Deina Walsh
About Deina Walsh
Deina H. Walsh is Chief Financial Officer and Principal Financial Officer of Bone Biologics Corporation (BBLG), serving as CFO since November 2014; she is a certified public accountant with prior partner-level audit leadership and founder of DHW CPA, PLLC . She is 60 years old and holds an AS in Business Administration (Monroe Community College) and a BS in Accounting (SUNY Brockport) . As a development-stage, pre-revenue medical device company, BBLG’s compensation committee emphasizes operational and financing milestones rather than TSR or net income; the SEC “Pay vs Performance” table nonetheless shows a severe decline in shareholder value in 2023 (value of initial fixed $100 investment fell to $0.37; net loss was $8,948,731), underscoring capital-raising and clinical execution as key performance levers for executive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bone Biologics Corporation | Chief Financial Officer; Principal Financial Officer | 2014–present | Led finance, SEC reporting and internal controls; aligned pay with clinical, business development, capital raising and investor goals |
| Public Accounting Firm (prior) | Partner | ~13 years (pre-2014) | Led PCAOB-standard audits for public entities; deep SEC and SOX 404 expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DHW CPA, PLLC (PCAOB-registered) | Founder/Owner (CPA) | Since 2014 | Provided audit and advisory services to public companies across US, Canada, China; specialties include M&A, reverse mergers, complex equity, and revenue recognition |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $200,000 | $200,000 | $200,000 |
| Target Bonus (% of Salary) | 25% | 25% | 25% |
| Actual Cash Bonus ($) | $18,875 | $12,500 | $27,054 |
| Option Awards (Grant-date Fair Value, $) | $31,583 | $25,800 | $15,394 |
| Notes | Employment agreement effective Jan 3, 2022; at-will | Bonus tied to clinical, BD, capital raising, investor goals | Bonus tied to same metrics; options also granted with immediate vesting |
Performance Compensation
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Clinical development objectives | Not disclosed | Not disclosed | Met/assessed by Comp Committee (2022–2024) | Cash + options: 2022 $18,875 + 79 options; 2023 $12,500 + 12,500 options; 2024 $27,054 + 27,054 options | Options vested immediately on grant |
| Business development goals | Not disclosed | Not disclosed | As above | As above | Immediate |
| Capital raising goals | Not disclosed | Not disclosed | As above | As above | Immediate |
| Investor goals | Not disclosed | Not disclosed | As above | As above | Immediate |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (July 14, 2023) | 1,463 shares; 0.0% of outstanding; consists entirely of options exercisable within 60 days |
| Aggregate awards since plan inception (record date Apr 17, 2025) | 39,555 shares underlying options (Walsh) |
| Anti-hedging policy | Company prohibits hedging transactions by directors, officers and employees |
| Pledging | No pledging disclosure identified in proxies (not disclosed) |
| Stock ownership guidelines | Not disclosed |
| Outstanding/Recent Option Grants (Walsh) | See detailed schedule below |
Option Grant and Vesting Schedule (Walsh)
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Jan 25, 2023 | 79 | $57.60 | Vested immediately | Jan 25, 2025 |
| Jan 17, 2024 | 12,500 | $3.61 | Vested immediately | Jan 17, 2026 |
| Jan 15, 2025 | 27,055 | $0.9678 | Vested immediately | Jan 15, 2027 |
Employment Terms
- Employment agreement: at-will; effective January 3, 2022; base salary $200,000; eligible benefits .
- Annual bonus: target 25% of base salary; objectives set within 60 days of year start; must be employed at payout; paid by March 15 following year; payout may be above/below target .
- Severance (without cause): unpaid salary/expenses; 4 months base salary; pro-rated bonus at Board’s discretion; 4 months continuation of benefits .
- Change-of-control transaction bonus: 0.5%–1% of transaction value upon Company acquisition (amendment effective March 11, 2024) .
- Anti-hedging: hedging prohibited; clawback: equity awards subject to clawback per applicable law/listing rules and Board-imposed provisions .
- Dilution mitigation: opportunity to invest in each financing to keep interest undiluted or partially diluted at her option .
Performance & Track Record
| Period | Value of Initial $100 Investment (TSR) | Net (Loss) |
|---|---|---|
| FY 2021 | $69.15 | $(1,610,685) |
| FY 2022 | $4.12 | $(1,484,620) |
| FY 2023 | $0.37 | $(8,948,731) |
- Compensation program emphasizes clinical milestones, business development, capital raising, and investor goals over TSR or net income given pre-revenue status .
Expertise & Qualifications
- CPA; extensive experience with PCAOB audits, SEC regulations, SOX 404; global client base across manufacturing, life sciences, pharma, tech .
- Education: AS (Monroe Community College), BS in Accounting (SUNY Brockport) .
- SEC Sarbanes-Oxley certifications: signed PFO certifications on Forms 10-Q (Sections 302 and 906) in Aug 2025 and Nov 2025 .
Compensation Structure Analysis
- Cash vs equity mix: consistent base ($200k) with variable cash bonuses and annual immediately-vested stock options; option grant-date fair value decreased in 2024 vs 2023 .
- Incentive structure: entirely options (no RSUs/PSUs disclosed) with immediate vesting, short-dated expirations (2025–2027), reinforcing near-term execution and financing cadence .
- Change-of-control economics: transaction bonus (single-trigger) of 0.5%–1% fosters alignment in M&A scenarios; no tax gross-ups disclosed .
- Clawback and anti-hedging: present; no disclosure of pledging or ownership guidelines, which limits formal long-term “skin-in-the-game” requirements .
Risk Indicators & Red Flags
- Hedging prohibited; no pledging disclosure found (would be a red flag if present; not disclosed) .
- Option repricing/modification: not disclosed for Walsh; options have vested immediately on grant with defined expirations .
- Legal proceedings/SEC investigations: none disclosed in reviewed sections (skip if not disclosed).
- Say-on-pay vote history: not disclosed in reviewed documents (skip).
Equity Ownership & Outstanding Awards Detail (Cross-Reference)
| As-of Date | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Jul 14, 2023 | 1,463 | 0.0% | Entirely options exercisable within 60 days |
| Apr 17, 2025 (aggregate since plan inception) | 39,555 options underlying awards | N/A | Plan-level aggregate; not percentage of outstanding |
Employment Contracts, Severance, and Change-of-Control
- Term: at-will; indeterminate .
- Severance: 4 months salary/benefits; pro-rated bonus at Board discretion upon termination without cause .
- Change-of-control: single-trigger transaction bonus 0.5%–1% of transaction value (effective Mar 11, 2024) .
- Non-compete/non-solicit: not specifically disclosed for Walsh; CEO agreement contains standard restrictive covenants (Walsh not specified).
- Garden leave/post-termination consulting: not disclosed.
Investment Implications
- Alignment: Walsh’s compensation is heavily tied to operational milestones and capital raising, with immediate-vesting options and short expirations (2025–2027) that can concentrate incentives around near-term events and financing windows .
- Retention economics: severance of 4 months is modest relative to market norms, implying limited financial lock-in; however, repeated annual options and a transaction bonus introduce event-driven retention and monetization incentives .
- Trading signals: immediate vesting and upcoming expirations (Jan 2025, Jan 2026, Jan 2027) may create potential exercise/sale timelines if options are in-the-money; anti-hedging policy reduces hedging activity risk; no pledging disclosure found .
- Governance controls: clawback provisions and Sarbanes-Oxley certifications support accountability; absence of formal ownership guidelines and limited disclosed equity ownership suggest lower long-term “required” ownership compared to larger peers .