Meeshanthini Dogan

About Meeshanthini Dogan

Meeshanthini V. Dogan, PhD, is the Chief Executive Officer (Principal Executive Officer) and a director of Cardio Diagnostics Holdings, Inc. (CDIO), serving as CEO and director since inception; age 37 as of August 25, 2025 . She is a co-founder of Legacy Cardio/Cardio Diagnostics and a co-inventor of the company’s Integrated Genetic-Epigenetic Engine™, with six granted patents and numerous pending; her background spans AI/ML applications in biomedical engineering, with platform presentations at AHA and ASHG and awards including Nature/Merck “One To Watch” (2020), Biotech Breakthrough “Clinical Diagnostics Solution of the Year” (2021), and Fast Company “Next Big Things in Tech” (2022) . Education: PhD in Biomedical Engineering and BSE/MS in Chemical Engineering from the University of Iowa . As CEO, she signs Sarbanes-Oxley Section 302 and 906 certifications for CDIO’s periodic filings, reflecting accountability for disclosure controls and financial reporting .

Company performance context: CDIO reported revenues of $17,065 in FY 2023 and $34,890 in FY 2024, while EBITDA was -$7,130,839 in FY 2023 and -$8,089,532 in FY 2024, and Net Income was -$8,376,834 in FY 2023 and -$8,383,453 in FY 2024. Values retrieved from S&P Global.* *

Past Roles

External Roles

Fixed Compensation

Notes:

• The company did not operate a formal annual bonus program in 2023–2024; bonuses are discretionary based on Board evaluation of individual and company objectives, and none were awarded for 2023–2024 .
• “All Other Compensation” reflects 401(k) contributions and health/dental coverage .

Performance Compensation

• Long-term incentive eligibility includes cash or equity (stock options, restricted stock, performance shares); the company states executive equity grants generally vest immediately, aligning awards to milestone achievement without multi-year vesting tails .
• Equity award grant practices: options priced at Nasdaq closing price on grant date; board/compensation committee approves grants; no timing around MNPI disclosed; NEO grants in 2024 not timed to influence value .
• Specific annual performance metric weightings (e.g., revenue, EBITDA, TSR) and payout matrices for Dogan’s incentives are not disclosed; annual bonuses were discretionary and not paid in 2023–2024 .

Option Award Detail (post 1-for-30 reverse split):

Additional program context:

• 2022 Equity Plan authorized up to 3,265,516 shares; as of June 30, 2025, 128,860 options outstanding (all vested and exercisable), and 97,647 shares remained available; weighted average exercise price $84.44 .

Equity Ownership & Alignment

Beneficial ownership as of August 25, 2025 (reflects 1-for-30 reverse split on May 12, 2025; 1,763,129 shares outstanding):

Breakdown (Meeshanthini Dogan, including Rule 13d-3 aggregation of spouse’s holdings):

• Direct ownership: 52,882 common shares .
• Options currently exercisable: 47,798 shares .
• Jointly held with spouse: 2,299 shares .
• Spouse (Timur Dogan) direct/common: 4,278; options currently exercisable: 14,516; plus 2,299 jointly-held .
• Company prohibits hedging and pledging/margin accounts for executives/directors, strengthening alignment and reducing forced-sale risk .

Beneficial ownership as of March 20, 2025 (pre-reverse split; 52,145,416 shares outstanding):

Compliance and trading policy:

• Pre-clearance and blackout restrictions apply; hedging/short sales/derivatives prohibited; pledging prohibited .
• Section 16(a) reporting: one late Form 4 filing by Dogan noted for FY 2024 among various insiders .

Employment Terms

• Term and remuneration: Five-year employment agreement; annual base salary $300,000; eligibility for discretionary annual cash bonus and participation in long-term incentive plans; automatic one-year renewal unless either party gives 60 days’ notice .
• Good Leaver clause: Upon qualifying termination, all long-term incentive awards deemed fully vested immediately before termination .
• Severance economics: If terminated by company without cause or by Dogan for good reason, severance equals 2x the sum of most recent base salary and target annual bonus, plus company-paid medical/dental/vision premiums for 24 months; 60-day notice provision applies .
• Restrictive covenants: Confidentiality, non-solicitation, non-competition, and cooperation provisions included .
• Perquisites and gross-ups: No tax gross-ups; executives receive standard benefits (medical/dental/vision, flexible spending accounts, life/AD&D); no executive perquisites provided .
• Retirement benefits: 401(k) plan participation per standard eligibility .

Board Governance & Roles

• Board service history: Dogan is a director since inception and stands for annual election (seven nominees for one-year terms expiring at 2026 annual meeting) .
• Dual-role implications: CEO and director; the Board separates the roles of CEO and Non-Executive Chairman (Warren Hosseinion), aiding oversight; there is no Lead Independent Director currently .
• Committee roles: Dogan does not serve on audit, compensation, or nominating committees; current committee membership is exclusively independent directors: Audit (Burton—Chair, Betts, Intrater), Compensation (Intrater—Chair, Burton, Fung), Nominating & Governance (Betts—Chair, Fung, Intrater) .
• Independence: Independent directors identified as Betts, Burton, Fung, Intrater under Nasdaq standards .
• Attendance: Each Board member attended at least 75% of aggregate Board and committee meetings in FY 2024; independent directors meet in executive session .
• Director compensation: Non-employee directors received a mix of cash ($25,000), RSUs ($12,500), and options ($12,500) for 2024 service; Dogan (CEO) and Philibert (CMO) received no additional pay for director service .

Compensation Structure Analysis

• Mix and changes: Dogan’s total compensation rose from $648,893 in 2023 to $1,315,656 in 2024 driven by a 3x increase in option grant value ($341,640 to $1,004,656), while base salary remained flat at $300,000; no annual cash bonuses were paid in either year .
• Risk posture: Executive equity awards generally vest immediately, increasing near-term liquidity and potentially elevating selling pressure post-grant; however, strict prohibitions on hedging/pledging mitigate misalignment and forced-sale risk .
• Governance safeguards: Clawback policy adopted Oct 2, 2023 enables recoupment of “excess compensation” over three fiscal years preceding a restatement when misconduct/fraud contributed, reinforcing pay integrity .
• Ownership guidelines: No executive/director stock ownership guideline multiples disclosed; related-party transaction policy administered by the Audit Committee for independence and arm’s-length review .

Performance & Track Record

• Strategic achievements: Under Dogan’s leadership, four products launched, funding secured (dilutive and non-dilutive), and technology leadership established in cardiovascular diagnostics; earned multiple industry awards and recognition .
• Certifications: CEO execution accountability evidenced by Sarbanes-Oxley Section 302 and 906 certifications in the company’s 10-Q filings .
• Stock performance during tenure: Not disclosed in proxy/10-K.

Investment Implications

• Alignment: Significant beneficial ownership (6.7%) post-split and strict bans on hedging/pledging support alignment; immediate vesting practices heighten potential near-term selling after awards but options require cash to exercise, tempering immediate sale dynamics .
• Incentive design: Absence of disclosed quantitative performance metrics for annual bonus and LTI awards reduces clarity on pay-for-performance ties; option-heavy awards with immediate vesting shift emphasis toward event/milestone outcomes rather than sustained multi-year targets .
• Retention vs economics: Strong severance (2x salary+target bonus plus 24 months benefits) and Good Leaver full vesting provide retention and exit economics; automatic renewals and standard non-compete/non-solicit support continuity but increase potential termination costs if performance disappoints .
• Governance quality: Separation of Chair/CEO, independent committee composition, executive sessions, and clawback policy are positives; lack of a Lead Independent Director and family relationship between CEO and CTO (spouses) warrant monitoring for independence and related-party oversight—mitigated by Audit Committee policies .
• Operating performance: Revenues increased FY 2023→FY 2024, but EBITDA and net losses persisted; stronger financial execution will be necessary to validate equity-heavy compensation and to sustain investor confidence. Values retrieved from S&P Global.* *

Appendix: Company Performance (FY)

*Values retrieved from S&P Global.