Richard Krasno
BioCardiaAbout Richard Krasno
Richard Krasno, Ph.D., age 83, has served on BioCardia’s board since October 2016 and is classified as a non-continuing director with his current term expiring in 2025 . He is independent under Nasdaq rules, and served on the Audit and Compensation Committees but will no longer serve on these committees following the 2025 Annual Meeting . Dr. Krasno holds a B.S. from the University of Illinois and a Ph.D. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William R. Kenan, Jr. Charitable Trust | Executive Director | 1999–2014 | Also President of four affiliated funds, 1999–2010 |
| University of North Carolina Health Care System | Director; Chairman of the Board | Director 2004–2012; Chairman 2009–2012 | Led board as chairman |
| Monterey Institute of International Studies | President | Prior to 1999 | Senior academic leadership |
| Institute of International Education (IIE), New York | President & CEO | 1981–1998 | CEO role in international education |
| U.S. Department of Education | Deputy Assistant Secretary | 1979–1980 | Federal education policy role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OPKO Health, Inc. | Director | Since 2017 | Public company board service |
| Ladenburg Thalmann | Director | 2006–2020 | Prior public board |
| Castle Brands, Inc. | Director | 2014–2019 | Prior public board |
Board Governance
| Committee | Role | Status | 2024 Meetings (#) |
|---|---|---|---|
| Audit Committee | Member | Will leave after 2025 Annual Meeting | 7 |
| Compensation Committee | Member | Will leave after 2025 Annual Meeting | 1 |
| Nominating & Corporate Governance | Not a member | — | — |
- Independence: Board determined all directors other than CEO Peter Altman are independent under Nasdaq and Rule 10A-3 .
- Attendance: Board held 10 meetings in FY2024 and each director attended at least 75% of board and applicable committee meetings; however, none of the non-employee directors attended the 2024 annual meeting of stockholders (engagement watchpoint) .
- Board structure: Classified board with seven seats divided into three classes; separate Chairman (Andrew Blank) and CEO roles .
Fixed Compensation
Non-Employee Director Compensation Structure (adopted for 2025):
| Position | Annual Cash Retainer ($) | Annual Stock Option Grant (#) |
|---|---|---|
| Base Fee | $40,000 | 829 (granted Oct 11, 2024; vests Oct 11, 2025) |
| Chairman of the Board (Chair fee) | $32,500 | — |
| Audit Committee Chair | $15,000 | — |
| Compensation Committee Chair | $12,000 | — |
| Nominating & Corporate Governance Chair | $9,000 | — |
| Audit Committee Member | $7,500 | — |
| Compensation Committee Member | $6,000 | — |
| Nominating & Corporate Governance Member | $5,000 | — |
Richard Krasno – FY2024 Director Compensation:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Richard Krasno, Ph.D. | $53,500 | $0 | $1,966 | $55,466 |
Performance Compensation
Director Equity Awards and Vesting:
| Item | Detail |
|---|---|
| Annual Option Grant | 829 options granted Oct 11, 2024; vest Oct 11, 2025 |
| FY2024 Option Award Fair Value | $1,966 (ASC 718) |
Outstanding Director Equity Awards (as of Dec 31, 2024):
| Name | Aggregate Number of Stock Options Outstanding | Aggregate Number of Stock Awards Outstanding | Notes |
|---|---|---|---|
| Richard Krasno, Ph.D. | 3,313 | — | Fully vested and exercisable |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Notes |
|---|---|---|
| OPKO Health, Inc. | Current public board | No BCDA-related interlocks disclosed |
| Ladenburg Thalmann | Prior public board | — |
| Castle Brands, Inc. | Prior public board | — |
Expertise & Qualifications
- Financial literacy/expertise, managerial experience, and prior public company board service cited by BCDA as qualifications for his directorship .
- Academic and philanthropy leadership roles (IIE CEO, Kenan Trust Executive Director), and health system governance (UNC Health Care System Chairman) underscore governance and oversight experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 32,704 (represents beneficial ownership of less than 1%) |
| Common Shares Held | 16,268 |
| Options Exercisable within 60 days (Oct 15, 2025) | 3,313 |
| Warrants Held | 13,123 |
| Shares Outstanding (as of Sept 30, 2025) | 10,612,734 |
| Shares Pledged | None noted; proxy states no arrangements including any pledge that may result in change of control |
Governance Assessment
- Committee assignments and independence: Krasno is independent and served on Audit and Compensation, contributing to financial oversight and pay governance; he will transition off these committees post-Annual Meeting, reducing his formal governance influence going forward .
- Attendance and engagement: He met at least the 75% attendance threshold for board and relevant committees, but non-employee directors (including Krasno) did not attend the 2024 annual stockholder meeting, which may be viewed as a shareholder engagement gap .
- Ownership alignment: Beneficial ownership is <1% with a mix of common shares, vested options, and warrants; no pledging disclosed. Equity exposure exists but is modest in scale relative to total shares outstanding .
- Related-party exposure: Participated in the April 2025 private placement (invested $25,000) that issued shares and warrants (exercise price $1.905; exercisable before the earlier of April 24, 2030 or Japanese PMDA approval). Insider participation can align interests but also warrants monitoring for terms and potential conflicts .
Related Transactions Detail
| Date | Transaction | Amount | Instrument Terms |
|---|---|---|---|
| April 23, 2025 | Private placement participation | $25,000 | Shares plus warrants; exercise price $1.905; exercisable until earlier of Apr 24, 2030 or Japanese PMDA approval |
RED FLAGS
- Non-employee directors did not attend the 2024 annual meeting of stockholders (engagement concern) .
- Classified board structure can reduce accountability and delay changes in control (structural governance consideration) .