Gary Lu
About Gary Lu
Gary Lu, age 45, has served as Chief Financial Officer of Biomerica since March 2023. He is a CPA with a BA in Economics and Accounting from UCLA, and brings 20+ years of experience across SEC public and private companies spanning corporate strategy, financial management, operations, fundraising, and M&A . During FY2023–FY2025, Biomerica’s net loss narrowed from $7.14M to $4.97M while cumulative TSR based on a $100 initial investment declined to $10.89 by FY2025; the Board also noted the commercial launch of inFoods as a shift in evaluating performance measures going forward .
Company performance snapshot (FY):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $5,339,000* | $5,415,000* | $5,311,000* |
| EBITDA ($) | $(7,139,000)* | $(6,286,000)* | $(5,050,000)* |
| Net Income (Loss) ($) | $(7,140,000) | $(5,978,000) | $(4,973,000) |
| TSR – Value of $100 Investment ($) | $39.14 | $16.59 | $10.89 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Happy Money | Controller & VP Finance | Sep 2019–Feb 2023 | Finance leadership at a platform for unsecured lending |
| Verb Technology (NASDAQ: VERB) | Controller & VP Finance | Jan 2019–Sep 2019 | Public SaaS reporting and finance leadership |
| FirstService Residential (NASDAQ: FSV) | VP Southwest Corporate Controller | Jan 2015–Jan 2019 | Regional corporate controllership at largest FSV subsidiary |
| Hoag Orthopedic Institute | Corporate Controller & Head of Finance | Oct 2014–Jan 2015 | Corporate controllership at leading orthopedic care organization |
| Broadcom Inc. (NASDAQ: AVGO) | Various finance roles | Dec 2008–Oct 2014 | Cross‑discipline finance roles at a semiconductor company |
| Ernst & Young LLP | Assurance Manager | Sep 2003–Nov 2008 | Assurance for public and private company clients |
External Roles
No public company directorships or external roles disclosed for Mr. Lu in the proxy .
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| FY 2025 | 260,000 | Not disclosed | 0 | No management incentive cash bonuses paid in FY2025 |
| FY 2024 | 260,000 | Not disclosed | 0 | Salary as CFO effective March 1, 2023; no cash bonus |
Performance Compensation
Time‑vesting equity is the primary incentive; the company does not specifically tie executive equity awards to pre‑set performance metrics, emphasizing alignment with TSR via options and restricted stock .
Restricted Stock (RSUs)
| Grant date | Shares granted | Grant‑date fair value ($) | Vesting schedule | Next vesting date & amount |
|---|---|---|---|---|
| 12/13/2024 | 20,625 | 51,769 | 4‑year equal annual installments | 12/13/2025: 5,157 shares scheduled to vest |
Stock Options
| Grant date | Total options | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 4/6/2023 | 12,500 | 6,250 | 6,250 | 13.92 | 4/6/2033 | Equal annual installments over 4 years |
| 12/13/2023 | 19,375 | 4,844 | 14,531 | 7.91 | 12/13/2033 | Equal annual installments over 4 years |
Performance metrics, weighting, targets, and payouts for cash bonuses are not disclosed; no cash incentives were paid for FY2025 or FY2024 .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 35,626 shares; 1.2% | Includes 11,094 options exercisable within 60 days of Oct 17, 2025; 5,157 RSUs scheduled to vest on Dec 13, 2025. Outstanding shares 2,947,966 as of Oct 15, 2025 |
| Exercisable options (60‑day) | 11,094 | From 4/6/2023 and 12/13/2023 grants |
| Unexercisable options | 20,781 | From 4/6/2023 and 12/13/2023 grants |
| Unvested RSUs | 20,625 | 12/13/2024 grant; time‑vest over 4 years |
| Shares pledged/hedged | Prohibited | Insider Trading Policy prohibits short sales, margin, pledging, and hedging by officers/directors |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosed in proxy |
Potential selling pressure: 5,157 RSUs scheduled to vest on December 13, 2025 may incrementally increase float; actual sales depend on personal decisions and trading windows .
Employment Terms
| Provision | Term |
|---|---|
| Employment | At‑will (CFO) |
| Termination by Company for Cause | Accrued but unpaid base salary and accrued but unused PTO through termination date |
| Termination by Company without Cause (including following a Change in Control) | Severance equal to 12 months of base salary, subject to a customary release of claims |
| Termination by Employee with Cause (including following a Change in Control) | Eligible for the same severance; if such termination follows a Change in Control, all unvested stock options immediately vest and become exercisable |
| Clawback | Compensation recovery policy adopted; applies to compensation based wholly or partly on financial reporting measures in event of a restatement |
| Hedging/Pledging | Prohibited for officers/directors under Insider Trading Policy |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed in proxy |
Performance & Track Record
Pay vs performance (selected measures):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – value of $100 investment ($) | 39.14 | 16.59 | 10.89 |
| Net Income (Loss) ($) | (7,140,000) | (5,978,000) | (4,973,000) |
Context and disclosures:
- Compensation Committee emphasizes below‑market cash pay and equity‑heavy awards to align with shareholder returns; equity awards are time‑based rather than tied to explicit operating metrics .
- Board noted the inFoods product has launched and expects to evaluate revenue and net income relationships with compensation going forward .
- No related‑party transactions above $120,000 and no legal proceedings involving executive officers disclosed since June 1, 2024 .
Investment Implications
- Alignment: Equity‑heavy, time‑based awards create retention incentives and TSR linkage, but absence of explicit operating performance metrics (revenue/EBITDA/TSR percentile hurdles) may reduce pay‑for‑performance rigor from an investor standpoint .
- Retention and change‑of‑control: A 12‑month salary severance and option acceleration upon “employee termination with Cause” following a change in control are meaningful; the unusual drafting should be monitored at future filings for clarifications on “Cause/Good Reason” definitions .
- Near‑term supply: 5,157 RSUs scheduled to vest on December 13, 2025 and 11,094 currently exercisable options could create modest selling pressure around vesting/trading windows, though actual sales depend on personal decisions and blackout policies .
- Governance safeguards: Prohibitions on pledging/hedging and an adopted clawback policy reduce alignment and reputational risk; no related‑party or legal red flags disclosed .