Robert Kristal
BioRestorative TherapiesAbout Robert Kristal
Robert E. Kristal has served as BioRestorative Therapies’ Chief Financial Officer (principal financial officer) since November 4, 2021, signing Section 302/906 certifications and serving as the company’s reporting CFO on SEC filings . His employment agreement provides a base salary (originally $175,000), discretionary annual bonus eligibility up to 30% of salary, and standard benefits, with a one-year initial term and at-will termination provisions . Company performance during his tenure has included negative net income with total stockholder return (TSR) declines as disclosed in Pay vs. Performance (PvP) tables (e.g., 2022–2024 net losses; TSR value of an initial $100 investment decreased over the period) . Kristal holds significant option-based equity with multi-year vesting and change-in-control (CIC) acceleration under his ISO agreements, and he beneficially owns 4.4% of common stock as of July 31, 2025 (largely options that are exercisable within 60 days) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| BioRestorative Therapies (BRTX) | Chief Financial Officer (Principal Financial Officer) | 2021–present | CFO since 11/4/2021; signatory to Section 302 and 906 certifications on Form 10‑K |
Fixed Compensation
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary | $29,166 | $175,000 | $240,624 | $293,752 |
| Target Bonus % | Up to 30% of salary | Up to 30% of salary | Up to 30% of salary | Up to 30% of salary |
| Actual Cash Bonus Paid | $0 | $0 | $127,500 (discretionary incl. prior-year consideration) | $90,000 (discretionary) |
| Stock Awards (Grant‑date FV) | $0 | $0 | $0 | $0 |
| Option Awards (Grant‑date FV) | $53,217 | $0 | $250,000 | $300,000 |
| All Other Compensation | $0 | $0 | $0 | $0 |
| Total Reported Compensation | $82,383 | $175,000 | $618,124 | $683,752 |
Performance Compensation
- Annual bonus framework: Eligible for up to 30% of salary, at Board discretion, considering individual and company performance; recent bonuses were discretionary cash awards .
| Year | Incentive Type | Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Annual Cash Bonus | Discretionary (company and individual) | Discretionary | Up to 30% of salary | $127,500 | Immediate (cash) |
| 2024 | Annual Cash Bonus | Discretionary (company and individual) | Discretionary | Up to 30% of salary | $90,000 | Immediate (cash) |
Equity Ownership & Alignment
- Beneficial ownership and options exercisable within 60 days:
| As-of Date | Total Beneficial Ownership (shares) | % of Common | Options Exercisable within 60 days |
|---|---|---|---|
| Aug 1, 2024 | 211,228 | 3.0% | 203,234 |
| Jul 31, 2025 | 366,059 | 4.4% | 358,065 |
- Outstanding equity awards (as of fiscal year-end):
| As of | Grant | Exercise Price | Exercisable | Unexercisable | Expiration |
|---|---|---|---|---|---|
| Dec 31, 2023 | Option (11/4/2021) | $5.08 | 10,490 | — | 11/4/2031 |
| Dec 31, 2023 | ISO (2/17/2023) | $2.91 | 44,484 | 44,484 | 2/17/2033 |
| Dec 31, 2024 | Option (11/4/2021) | $5.08 | 10,490 | — | 11/4/2031 |
| Dec 31, 2024 | ISO (2/17/2023) | $2.91 | 66,726 | 22,242 | 2/17/2033 |
| Dec 31, 2024 | ISO (2/13/2024) | $1.45 | 131,579 | 131,579 | 2/13/2034 |
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, and holding Company securities in margin accounts; pre‑clearance and 10b5‑1 plan cooling-off rules apply .
Option and RSU Grants (Vesting and CIC Terms)
| Grant Date | Instrument | Shares | Exercise Price | Expiration | Vesting Schedule | CIC Treatment |
|---|---|---|---|---|---|---|
| Nov 4, 2021 | Option | 10,490 | $13.50 initial; shown at $5.08 in later tables | Nov 4, 2031 | As granted under plan (fully vested by 2024 tables) | ISO agreements provide 100% acceleration upon Change in Control |
| Feb 17, 2023 | Incentive Stock Option | 88,968 | $2.91 | Feb 17, 2033 | Vests in eight nearly equal quarterly installments beginning Feb 17, 2024 | 100% acceleration upon CIC; cash‑out possible per ISO form |
| Feb 13, 2024 | Incentive Stock Option | 263,158 | $1.45 | Feb 13, 2034 | Vests in eight nearly equal quarterly installments beginning Feb 13, 2025 | 100% acceleration upon CIC; cash‑out possible per ISO form |
| Feb 14, 2025 | Incentive Stock Option | 166,492 | $2.46 | Feb 14, 2035 | As per ISO agreement (company standard schedule) | 100% acceleration upon CIC; cash‑out possible per ISO form |
Employment Terms
| Term | Detail |
|---|---|
| Effective date and term | Agreement dated Nov 4, 2021; initial one‑year term; at‑will termination per Section 5 |
| Position and location | Chief Financial Officer; primary work location Dallas, TX |
| Base salary | $175,000 per annum at hire (subject to changes thereafter) |
| Annual bonus opportunity | Eligible up to 30% of salary; discretionary based on performance and Board approval |
| Severance (Without Cause/Good Reason) | Lump sum Accrued Obligations; plus Cash Severance equal to the lesser of remaining term salary or 25% of then‑current salary, paid over up to 3 months, contingent on release |
| Change-in-control | “Change in Control” constitutes Good Reason; resignation for Good Reason triggers severance terms above |
| COBRA | Available at executive’s sole expense |
| Restrictive covenants | 1‑year non‑compete, non‑solicitation, and related covenants post‑termination |
| Clawback/forfeiture | Cash Severance payments cease and may be reimbursable upon breach of agreement; general release required |
| Governing law | New York |
Performance & Track Record (Company-level during tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PvP: Value of $100 investment (TSR) | $63.36 | $40.09 | $32.95 |
| Net Loss | $(13,222,296) | $(10,417,704) | $(8,979,381) |
Compensation Structure Analysis
- Mix and trajectory: Reported option grant value rose from $250,000 (2023) to $300,000 (2024), while discretionary cash bonus decreased from $127,500 (2023) to $90,000 (2024); salary increased to $293,752 in 2024 .
- Discretionary orientation: Bonuses have been discretionary rather than formulaic, despite a formal “up to 30% of salary” bonus opportunity in the employment agreement .
- Equity design/plan governance: The 2021 Plan (as amended) expressly permits option repricing/regrant at reduced exercise prices, a shareholder‑unfriendly feature that can inflate equity award value despite stock underperformance .
Governance, Hedging/Pledging, and Insider Activity Controls
- Insider trading policy imposes pre‑clearance for reporting insiders, prohibits short sales/derivatives, restricts 10b5‑1 plans with cooling‑off periods, and bars margin accounts (reducing pledging/margin risk) .
- Section 16 compliance: Company disclosed officer/director Section 16 compliance in 2024; exceptions noted for certain shareholders in specific years (not identifying Kristal) .
Investment Implications
- Alignment: Kristal’s sizable, time‑vested ISO awards with CIC acceleration align him to long‑term equity value creation; ownership at 4.4% (mostly options) indicates material equity exposure but also potential future selling pressure as tranches vest .
- Pay for performance: Despite negative TSR and ongoing net losses in 2022–2024, equity grant values increased in 2024 and bonuses remained discretionary, suggesting limited direct linkage to objective financial metrics .
- Governance risk: The plan’s option‑repricing authority and disclosed material weaknesses in internal control over financial reporting (ICFR) are notable flags for investors monitoring compensation quality and financial reporting robustness .
- Retention: Contract severance is modest (capped at 25% of salary or remaining term) but equity with CIC acceleration provides a retention anchor; restrictive covenants reduce post‑exit competitive risk .