Allen Barbieri
About Allen Barbieri
Allen Barbieri (age 67) serves as Executive Vice Chairperson and Corporate Secretary of Biomerica and has been a director since 1999; he transitioned from an independent director to an executive director in August 2020. He holds an MBA from MIT and brings CEO/CFO experience across public and private companies, including biotech, medical devices, banking, and e-commerce . Company pay-versus-performance disclosures show cumulative TSR values of $10.89, $16.59, and $39.14 for fiscal 2025, 2024, and 2023 respectively, alongside net losses of $(4.973) million, $(5.978) million, and $(7.140) million, framing execution within a capital-constrained, loss-making profile . Biomerica’s compensation philosophy pays below-market salary/bonuses and emphasizes equity awards; there are no explicit performance metrics tied to NEO equity awards, aligning value realization primarily to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Küleon LLC | Chief Executive Officer | 2022–present | Early-stage biotech leadership in neurologic disorders; concurrent role with BMRA . |
| CareTrust REIT (NYSE: CTRE) | Director; Chair, Nominating & Governance; member, Audit & Compensation | 2015–2022 | Governance leadership at a large-cap REIT; oversight of audit and compensation practices . |
| Biosynthetic Technologies | Chief Executive Officer | 2010–2018 | Led renewable specialty chemicals backed by BP and Monsanto; scale-up and strategic partnerships . |
| Lancer Orthodontics | Chief Executive Officer | 2004–2009 | Medical device manufacturing across U.S./Mexico; operational execution . |
| BUY.COM | President & Chief Financial Officer | 1998–1999 | Financial and operational leadership at major internet retailer . |
| Pacific National Bank | President & Chief Executive Officer | 1994–1999 | Bank leadership; risk and growth oversight . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Küleon LLC | CEO | 2022–present | Concurrent private biotech CEO role . |
| CareTrust REIT (NYSE: CTRE) | Director; Chair N&G; member Audit/Comp | 2015–2022 | Public company board and committee roles . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $124,583 | $93,415 (voluntary reduction from $110,000 to $88,000 effective Aug 1, 2024) |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Cash Bonus ($) | $0 (no management incentive cash bonuses) | $0 (no management incentive cash bonuses) |
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | 12/7/2023 | 50,000 | $39,451 | 100% vested immediately | Exercise price $1.67; Black-Scholes valuation . |
| Stock Options | 12/13/2023 | 100,000 | $79,949 | Cliff vest after 12 months | Exercise price $0.99; Black-Scholes valuation . |
| Restricted Stock (RS) | 12/13/2024 | 13,750 | $34,513 | 12-month cliff; scheduled vest 12/13/2025 | Valued at $2.51 per share at grant . |
- Performance metrics tied to compensation: None specifically tied; value realization is driven by stock price, with options granted at market price and RSUs time-based .
- Compensation mix shift: FY24 emphasized options; FY25 used restricted stock with 12-month cliff vesting, lowering exercise risk versus options .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % Outstanding | Components | Notes |
|---|---|---|---|---|
| 9/30/2024 | 393,337 | 2.3% | Includes 315,000 options exercisable within 60 days | Based on 16,821,646 shares outstanding . |
| 10/17/2025 | 85,418 | 2.8% | Includes 48,125 options exercisable within 60 days and 13,750 RS scheduled to vest on 12/13/2025 | Based on 2,947,966 shares outstanding; impact of reverse split and capital actions . |
- Pledging/Hedging: Company insider trading policy prohibits short sales, margin accounts, pledging or hedging transactions by officers/directors .
- Ownership guidelines: Not disclosed .
- Vested vs. unvested: FY25 proxy indicates immediately vested 12/7/2023 options; other options cliff-vest after 12 months; RS 12/13/2024 vests after 12 months .
Outstanding Equity & Vesting Schedule Detail (Allen Barbieri)
| Grant Date | Instrument | Exercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 3/24/2016 | Option | 4,375 | 9.60 | 3/24/2026 | Time-based; historical grant . |
| 1/22/2018 | Option | 3,125 | 31.20 | 1/22/2028 | Vested per plan; some unearned counts noted historically . |
| 12/20/2018 | Option | 6,250 | 18.00 | 12/20/2028 | Time-based . |
| 12/19/2019 | Option | 6,250 | 22.48 | 12/19/2029 | Time-based . |
| 12/10/2020 | Option | 3,750 | 50.88 | 12/10/2030 | Time-based . |
| 12/9/2021 | Option | 5,625 | 35.68 | 12/9/2031 | Time-based . |
| 12/7/2023 | Option | 6,250 | 1.67 | 4/20/2033 | 100% vested immediately . |
| 12/13/2023 | Option | 12,500 | 0.99 | 12/13/2033 | Cliff-vest after 12 months . |
| 12/13/2024 | Restricted Stock | 13,750 | n/a | n/a | 12-month cliff; vest 12/13/2025 . |
- Plan-level change-in-control: All unvested options fully vest automatically upon a Change in Control; RS awards vest on Change in Control per plan, except where agreements provide otherwise .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; Corporate Secretary and Executive Vice Chairperson . |
| Severance (Company terminates without Cause) | 12 months of base pay, including following a Change in Control, subject to customary release . |
| Employee termination with Cause (including following a Change in Control) | Eligible for Severance Payment; all unvested stock options immediately vest and become exercisable following Change in Control . |
| Non-compete / Non-solicit | Not disclosed . |
| Clawback | Compensation recovery policy for restatements; remedies for misconduct . |
| Hedging/Pledging | Prohibited by insider trading policy (short sales, margin accounts, pledging, hedging) . |
Board Governance
- Current role: Executive Vice Chairperson and Corporate Secretary; not independent; committees are comprised entirely of independent directors, mitigating dual-role concerns .
- Board leadership: As of 2025, Board has not appointed a Chairperson; an Executive Vice Chairperson role exists; CEO is a director; independent directors chair key committees (Audit—Eric Bing Chin; Compensation—David Moatazedi; Nominating & Governance—Gary Huff) .
- Attendance: All directors attended 75%+ of aggregate Board/Committee meetings for FY2025 .
- Historical context: In 2024, CEO and Chair roles were separated; the independent Chair later resigned; no Chair was appointed thereafter, raising ongoing leadership structure considerations .
Performance & Track Record
- Company TSR and net income: TSR indices of $10.89 (2025), $16.59 (2024), $39.14 (2023) with net losses of $(4.973)M, $(5.978)M, $(7.140)M respectively .
- Cost discipline: Barbieri’s base salary reductions (to $88,000 effective Aug 1, 2024) reflect cost containment; no cash bonuses paid in FY2024–FY2025 .
- Capital structure actions: 2024 shareholders approved reverse split authority and authorized shares increase; delisting risk disclosures highlight market volatility context around equity-based compensation .
Compensation Structure Analysis
- Shift from options to RS: FY2024 awards were primarily options (150,000 shares), while FY2025 awarded 13,750 RS with a 12-month cliff—reducing exercise price risk and potentially improving retention versus options-only grants .
- At-risk orientation: Company pays below-market salary/bonuses and emphasizes equity; awards are not explicitly tied to revenue/EBITDA/ESG metrics, making shareholder return (stock price) the primary performance lever .
- Single-trigger vesting: Plan-level single-trigger acceleration of unvested equity upon Change in Control may reduce retention risk for executives but introduces potential pay-for-change concerns if value realization is not performance-conditioned .
Equity Overhang, Vesting, and Insider Selling Pressure
- Near-term vesting: 13,750 RS scheduled to vest on December 13, 2025, creating potential sellable liquidity; options exercisable within 60 days total 48,125 as of October 17, 2025 .
- Strike-price mix: Legacy grants carry high strikes ($18–$50.88), while recent options were at lower strikes ($0.99–$1.67), aligning recent equity with current market levels .
- Policy constraints: Hedging/pledging prohibited, limiting leverage against BMRA stock and aligning with shareholder-friendly practices .
Director Service & Compensation (Executive-Director Context)
- Service history: Director since 1999; became Executive Vice Chairperson in August 2020 and stepped down from all Board committees upon transition to executive status .
- Committee roles: None currently, as committees consist of independent directors; prior external committee leadership at CareTrust REIT (Chair N&G; member Audit/Comp) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: For 4,613,080; Against 275,661; Abstain 65,209—approximately 93.1% support (4,613,080 / 4,953,950) .
- Board stance: Annual advisory votes; compensation philosophy ties equity value to TSR rather than explicit operating metrics .
Risk Indicators & Red Flags
- Legal proceedings: None disclosed for directors/executives .
- Change-in-control economics: Single-trigger acceleration present in plan documents; executive agreements provide 12 months severance for termination without Cause (including after Change in Control) .
- Listing risk: Nasdaq minimum bid price deficiency disclosed in 2024; reverse split authority approved; investor dilution risk acknowledged in authorized share increase proposal .
Investment Implications
- Alignment: Barbieri’s meaningful beneficial ownership and prohibition on pledging/hedging support alignment; however, lack of explicit performance metrics on equity awards limits pay-for-performance rigor .
- Retention: 12-month severance and single-trigger vesting reduce exit friction, while near-term RS vesting could create modest selling pressure around December 2025; overall compensation structure favors retention through time-based equity .
- Governance: Dual-role executive director with no current Chair necessitates strong independent committee oversight (present), but continued absence of a Chair could raise governance-quality questions for some investors .
- Trading signals: Watch December 13, 2025 RS vesting and any subsequent Form 4 filings for liquidity events; monitor shareholder approvals and capital actions for dilution and liquidity pathways .