Elisa Luqman
About Elisa Luqman
Elisa Luqman, JD, MBA, is Chief Financial Officer of Cardio Diagnostics Holdings, Inc. (CDIO); she has served on a part-time basis since March 2021 and is 61 years old . She holds BA, JD (Law), and MBA (Finance) degrees from Hofstra University and is a member of the New York and New Jersey bars . During her tenure, CDIO’s reported revenues were $34,890 in FY2024 and $17,065 in FY2023, while EBITDA and net income remained negative; cash from operations was also negative (see Performance table) [GetFinancials]*. As CFO, she signed SOX 302/906 certifications and 10-Q/8-K signatures in 2025, evidencing principal financial officer responsibilities .
| Company Performance Snapshot | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $950* | $17,065 [GetFinancials] | $34,890 [GetFinancials] |
| EBITDA (USD) | -$4,532,451* | -$7,130,839* | -$8,089,532* |
| Net Income (USD) | -$4,660,985* | -$8,376,834* | -$8,383,453* |
| Cash from Operations (USD) | -$5,090,968* | -$5,672,175* | -$4,993,104* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clinigence Holdings, Inc. | CFO, EVP Finance & General Counsel; Director (2019–2021) | 2019–2022 | Led SEC filings and compliance; integral to NASDAQ listing and reverse merger with Nutex . |
| Digi‑Data Corporation | COO, Vault Services Division; later General Counsel | 2006–2009+ | Managed operations and later all corporate legal functions (M&A, IP, contracts) . |
| iGambit Inc. (IGMB) | CFO & General Counsel | 2009–2019 | Oversaw SEC/FINRA filings and public company compliance to reverse merger with Clinigence (2019) . |
| bigVault Storage Technologies | Co‑founder | Pre‑2006 | Cloud file‑hosting company acquired by Digi‑Data (Feb 2006) . |
External Roles
| Organization | Role | Years | Scope / Notes |
|---|---|---|---|
| Nutex Health, Inc. (Nasdaq: NUTX) | Chief Legal Officer (SEC) | Since Apr 2022 | Oversees SEC filings and compliance for a physician‑led healthcare services company . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $275,000 | $275,000 |
| Target Bonus % | Eligible; not disclosed | Eligible; not disclosed |
| Actual Bonus Paid | $0 | $0 |
| Perquisites | None reported beyond standard benefits; CFO “All Other Compensation” $0 | None reported beyond standard benefits; CFO “All Other Compensation” $0 |
Company states it does not currently maintain an annual bonus program; Board had discretion to award bonuses tied to specific and measurable individual and company performance objectives, but none were awarded in 2023 or 2024 .
Performance Compensation
| Incentive Type | Year | Metric(s) | Weighting | Target | Actual/Payout | Vesting / Terms |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | 2023–2024 | Individual and company objectives (Board discretion) | Not disclosed | Not disclosed | $0 paid both years | N/A |
| Stock Options (fair value) | 2023 | N/A (discretionary option grant) | N/A | N/A | $72,469 grant date fair value | Generally immediate vesting for executive awards; options priced at grant date close . |
| Stock Options (fair value) | 2024 | N/A (discretionary option grant) | N/A | N/A | $75,349 grant date fair value | Generally immediate vesting for executive awards; options priced at grant date close . |
Outstanding equity awards (12/31/2024; adjusted for 1‑for‑30 reverse split) show all options as exercisable for Luqman: 1,191 @ $63.30 (exp. 1/23/2034), 5,712 @ $37.80 (exp. 6/23/2033), 1,925 @ $117.00 (exp. 5/6/2032) . Company disclosure states executive grants generally vest immediately, aligning with these fully exercisable awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 10,759 shares (includes options exercisable within 60 days) . |
| Ownership % of Outstanding | Less than 1% (“*”) . |
| Composition | Includes 8,828 currently exercisable options; balance common shares . |
| Vested vs. Unvested | Options shown as fully exercisable (vested) at 12/31/2024 . |
| Pledging/Hedging | Company policy prohibits hedging, short sales, margin accounts, and pledging; pre‑clearance and blackout periods apply . |
| Ownership Guidelines | Not disclosed in proxy . |
| Insider Reporting | Proxy notes one late Form 4 filing by Luqman in FY2024 (reporting one transaction) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Role/Start | CFO on a part‑time basis since March 2021 . |
| Agreement | Five‑year employment agreement (effective at Business Combination closing), auto‑renews for 1‑year terms unless 60‑days’ notice is given . |
| Cash Comp | Base salary $275,000; eligible for annual cash bonus based on individual and company objectives at Board discretion . |
| LTI & Good Leaver | Eligible for long‑term incentives (cash or equity). If Luqman leaves as a “Good Leaver,” all long‑term incentive awards are deemed fully vested immediately prior to termination . |
| Severance | If terminated without cause or resigns for good reason: lump sum equal to 1x most recent base salary + target annual bonus; plus cash equal to Company’s group medical/dental/vision premiums for 12 months if COBRA elected . |
| Non‑Compete/Non‑Solicit | Customary confidentiality, non‑competition, non‑solicitation, and cooperation obligations . |
| Clawback | Compensation recovery policy (effective Oct 2, 2023) recoups “excess compensation” for 3 years if a restatement occurs and exec contributed via intentional misconduct or fraud . |
| Hedging/Pledging | Prohibited: hedging, short selling, margin accounts, and pledging of Company stock . |
| Say‑on‑Pay | As an Emerging Growth Company, CDIO is exempt from holding advisory votes on executive compensation . |
| Related Party Transactions | Company reports none over threshold since Jan 1, 2024 involving officers/directors (outside of compensation) . |
Investment Implications
- Pay‑for‑performance alignment: Cash at‑risk pay is limited (no annual bonuses paid in 2023–2024), while CFO equity is predominantly stock options that generally vest immediately, reducing multi‑year performance linkage and potentially weakening retention incentives versus RSUs/PSUs with performance conditions .
- Retention and separation economics: “Good Leaver” acceleration plus severance (1x salary + target bonus, 12 months COBRA) provides meaningful downside protection, which may mitigate retention risk but also softens performance accountability in adverse scenarios .
- Ownership alignment: Beneficial ownership is modest (<1%), with 8,828 options fully exercisable; policy‑level bans on pledging and hedging are shareholder‑friendly and reduce misalignment risks .
- Governance and disclosure: EGC status (no say‑on‑pay requirement) limits shareholder feedback mechanisms; one late Form 4 was reported for Luqman in FY2024, but the company disclosed no related‑party transactions involving her over reporting thresholds .
Supporting Data
CFO Compensation Summary (Disclosed)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $275,000 | $275,000 |
| Bonus (USD) | $0 | $0 |
| Option Awards – Grant Date Fair Value (USD) | $72,469 | $75,349 |
Outstanding Options – Elisa Luqman (as of 12/31/2024; post 1‑for‑30 reverse split)
| Quantity | Exercise Price | Expiration | Vesting Status |
|---|---|---|---|
| 1,191 | $63.30 | 1/23/2034 | Exercisable |
| 5,712 | $37.80 | 6/23/2033 | Exercisable |
| 1,925 | $117.00 | 5/6/2032 | Exercisable |
Beneficial Ownership – Elisa Luqman
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 10,759 |
| % Outstanding | <1% |
| Options Included | 8,828 currently exercisable |
Company Performance During Tenure (for context)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $950* | $17,065 [GetFinancials] | $34,890 [GetFinancials] |
| EBITDA | -$4,532,451* | -$7,130,839* | -$8,089,532* |
| Net Income | -$4,660,985* | -$8,376,834* | -$8,383,453* |
| Cash from Operations | -$5,090,968* | -$5,672,175* | -$4,993,104* |
*Values retrieved from S&P Global.
Notes and Policies:
- Clawback applies upon restatement and intentional misconduct/fraud contributions; 3‑year lookback for recouping “excess compensation” .
- Securities Trading Policy prohibits hedging/pledging, short sales, margin, and requires pre‑clearance/blackout restrictions, enhancing alignment and compliance .
- EGC status provides exemptions including no advisory say‑on‑pay vote .