institute and is named on 50+ patents . Performance context: Auddia reported going concern uncertainty and recurring losses in FY2024, with auditors including a going concern paragraph; the company has navigated Nasdaq compliance issues and executed reverse stock splits, which frame compensation alignment and retention incentives under capital-constrained conditions .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Equity awards and structure:
  • 2024: Stock option grant valued at $211,000 (grant-date fair value); no RSU grant disclosed for 2024 .
  • Outstanding at 12/31/2024: 29,413 fully vested options granted 12/31/2024 at $8.67 strike, expiring 12/31/2034 (immediate vest) .
  • Historical RSUs: prior awards with front-loaded vesting in 2022–2023 (50%/25%/25% schedules) had completed or were near completion; as of 12/31/2024 no unvested RSUs remained outstanding for Dr. Thramann .

Notes:

• Company is an Emerging Growth Company using scaled disclosure; detailed performance metric weightings/targets were not provided .

Equity Ownership & Alignment

• Hedging/Pledging: Insider trading policy prohibits officers and directors from hedging transactions in company securities (except public AUUDW warrants) and from pledging company securities as collateral; 10b5‑1 plans are permitted .
• Ownership guidelines: No stock ownership guideline disclosure identified .
• In-the-money status: Not disclosed; strike price and term shown above; real-time stock data not provided in filings .

Employment Terms

• Role & tenure: Executive Chairman since IPO period; appointed CEO effective July 7, 2025 (continues as Executive Chairman) .
• Cash compensation: Salary increased to $351,300 effective July 1, 2024; 2024 paid salary reported at $317,100 .
• Severance/Change-in-control: No severance or change-in-control terms disclosed for Dr. Thramann; such terms are disclosed for other executives (e.g., CEO predecessor and CFO) but not for him .
• Clawback: Company adopted a compensation recoupment policy effective December 1, 2023; Audit Committee reported no recoveries required for the prior three years .
• Trading policy: Officers and directors require pre-clearance; open trading windows apply; 10b5‑1 plans permitted .

Board Governance

• Board service: Director since 2012; currently Executive Chairman and CEO (combined leadership). Lead Independent Director role (Joshua Sroge) established to counterbalance combined roles .
• Independence: Board determined all current directors except Dr. Thramann are independent under Nasdaq/SEC rules .
• Committees (effective July 9, 2025):
  • Audit (Chair: Sroge), Compensation (Chair: Balletta), Nominating & Governance (Chair: de Boucaud) .
• Board/committee activity (FY2024): Board met 5 times; audit (5), compensation (5), nom/gov (3); attendance ≥75% for incumbents .
• Director compensation: Non-employee director cash retainers disclosed; Executive Chairman/CEO does not receive director fees .
• Say-on-Pay: As an Emerging Growth Company, Auddia is not required to conduct advisory say‑on‑pay votes yet .

Related Party Transactions (Governance Red Flags)

• In 2023, the company issued one share of Series A Preferred Stock to Dr. Thramann for $1,000 to facilitate the reverse stock split vote; it carried only split‑related voting rights and was redeemed upon effectiveness (consideration $1,000) .

Performance & Risk Backdrop

• Financial condition: Auditors included a going concern paragraph in the FY2024 audit report; recurring losses and need for additional capital were disclosed .
• Capital actions: Multiple equity line arrangements with White Lion, shareholder approvals for potential issuances >19.99%, and convertible preferred financings (Series B in April 2024; Series C in June 2025) with anti‑dilution features and 10% dividends were described—highlighting dilution risk .
• Nasdaq compliance: Reverse stock split proposals/effectuation and minimum bid price notices were disclosed as part of listing compliance efforts .
• Strategic shift: Leadership change on July 7, 2025; formation of a special committee to evaluate a restructuring into an AI‑native holding company and business combination; no assurance of consummation .

Director Service Details (Dual-role implications)

• Dual role (Executive Chairman + CEO) concentrates authority; the board mitigates via a Lead Independent Director and fully independent key committees (Audit, Compensation, Nominating & Governance) .
• New independent directors appointed July 9, 2025 with relevant AI/finance skill sets and committee leadership to strengthen oversight during restructuring evaluation .

Multi‑Year Compensation (Named Executive Officer)

Equity Awards Detail (Outstanding at 12/31/2024)

Historical RSU vesting references (completed by 2024/early 2025): prior RSU awards with 50%/25%/25% structures and other schedules; no RSUs outstanding for Dr. Thramann at 12/31/2024 .

Equity Ownership Breakdown (As of July 31, 2025)

Compensation Structure Analysis

• Cash vs. equity mix: 2024 compensation shifted toward equity (option grant) vs. 2023, when no equity was awarded—indicative of increased at‑risk compensation despite liquidity constraints .
• Instrument choice: Use of stock options (not RSUs) in late 2024 sets higher performance threshold to realize value, aligning with shareholder upside if strategic pivots succeed .
• Bonuses: No 2024 cash bonuses paid as of filing; suggests restraint amid losses and capital needs .
• Clawback and trading controls: Adopted clawback policy; robust insider trading restrictions (hedging/pledging prohibitions for insiders), supporting governance quality .

Vesting Schedules and Insider Selling Pressure

• 12/31/2024 option grant was fully vested at grant; exercisability provides flexibility but also potential selling capacity; any sales would be subject to trading windows or 10b5‑1 plans .
• No disclosed pledging; policy prohibits pledging for officers/directors, reducing forced-sale risk .

Say‑on‑Pay & Shareholder Feedback

• As an Emerging Growth Company, Auddia is not yet required to conduct say‑on‑pay votes; no historical approval percentages disclosed .

Investment Implications

• Alignment: Meaningful insider ownership (5.2%) plus option exposure indicates alignment with equity upside, while prohibitions on hedging/pledging and a clawback policy strengthen governance .
• Retention risk: Dual role and restructuring workload increase key‑man risk; absence of disclosed severance/CIC terms for Dr. Thramann may limit guaranteed payouts but also means retention hinges on equity value creation .
• Dilution and financing overhang: Equity line arrangements and preferred financings with anti‑dilution/adjustment mechanisms, plus potential share issuances >19.99% pending approvals, create dilution and volatility risk in the near term .
• Governance balance: Combined Chair/CEO role is partially mitigated by an empowered Lead Independent Director and fully independent key committees; new directors bring AI/finance skills relevant to the contemplated restructuring .
• Execution and strategy: Special committee evaluation of an AI‑native holding company structure could be a catalyst if executed, but outcomes are uncertain; continued going concern and listing compliance risks persist until durable revenue/capital solutions materialize .