Andrew Blank

About Andrew Blank

Andrew Scott Blank, age 69, serves as Chairman of the Board at BioCardia (BCDA) and has been a director since October 2019, classified in Class II with his current term expiring in 2027; he is independent under Nasdaq rules. He holds a bachelor’s degree in business from the University of Miami and leads multiple operating businesses, bringing operational expertise and fast-growth management experience to the board .

Past Roles

External Roles

Board Governance

• Role: Chairman of the Board; board leadership is split from CEO (Peter Altman), with the company asserting the structure fits their respective talents .
• Committee assignments: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
• Independence: Board determined all directors except the CEO are independent under Nasdaq and Rule 10A‑3; Blank is independent .
• Attendance and engagement: In FY 2024, the board met 10 times; each director attended at least 75% of board+committee meetings. Compensation Committee met once; Nominating & Governance held no meetings; Audit Committee met seven times. None of the non‑employee directors attended the 2024 annual meeting of stockholders .
• Risk oversight and governance policies: Insider Trading Policy prohibits pledging, hedging, and short sales by directors; board and committees oversee risks per charter .

Fixed Compensation

2025 Non‑employee director compensation schedule adopted:

• Base annual cash retainer: $40,000 .
• Chairman of the Board fee: $32,500 .
• Committee chair fees: Audit $15,000; Compensation $12,000; Nominating & Corporate Governance $9,000 .
• Committee member fees: Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $5,000 .

Performance Compensation

Change‑in‑control treatment for non‑employee directors: on a CIC, all options/SARs fully vest and become exercisable; restrictions on restricted stock/RSUs lapse; performance goals deemed achieved at 100% of target .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: Bachelor’s degree in Business, University of Miami .
• Core credentials: Operational expertise; management of fast‑growth companies across distribution, logistics, and software; multi‑company president roles .
• Board qualification statement: Company cites operational expertise and track record as rationale for him serving as Chairman .

Equity Ownership

• Pledging/Hedging: Company policy prohibits pledging of company securities and hedging/short sales by directors .

Related-Party Transactions and Potential Conflicts

• Litigation Funding Agreement (BSLF, L.L.C.): Entity owned/controlled by Andrew Blank funded BioCardia’s litigation versus Boston Scientific; settled 2021; in 2022, settlement provided up to $300,000 in future legal fee discounts, remitted to BSLF quarterly; company remitted $112,876 to BSLF in FY 2024 .
• Director/Officer Participation in Financings:
  • Feb 2024 private placement (aggregate $0.875M): CEO invested $50k; Blank not listed in Feb tranche .
  • Aug 2024 registered offering ($7.2M gross): Blank invested $333,000 .
  • Apr 23, 2025 private placement ($775k gross): Blank invested $250,000; warrants exercisable at $1.905 before earlier of Apr 24, 2030 or Japan PMDA approval for CardiAMP .
  • Jun 30, 2025 private placement ($570k gross): Blank invested $150,000; warrants exercisable at $1.95 before earlier of Jun 30, 2030 or Japan PMDA approval .
  • Sep 20, 2025 offering ($6.0M gross): Blank invested $360,000 in shares and immediately exercisable warrants at $1.25; warrants expire Sep 20, 2027 .

• Governance process: Related‑party transactions require prior Audit Committee approval; policy targets arms‑length terms .

Fixed vs Performance Compensation Mix (Director)

Equity Awards – Vesting and CIC Terms

Governance Assessment

• Alignment signals:

  • Material personal ownership (6.0%) and repeat participation in company financings across 2024–2025, indicating willingness to provide capital during periods of need .
  • Prohibition on pledging/hedging improves alignment with long‑term shareholders .

• Engagement and effectiveness:

  • Board met 10 times in 2024 with ≥75% attendance by each director, but Compensation Committee met only once and Nominating & Governance did not meet, suggesting limited formal committee activity despite Blank chairing both committees .
  • None of the non‑employee directors attended the 2024 annual meeting, a potential engagement optics issue for investors .

• Conflicts/related‑party exposure:

  • The BSLF litigation funding and ongoing remittance of legal fee credits ($112,876 in 2024) create a related‑party nexus requiring continued audit oversight; disclosed policy and settlements reduce ongoing economic entanglement but still merit monitoring .
  • Frequent director participation in structured offerings (with warrants and varying triggers) aligns capital but can raise questions about preferential terms; all were disclosed, with broad investor participation .

Equity Ownership

Compensation Committee Analysis

• Composition: Andrew Blank (Chair), Jay Moyes, Richard Krasno, Ph.D. (Krasno leaving post‑meeting); all independent under Nasdaq; non‑employee directors under Rule 16b‑3 .
• Meeting cadence: One meeting in 2024; charter authorizes retention of independent compensation consultants; no use disclosed .
• Scope: CEO pay determination; executive and director compensation policies; benefit plans oversight .

Additional Governance and Policies

• Indemnification agreements in place for directors and officers .
• Code of Business Conduct and Ethics; risk oversight descriptions; committee charters available online .

RED FLAGS

• Limited committee meeting frequency: Compensation (1) and Nominating & Governance (0) meetings in FY 2024 despite committee chair roles, potentially indicating low formal oversight cadence at committee level .
• Non‑attendance at annual stockholder meeting by non‑employee directors in 2024 may concern governance‑focused investors seeking visible engagement .
• Related‑party funding history (BSLF) and ongoing credit remittances ($112,876 in 2024) necessitate continued monitoring for independence and arms‑length status .
• Repeated director participation in equity/warrant financings (Aug 2024, Apr/Jun/Sep 2025) demands scrutiny of terms and dilution dynamics, although fully disclosed and broadly offered .

Employment & Contracts (Director-Specific)

• No employment agreement; director compensation as disclosed above; indemnification agreements standard for Delaware corporations .

Say‑on‑Pay & Shareholder Feedback (Company context)

• Annual advisory vote on executive compensation; board commits to consider investor feedback after significant vote opposition; next say‑on‑pay at 2026 annual meeting .

Summary Implications for Investors

• Strong ownership and capital support by Blank bolster alignment; prohibition on pledging/hedging is positive .
• Committee leadership stature is offset by light meeting cadence; investors may push for enhanced committee activity and annual meeting participation .
• Related‑party litigation funding arrangement was resolved; ongoing remittances should sunset—monitor disclosures in future proxies .