Lance Alstodt
BioRestorative TherapiesAbout Lance Alstodt
Lance Alstodt is BioRestorative Therapies’ Chief Executive Officer, President, and Chairman since November 2020; he previously served as EVP & Chief Strategy Officer (Oct 2018–Feb 2020). He holds a degree in Economics from SUNY Albany with a secondary concentration in Finance and Marketing and is 54 years old as of the company’s 2025 proxy . Pay-versus-performance disclosures show CEO “compensation actually paid” versus company performance, including cumulative TSR values of $63.36 (2022), $40.09 (2023), and $32.95 (2024) and net losses of $13.2M (2022), $10.4M (2023), and $9.0M (2024) . Recent results under his tenure included Q3 2025 revenue of ~$11,800 and net loss of ~$$3.0M, with cash and equivalents of ~$4.5M and no outstanding debt at quarter-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioRestorative Therapies (BRTX) | EVP & Chief Strategy Officer | Oct 2018–Feb 2020 | Corporate strategy leadership ahead of CEO transition |
| Leerink Partners | Managing Director, helped lead medical technology | 2011–2013 | Led medtech sector coverage and transactions |
| Oppenheimer & Co. | Managing Director & Head of Medical Technology | 2009–2011 | Headed medtech investment banking |
| Bank of America Merrill Lynch | Managing Director, Healthcare Group & Global M&A | 2000–2009 | Senior execution in healthcare and global M&A |
| J.P. Morgan Chase | Vice President, Global M&A | Seven years (dates not specified) | Acquisitions, LBOs, financings, sales, advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MedVest Consulting Corporation | Chief Executive Officer | Since 2013 | Advisory/capital firm focusing on healthcare industry |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (reported) | $479,167 | $539,583 |
| Bonus (reported, discretionary timing) | $475,000 (includes $250,000 for 2023 paid 2024 and $225,000 for 2022 paid 2023) | $275,000 (for 2024 services, paid 2025) |
| Stock Awards (grant-date fair value) | $0 | $0 |
| Option Awards (grant-date fair value) | $300,000 | $500,000 |
| All Other Compensation | $0 | $0 |
| Total Compensation (SCT total) | $1,254,167 | $1,314,583 |
| Employment Agreement Terms | Current Status |
|---|---|
| Agreement term | Ends March 18, 2026 |
| Current annual base salary (per agreement, after increases) | $600,000 (reflects $150,000 performance increase in Nov 2021 and $50,000 annual increases) |
| Severance | Up to 1x then-annual base salary if terminated without “cause” or for “good reason” |
| Option post-termination | Option remains exercisable until expiration if terminated without cause |
| 2022 salary deferral | Issued 12,438 RSUs in lieu of a $50,000 salary increase; monthly vest over 12 months |
Performance Compensation
| Incentive Element | Metric | Weighting | Target | Actual | Payout | Vesting Details |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; no specific metrics disclosed | N/A | N/A | N/A | $475,000 (2023); $275,000 (2024) | Paid subsequent year per footnotes |
| RSUs (2021 grant) | Time-based | N/A | N/A | N/A | Equity | 146,740 RSUs vested in 3 equal annual tranches at 1st/2nd/3rd anniversary of grant |
| Options (2021 grant) | Time-based | N/A | N/A | N/A | Equity | 293,479 options: 50% vest at grant; 12.5% on Nov 4, 2021; balance in six equal quarterly installments starting Dec 18, 2021 |
Pay versus performance reconciliation for CEO:
| Fiscal Year | SCT Total (CEO) | Compensation Actually Paid (CEO) | TSR Value of $100 Investment | Net Loss |
|---|---|---|---|---|
| 2022 | $452,364 | $151,690 | $63.36 | $(13,222,296) |
| 2023 | $1,254,167 | $754,331 | $40.09 | $(10,417,704) |
| 2024 | $1,314,583 | $1,202,070 | $32.95 | $(8,979,381) |
Equity Ownership & Alignment
| Ownership Detail (as of July 31, 2025) | Value |
|---|---|
| Shares of common stock beneficially owned | 1,304,977 |
| Approximate percent of common stock outstanding | 14.3% (based on 7,978,117 shares) |
| Options exercisable currently or within 60 days (included in above) | 1,133,105 shares |
| Directors and officers as a group (6 persons) ownership | 3,403,840 shares; 30.8% |
Outstanding equity awards detail (as of Dec 31, 2024):
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| 2021 Option (original grant) | 293,479 | - | $5.08 (reduced from $47.60 to $13.50 to $5.08) | 3/18/2031 | Vesting completed per schedule |
| 2021 Option (Nov tranche) | 42,059 | - | $5.08 | 11/4/2031 | 12.5% vest date referenced |
| 2025 Option (Feb 17, 2025) | 80,072 | 26,690 | $2.91 | 2/17/2033 | Vests in four nearly equal quarterly installments beginning Feb 17, 2025 |
| 2025 Option (Feb 13, 2025) | 219,298 | 219,298 | $1.45 | 2/13/2034 | Vests in eight nearly equal quarterly installments beginning Feb 13, 2025 |
Vesting status summary and plan context:
| Equity Type | Granted (cumulative, net of forfeitures) | Vested-to-date | RSUs Granted/Vested |
|---|---|---|---|
| Options (L. Alstodt) | 1,672,781 | 1,099,021 vested | 159,178 RSUs granted; vested |
Policies and alignment notes:
- Insider trading policy in place; posted as an exhibit to FY2024 10-K. Proxy does not disclose pledging/hedging restrictions or director/executive ownership guidelines .
- No disclosure of shares pledged as collateral for Mr. Alstodt; no hedging restrictions specifically described in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | CEO, President, Chairman since Nov 16, 2020 |
| Agreement term | Through March 18, 2026 |
| Base salary (per agreement) | $600,000; reflects $150,000 performance increase (Nov 2021) and $50,000 annual increases |
| Severance | Up to 1x base salary if terminated without cause or for good reason |
| Equity treatment on termination | Options remain exercisable until expiration if terminated without cause |
| Change-of-control | Not disclosed in proxy |
| Clawback/gross-ups | Not disclosed in proxy |
| Non-compete/non-solicit | Not disclosed in proxy |
Board Service, Committees, and Dual-Role Implications
- Board service and class: Chairman; Class III term through 2026; age 54 .
- Committee roles: Mr. Alstodt is not listed as a member of Audit, Compensation, or Nominating Committees; independent directors (Williams, Rosa, Kukekov) serve on and chair these committees as follows: Audit (Williams Chair; Rosa; Kukekov), Compensation (Kukekov Chair; Rosa; Williams), Nominating (Rosa Chair; Williams; Kukekov) .
- Independence and structure: Combined CEO+Chair; board states no Lead Independent Director; rationale cites company size and need for unified leadership .
- Board/committee meetings & attendance: Board held 7 meetings; Audit held 6; Compensation held 1; Nominating did not meet in FY2024; all directors attended ≥75% except Mr. Rosa (~71%) .
Performance & Track Record Highlights under Tenure
| Metric/Update | Detail |
|---|---|
| PvP TSR | Value of $100 investment: $63.36 (2022), $40.09 (2023), $32.95 (2024) |
| Net loss | $(13.2M) 2022; $(10.4M) 2023; $(9.0M) 2024 |
| Q3 2025 financials | Revenue ~$11.8K; net loss ~$3.0M; cash & equivalents ~$4.5M; no debt; ~$1.1M gross financing completed post quarter |
| Strategic/IP progress | Japanese Notice of Allowance on ThermoStem platform; CEO commentary on GLP-1 alternatives; partnership/licensing discussions noted (no assurances) |
| Regulatory progress | Fast Track; anticipating FDA Type B meeting regarding potential accelerated BLA pathway for BRTX-100; Phase 2 nearing completion |
| Commercial approach | Building BioCosmeceutical revenue platform via multi-channel distribution and potential DTC; acknowledged revenue lumpiness near term |
Compensation Structure Analysis
- Mix and trend: Heavy use of options; RSUs used historically (2021 grant and salary-in-lieu RSUs in 2022). Annual bonuses characterized as discretionary with no disclosed performance metrics, reducing pay-for-performance transparency .
- Option repricing: 2021 CEO option exercise price was reduced from $47.60 to $13.50 and further to $5.08, a potential governance red flag (repricing of underwater awards) .
- Equity grant cadence: Equity awards generally granted in 2nd/3rd week of February; committee asserts it did not time grants around MNPI in 2024 .
- Ownership alignment: Significant beneficial ownership (~14.3%) with large portion in-the-money options and scheduled vesting, aligning upside but potentially creating sell pressure around vest/expiration windows .
Director Compensation (context, non-employee directors)
| Name | Cash Fees | Option Awards | Total |
|---|---|---|---|
| Nickolay Kukekov | $35,000 | $90,000 | $125,000 |
| Patrick F. Williams | $35,000 | $90,000 | $125,000 |
| David Rosa | $35,000 | $90,000 | $125,000 |
Equity Ownership & Share Issuance Context (plan capacity)
| Plan Metric (as of 12/31/2024) | Value |
|---|---|
| Securities to be issued upon exercise of outstanding options | 3,263,467 |
| Weighted-average exercise price of outstanding options | $2.63 |
| Securities remaining available for future issuance | 3,266,736 |
| 2021 Plan proposed increase (subject to shareholder approval) | From 6,850,000 to 9,850,000 shares |
Risk Indicators & Red Flags
- Combined CEO/Chair without Lead Independent Director, potentially weakening independent oversight .
- Option repricing on CEO award (reduction of exercise price), a shareholder-unfriendly action that can dilute pay-for-performance alignment .
- Ongoing net losses; TSR deterioration in PvP table over 2022–2024 .
- High insider concentration: directors/officers ~30.8% ownership, which can amplify governance and liquidity dynamics .
- No explicit disclosure of clawback provisions, ownership guidelines, pledging/hedging restrictions in proxy .
Investment Implications
- Alignment: Alstodt’s sizable ownership (~14.3%) and large vested/unvested option stack create strong upside alignment, but repricing history and discretionary cash bonuses reduce pay-for-performance robustness; expect potential sell pressure around vesting/expiration windows .
- Governance: Combined CEO/Chair with no Lead Independent Director and option repricing are notable governance risks; independent committee structure partly mitigates, but oversight remains concentrated .
- Execution: Regulatory Fast Track and anticipated FDA Type B meeting for BRTX-100 represent material catalysts; near-term revenue strategy via BioCosmeceuticals is additive but likely lumpy; traders should watch FDA interactions and commercial distributor ramp .
- Liquidity and financing: Low current revenue and recurring losses imply ongoing capital needs; recent registered direct offering and warrant structure add potential future dilution; monitor insider participation and timing of financings .
- Net: Governance red flags and cash burn temper risk profile; however, clinical and IP milestones plus CEO’s stake offer asymmetric outcomes if regulatory path accelerates. Timing trades around FDA events and equity vesting schedules is likely optimal .