David Rosa
BioRestorative TherapiesAbout David Rosa
David Rosa (age 61) has served as an independent director of BioRestorative Therapies (BRTX) since November 2021 and is Chair of the Board’s Nominating Committee; he also serves on the Audit and Compensation Committees. He is CEO, President and a director of NeuroOne Medical Technologies (Nasdaq: NMTC) and previously held senior roles at CHF Solutions (CHFS), Milksmart, and St. Jude Medical, bringing medical device leadership and commercialization experience. BRTX’s Board has determined he meets Nasdaq independence standards, but the company does not have a lead independent director, with the CEO also serving as Board Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuroOne Medical Technologies (NMTC) | CEO, President, Director | CEO/Director since Jul 2017; CEO of subsidiary Oct 2016–Dec 2019 | Leads minimally invasive EEG/brain stimulation platform strategy and commercialization focus. |
| CHF Solutions (CHFS; f/k/a Sunshine Heart) | CEO, President | Nov 2009–Nov 2015 | Led early-stage medical device company; executive leadership experience. |
| Milksmart, Inc. | CEO | 2008–Nov 2009 | Led medical devices company for animals. |
| St. Jude Medical, Inc. | VP Global Marketing (Cardiac Surgery/Cardiology) | 2004–2008 | Ran global marketing across cardiac lines; technical and commercial qualifications. |
External Roles
| Organization | Ticker | Role | Start Year | Notes |
|---|---|---|---|---|
| NeuroOne Medical Technologies | NMTC | CEO, President, Director | 2017 | Public company CEO/director; focus on minimally invasive neuro devices. |
| Biotricity Inc. | BTCY | Director | Not disclosed | Current public company directorship. |
| Healthcare Triangle, Inc. | HCTI | Director | Not disclosed | Current public company directorship. |
| Neuro Event Labs (Private, Finland) | — | Chairman (prior) | Not disclosed | Private company role. |
| SYNAPS Dx (Private) | — | Advisory Board Member | Not disclosed | Advisory role. |
Board Governance
- Committee assignments: Audit Committee member; Nominating Committee Chair; Compensation Committee member.
- Independence: Board determined Rosa is “independent” under Nasdaq Listing Rule 5605(a)(2); Audit, Nominating, and Compensation Committees are fully independent.
- Board/committee meeting cadence (FY2024): Board met 7x; Audit met 6x; Nominating did not meet; Compensation met 1x.
- Attendance: FY2024—each director attended ≥75% of meetings except Rosa, who attended ~71% of the aggregate Board and committee meetings; company notes he meets regularly with management.
- Board leadership: CEO is also Chairman; no lead independent director.
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2023 | 30,000 | Not disclosed | Not disclosed | Director compensation policy: $35,000 cash and $90,000 in options (2023 table shows $30,000 cash and $90,000 options). |
| 2024 | 35,000 | Not disclosed | Not disclosed | 2024 director compensation disclosed as $35,000 cash plus $90,000 option awards. |
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, $) | Annual Equity Grant Policy ($ implied) | Option Holdings as of Dec 31 (shares) | Notes |
|---|---|---|---|---|
| 2023 | 90,000 | Policy stated as $35k cash + $90k options in 2023 table. | 42,518 | Options disclosed as held by Rosa at year-end 2023. |
| 2024 | 90,000 | Per-annum compensation noted as $35k cash + $100k implied value in option grants. | 122,164 | Increase in option holdings vs 2023. |
Equity award grant practices: Company states equity awards are discretionary and generally granted in the second or third week of February each year; timing did not consider MNPI (2024 context).
Other Directorships & Interlocks
| Company | Relationship to BRTX | Potential Interlock/Conflict Considerations |
|---|---|---|
| NeuroOne (NMTC) | No disclosed business with BRTX | Rosa’s CEO role implies significant time demands; independence affirmed by BRTX, but cross-appointments warrant monitoring for time/attention risk. |
| Biotricity (BTCY) | No disclosed business with BRTX | Additional public board responsibilities; monitor for overlapping industry exposure. |
| Healthcare Triangle (HCTI) | No disclosed business with BRTX | IT/healthcare services; no related-party transactions disclosed at BRTX. |
Expertise & Qualifications
- Senior leadership in medical devices across neuro, cardiac, and early-stage companies; VP Global Marketing at St. Jude Medical.
- Current public company CEO experience (NeuroOne) and multiple public directorships.
- Serves as Nominating Committee Chair at BRTX; active roles on Audit and Compensation.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Approx. % of Common | Composition/Notes |
|---|---|---|---|
| Jul 31, 2025 | 152,866 | 1.9% | Represents shares issuable upon exercise of options exercisable currently or within 60 days. |
| Aug 1, 2024 | 88,977 | 1.3% | Options exercisable currently or within 60 days. |
| Jul 26, 2023 | 25,192 | * (<1%) | Options exercisable currently or within 60 days. |
No disclosures of share pledging, hedging, or director-specific ownership guidelines; company has a general insider trading policy.
Governance Assessment
- Attendance/engagement: Rosa’s FY2024 attendance (~71%) was below the common 75% threshold—RED FLAG for engagement; the company notes he meets regularly with management.
- Committee leadership and independence: Rosa chairs Nominating and is on Audit/Compensation; all committees are independent—positive for governance structure.
- Board leadership risk: CEO also chairs the Board and no lead independent director—potential check-and-balance deficiency.
- Equity compensation practices: Plan explicitly allows option repricing or regrant at reduced exercise prices—a shareholder-unfriendly feature; the Plan share authorization has been increased multiple times (2021→2023→2024→2025), indicating dilution risk—RED FLAG.
- Director pay mix and alignment: Rosa’s compensation is primarily cash plus options; his beneficial ownership consists largely of exercisable options, providing some alignment, but option-heavy pay without performance metrics is less tied to long-term TSR.
- Shareholder feedback: 2025 say‑on‑pay received 1,539,396 “For,” 106,661 “Against,” 19,855 “Abstentions,” with 3,328,582 broker non‑votes—signal of general acceptance of compensation program.
- Committee activity: Nominating Committee did not meet in 2024; given Rosa’s chair role, lack of meetings could suggest limited refresh/governance activity—monitor.
- Controls environment: Company disclosed material weaknesses in ICFR in recent periods, overseen by Audit Committee (which includes Rosa)—ongoing risk to financial reporting quality.
Director Compensation Details
| Item | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | 30,000 | 35,000 |
| Equity grant (options fair value, $) | 90,000 | 90,000 |
| Policy note | Cash $35k + $90k options disclosed in 2023 table; 2025 proxy notes $35k cash + $100k implied options value as policy. |
Say‑on‑Pay & Shareholder Votes (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Class II Director: David Rosa | 1,473,937 | 191,975 | — | 3,328,582 |
| Say‑on‑Pay (Advisory) | 1,539,396 | 106,661 | 19,855 | 3,328,582 |
| 2021 Plan Amendment (share increase) | 1,340,653 | 289,308 | 35,951 | 3,328,582 |
Related‑Party Transactions
- Policy: No formal procedures; Board reviews case‑by‑case. No specific related‑party transactions disclosed involving Rosa.
Risk Indicators & Red Flags
- Attendance below 75% (FY2024), despite management interactions—RED FLAG.
- Option repricing authority in equity plan—RED FLAG for pay discipline.
- Ongoing ICFR material weaknesses—enhanced oversight burden for Audit Committee.
- Board leadership concentration (CEO=Chair; no lead independent director)—RED FLAG.
Compensation Committee Analysis (Context)
- Composition: Chair Dr. Kukekov; members Rosa and Williams; independent per Nasdaq; authority to retain compensation consultants.
- Role: Oversees exec compensation goals, director compensation, equity plan administration, and severance recommendations.
Employment & Contracts (Director‑Specific)
- No director employment contracts disclosed; director compensation terms set via policy and equity plan.
Performance & Track Record (Director‑Specific)
- Not disclosed for Rosa’s impact on BRTX performance; company provided pay‑versus‑performance tables focused on executives, with net losses and TSR context.
Governance Implications for Investors
- Engagement risk from below‑threshold attendance and Nominating inactivity warrants monitoring; request improvements in attendance and governance cadence.
- Consider advocating for lead independent director and clear performance conditions for director equity to strengthen alignment.
- Dilution and option repricing authority suggest vigilance on equity plan amendments and grant practices.