Zackary Irani
About Zackary Irani
Zackary S. Irani is Chief Executive Officer and Director of Biomerica, Inc., serving as CEO since April 1997 and as a company employee since 1986; he is 59 years old and holds both a BS and an MBA from the University of California, Irvine (Paul Merage School of Business) . He previously served as Chairperson of the Board until June 2024; the Board now operates without a chair and with an Executive Vice Chair, while all key committees are chaired by independent directors, which mitigates some dual-role governance concerns . Pay-versus-performance disclosures show declining total shareholder return over 2023–2025 and persistent net losses, underscoring execution risk as the company transitions to commercialization of its inFoods product .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biomerica, Inc. | Vice-President of Business Development | Pre-1997 | Prepared for CEO role; built commercial/BD foundation |
| Lancer Orthodontics, Inc. | Chief Executive Officer | 1997–2004 | Led medical device operations across U.S. and Mexico |
| Lancer Orthodontics, Inc. | Chairperson of the Board | 2008–2009 | Governance leadership at external medical device company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lancer Orthodontics, Inc. | CEO; Chairperson | 1997–2004; 2008–2009 | Operational and governance experience in med devices |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $150,000 | $122,596 (voluntary cut to $75,000 effective Aug 1, 2024; reinstated to $150,000 Jan 1, 2025) |
| Target Bonus (%) | Not disclosed (no cash incentive program) | Not disclosed (no cash incentive program) |
| Actual Bonus Paid ($) | $0 | $0 |
Notes:
- Company emphasizes below-market salaries and no annual cash bonuses, focusing total pay on equity alignment with TSR .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics Tied to Payout |
|---|---|---|---|---|---|
| Restricted Stock | 12/13/2024 | 31,250 | $78,438 (at $2.51 per share) | 48-months; first tranche 7,813 scheduled to vest 12/13/2025 | None; equity value intended to align with TSR |
| Stock Options | 12/13/2023 | 4,844 exercisable; 14,531 unexercisable | N/A (grant-level fair value shown in SCT for 2024 options) | Standard installments; options generally 4-year vesting | None; options granted at market price, value tied to stock price |
| Stock Options | 12/07/2023 | 6,563 exercisable; 6,562 unexercisable | N/A | 25% vested immediately; remaining 75% over 36 months | None |
| Stock Options | 12/09/2021 | 9,375 exercisable; 3,125 unexercisable | N/A | 48-month installments | None |
| Stock Options | 12/10/2020 | 9,827 exercisable; 0 unexercisable | N/A | 48-month installments | None |
| Stock Options | 12/19/2019 | 15,625 exercisable; 0 unexercisable | N/A | 48-month installments | None |
| Stock Options | 12/20/2018 | 18,750 exercisable; 0 unexercisable | N/A | 36-month installments | None |
| Stock Options | 01/22/2018 | 9,375 exercisable; 0 unexercisable | N/A | 36-month installments | None |
| Stock Options | 03/24/2016 | 12,500 exercisable; 0 unexercisable | N/A | 48-month installments | None |
Option Exercise Prices and Expirations (selected):
- 03/24/2016: $9.60; expires 03/24/2026
- 01/22/2018: $31.20; expires 01/22/2028
- 12/20/2018: $18.00; expires 12/20/2028
- 12/19/2019: $22.48; expires 12/19/2029
- 12/10/2020: $50.88; expires 12/10/2030
- 12/09/2021: $35.68; expires 12/09/2031
- 12/07/2023: $13.36; expires 04/20/2033
- 12/13/2023: $7.91; expires 12/13/2033
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 253,492 |
| Ownership % of Common Shares Outstanding | 8.3% |
| Options Exercisable within 60 days | 86,859 shares |
| Restricted Stock Scheduled to Vest (near term) | 7,813 shares on 12/13/2025 |
| Pledging / Hedging | Company policy prohibits short sales, margin accounts, pledging or hedging of company stock |
| Stock Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | At-will; written CEO employment agreement in place |
| Severance – Company Termination Without Cause | 12 months base salary; applies including following a Change in Control, subject to standard release conditions |
| Severance – Employee Termination “With Cause” | Eligible for severance; if termination “with Cause” following a Change in Control, all unvested stock options immediately vest and become exercisable |
| Severance – Company Termination With Cause | Accrued but unpaid base salary and unused PTO only |
| Clawback (Compensation Recovery) | Adopted; recovery of incentive-based compensation upon accounting restatement; remedies for misconduct |
| Non-compete / Non-solicit | Not disclosed |
Board Governance
- Director since 1997; CEO and Director; served as Chairperson until June 2024; currently Board has no Chair and operates with an Executive Vice Chair .
- Committee roles: Audit (Chair: Eric Bing Chin), Compensation (Chair: David Moatazedi), Nominating & Governance (Chair: Gary Huff); committees comprised entirely of independent directors .
- Independence: Board determined Chin, Moatazedi, Huff, and Emerson are independent; Irani is not independent (management) .
- Meetings and attendance: FY ended May 31, 2025 – Board held 8 meetings; Audit 7; Compensation 4; Nominating & Governance 4; all directors attended at least 75% of aggregate meetings .
Director and Executive Compensation Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO Summary Compensation Total ($) | $141,250 | $360,103 | $201,034 |
| Compensation Actually Paid (PEO) ($) | (108,437) | 199,836 | 177,700 |
| Average SCT Total – Non-PEO NEOs ($) | $174,027 | $314,810 | $219,848 |
| Average CAP – Non-PEO NEOs ($) | 110,778 | 238,392 | 198,219 |
| TSR – $100 Initial Investment (Value) | $39.14 | $16.59 | $10.89 |
| Net Income (Loss) ($) | (7,140,000) | (5,978,000) | (4,973,000) |
Independent Director Compensation (context, not applicable to Irani’s pay):
- Annual cash retainer $45,000; chair stipends: Audit $15,000, Compensation $7,500, Nominating & Governance $7,500 .
Compensation Structure Analysis
- Cash vs equity mix: Below-market salaries, no annual cash bonuses; heavy reliance on equity (options and restricted stock), aligning value to TSR and retention via multi-year vesting .
- Performance metrics: No specific revenue/EBITDA/TSR targets disclosed for equity or cash; awards are time-based and at-market strike for options .
- Repricing or award modifications: Not disclosed; options granted at then-current market prices .
- Pay-versus-performance: CAP and TSR moved down together over 2023–2025; persistent net losses highlight execution risk in commercial transition .
Vesting Schedules and Insider Selling Pressure
- Near-term vest: 7,813 restricted shares scheduled to vest on December 13, 2025 (first 25% tranche of the 12/13/2024 grant), potentially increasing tradable float for the CEO; corporate policy prohibits hedging or pledging but does not prohibit selling under window policies .
- Options expirations cluster in 2026–2033; a 2016 grant (12,500 at $9.60) expires 03/24/2026; monitor proximity to expiration for potential exercise decisions subject to market conditions .
Equity Plan and Authorized Shares – Dilution Watch
- 2024 Stock Incentive Plan amendment seeks +200,000 shares (to 400,000 total) for future grants; 78,873 shares remained available as of the record date prior to amendment .
- Proposal to increase authorized common shares from 25,000,000 to 300,000,000 to enable strategic transactions and financings; significantly dilutive potential, subject to Board discretion without further shareholder approval beyond applicable listing rules .
Investment Implications
- Alignment: High equity concentration in CEO pay, multi-year vesting, grant-at-market options, and anti-pledging/hedging policy support alignment with long-term TSR; lack of explicit performance metrics reduces pay-for-performance precision .
- Retention risk: Vesting schedules (48-month restricted stock; multi-year options) incentivize tenure; severance economics are modest (12 months base salary), which may limit golden parachute concerns but could increase mobility if external opportunities arise .
- Governance: CEO continues as a director but no longer board chair; independent committee leadership is robust—reducing independence concerns tied to dual roles .
- Trading signals: Upcoming 12/13/2025 vesting and clustered option expirations warrant monitoring for Form 4 activity; large proposed increase in authorized shares and plan capacity could foreshadow future equity financing or larger equity grants—key overhangs for share supply/dilution .
- Execution risk: Pay-versus-performance disclosures show negative TSR trends and ongoing losses; commercialization of inFoods is a critical pivot—watch subsequent proxies and earnings for any shift toward performance-tied incentives and improving financial metrics .