Nickolay Kukekov
BioRestorative TherapiesAbout Nickolay Kukekov, Ph.D.
Independent director at BioRestorative Therapies (BRTX), age 52, serving since March 2021; currently Chair of the Compensation Committee and a member of the Audit and Nominating Committees. He is a Senior Managing Director at Paulson Investment Company and previously held multiple healthcare investment banking roles; educational credentials include a BA in molecular, cellular and developmental biology (University of Colorado Boulder) and a Ph.D. in neuroscience (Columbia University). The board has determined he is independent under Nasdaq Listing Rule 5605(a)(2). His current Class I director term runs through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulson Investment Company, LLC | Senior Managing Director | 2020–present | Investment banking leadership; healthcare focus |
| Highline Research Advisors LLC | Founding Partner | 2012–2020 | Co-founded and led healthcare advisory practice |
| Summer Street Research Partners | Managing Director | 2010–2012 | Investment banking coverage |
| Paramount Capital | Managing Director | 2007–2009 | Investment banking coverage |
| Rodmen & Renshaw | Vice President | 2006–2007 | Investment banking coverage |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Brain Scientific, Inc. | Director | Not disclosed | Publicly traded | Board role; committees not disclosed |
| Omnia Wellness Inc. | Director | Not disclosed | Publicly traded | Board role; committees not disclosed |
Board Governance
- Committee assignments: Compensation Committee Chair; member of Audit and Nominating Committees.
- Independence: Determined independent under Nasdaq Listing Rule 5605(a)(2) (Board, Audit, Nominating, Compensation).
- Attendance and engagement: Board met 7 times in FY2024; Audit met 6; Compensation met 1; Nominating did not meet. All directors except Mr. Rosa attended at least 75% of combined Board/committee meetings; Mr. Rosa attended ~71%.
- Leadership structure: Combined CEO/Chair; no Lead Independent Director. Board believes current structure suits size/composition; governance relies on committee oversight.
Fixed Compensation (Director)
| Metric | FY 2024 |
|---|---|
| Annual retainer (cash) | $35,000 |
| Equity compensation policy (implied option value per year) | $100,000 |
| Reported option award grant-date fair value | $90,000 |
| Stock awards (RSUs/DSUs) | $0 |
| Total director compensation | $125,000 |
Performance Compensation (Equity awards and plan parameters)
| Item | Detail |
|---|---|
| Options held as of 12/31/2024 | 136,910 options to purchase common stock |
| Beneficial ownership basis | Options exercisable currently or within 60 days (see Equity Ownership section) |
| Plan allows option repricing (via reduction or cancel/regrant to FMV) | Yes; amended Dec 10, 2021, approved Nov 3, 2022 |
| Option duration (general plan rule) | Up to 10 years from grant (non-qualified); ISOs up to 10 years, 5 years for 10% holders |
| Minimum exercise price | Not less than fair market value at grant |
| Vesting/eligibility (general) | Committee discretion; employees, non-employee directors, certain consultants/advisors eligible |
| Nasdaq closing price reference | $1.47 per share on 7/31/2025 |
Note: Specific strike prices and vesting schedules for Dr. Kukekov’s director option grants were not disclosed beyond aggregate holdings and grant-date fair value.
Plan share authorization timeline (context for equity program)
| Date of Board Action | Authorized Shares Under 2021 Plan |
|---|---|
| 3/18/2021 (initial adoption) | 1,175,000 (stockholder approval 8/17/2021) |
| 12/10/2021 (subject to approval) | Increased to 2,500,000; clarified repricing authority (approved 11/3/2022) |
| 7/13/2023 (subject to approval) | Increased to 3,850,000 (approved 9/13/2023) |
| 7/23/2024 (subject to approval) | Increased to 6,850,000 (approved 9/19/2024) |
| 7/17/2025 (subject to approval) | Proposed increase to 9,850,000 (submitted for 9/18/2025 stockholder vote) |
Other Directorships & Interlocks
| Company | Relationship to BRTX | Potential Interlock/Conflict |
|---|---|---|
| Brain Scientific, Inc. | Unrelated issuer | No related transactions disclosed; shares publicly traded |
| Omnia Wellness Inc. | Unrelated issuer | No related transactions disclosed; shares publicly traded |
Expertise & Qualifications
- Deep healthcare investment banking experience spanning 15+ years; roles include Senior MD (Paulson), founding partner (Highline Research Advisors), MD (Summer Street, Paramount), VP (Rodmen & Renshaw).
- Scientific training in neuroscience (Ph.D., Columbia) and biology (BA, CU Boulder), with described strength in regenerative medicine.
- Governance roles: Compensation Committee Chair; active committee memberships (Audit, Nominating).
Equity Ownership
| As of Date | Common Shares Beneficially Owned | Basis of Ownership | % of Class |
|---|---|---|---|
| July 31, 2025 | 167,612 | Entirely options exercisable currently or within 60 days | 2.1% |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance in FY2024 | Company reports compliance for officers and directors; one late Form 4 by 10% holder Dale Broadrick (not Dr. Kukekov) |
Governance Assessment
- Committee leadership and breadth: As Compensation Committee Chair and member of Audit and Nominating, Dr. Kukekov has direct influence over pay structures, financial oversight, and board composition—positive for engagement, but concentration increases responsibility for managing conflicts and ensuring robust process.
- Independence and attendance: He is Nasdaq-defined independent, and—excluding Mr. Rosa—all directors met at least 75% attendance in FY2024, suggesting baseline engagement; however, the Compensation Committee met only once and the Nominating Committee did not meet in FY2024, which may indicate limited committee activity in a pivotal year of equity plan expansion.
- Equity alignment: Beneficial ownership of 2.1% via options suggests incentives tied to share price appreciation; alignment depends on option moneyness and vesting; no evidence of pledged shares.
- RED FLAGS:
- Option repricing authority embedded in the 2021 Stock Incentive Plan (explicitly enabling exercise price reductions or cancel/regrant), a shareholder-unfriendly feature that can dilute pay-for-performance discipline; as Compensation Chair, oversight of this mechanism warrants scrutiny.
- Material weaknesses in internal control over financial reporting persisted through FY2024 (documentation, risk assessment, completeness/accuracy, warrants accounting), elevating risk; Audit Committee (of which he is a member) bears remediation oversight.
- No Lead Independent Director while CEO also serves as Chair, which can weaken independent board leadership; mitigations rely on committee structures and independence.
- Compensation structure signals: Board increased equity plan share authorization multiple times (2021–2025), indicating a growing reliance on equity incentives; directors receive option grants valued at ~$100k implied per annum, with reported $90k grant-date fair value in 2024. Monitor for dilution and award practices relative to performance outcomes and shareholder feedback.
Overall, Dr. Kukekov brings relevant sector and scientific expertise with independent status and multi-committee participation. Key governance watchpoints include the plan’s repricing feature, limited committee meeting frequency in FY2024, ongoing ICFR weaknesses, and absence of a Lead Independent Director—factors that investors should weigh alongside equity alignment from his option-based ownership.