Robert Philibert
About Robert Philibert
Robert Philibert, MD, PhD, is Co‑Founder, Chief Medical Officer (CMO), and a director of Cardio Diagnostics (CDIO). Age 64 as of August 25, 2025, he trained in the University of Iowa MSTP, completed NIH PRAT and Staff Fellowships (1993–1998), and since late 1998 has been a Professor of Psychiatry at the University of Iowa with joint appointments in Neuroscience, Molecular Medicine, and Biomedical Engineering. He is a pioneer in epigenetics, credited with discovering epigenetic signatures for smoking and alcohol consumption, and founded Behavioral Diagnostics, LLC in 2009 to commercialize related tests. The company does not disclose TSR or explicit revenue/EBITDA growth metrics tied to his pay; CDIO did not operate an annual bonus program and paid no executive bonuses in 2023–2024, indicating limited use of short‑term performance metrics in his compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Institutes of Health | PRAT Fellow and Staff Fellow; USPHS service | 1993–1998 | Government/NIH research training; foundational work leading to epigenetics expertise . |
| University of Iowa | Professor of Psychiatry; joint appointments in Neuroscience, Molecular Medicine, Biomedical Engineering | 1998–present | Pioneering epigenetics research; >170 peer‑reviewed papers; multiple patents; credited with epigenetic signatures for smoking/alcohol . |
| Cardio Diagnostics (Legacy Cardio → CDIO) | Co‑Founder; CMO; Director | Since inception | Co‑inventor of core technologies; leadership in product and clinical strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Behavioral Diagnostics, LLC | Founder; executive leadership | 2009–present | Commercialized epigenetic tests (Smoke Signature, Alcohol Signature); ecosystem development with manufacturing partners and service providers . |
Fixed Compensation
- CDIO did not maintain an annual bonus program and paid no annual cash bonuses to executives in 2023 and 2024; executives are eligible for discretionary bonuses at Board discretion, but none were awarded in those years .
- The proxy statements do not include a specific base salary disclosure for Dr. Philibert (he was not a named executive officer in the 2023–2025 proxy tables); CEO/CFO/CTO salaries are disclosed, but not CMO .
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | Not disclosed | Not disclosed | 0 . |
| 2024 | Not disclosed | Not disclosed | 0 . |
Performance Compensation
Equity Option Awards (executive grants)
| Grant Date | Type | Shares/Options | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Jun 23, 2023 | Stock Options | 148,500 | $1.26 | Immediately exercisable at grant | Jun 23, 2033 | Discretionary; 10‑year term . |
| Jan 23, 2024 | Stock Options | 142,876 | $2.11 | Immediately exercisable at grant | Jan 23, 2034 | Discretionary; 10‑year term . |
| May 2022 (exchanged at de‑SPAC close) | Stock Options | Not broken out by individual | $3.90 (as adjusted) | Fully vested at close | May 6, 2032 | 511,843 options granted to execs/directors pre‑close; exchanged into 2022 Plan; individual breakdown not disclosed . |
- Company‑level option activity shows options outstanding were fully vested and exercisable as of Sep 30, 2025, indicating minimal unvested overhang (aggregate view) .
- CDIO used discretionary equity; the company did not disclose specific performance metrics (revenue/EBITDA/TSR) or weightings tied to Philibert’s equity awards. Annual cash bonus metrics likewise not disclosed .
Incentive Design Summary
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (executives) | Not disclosed | Not disclosed | Not applicable (no program in 2023–2024) | $0 (2023–2024) | N/A |
| Equity (options) | Discretionary | Not disclosed | Not disclosed | N/A | Immediate vesting on grant for 2023–2024 awards |
Interpretation: Immediate‑vesting options prioritize near‑term retention less than multi‑year RSU/PSU structures; they increase potential selling pressure at liquidity windows but are subject to CDIO pre‑clearance/blackouts and anti‑hedging/pledging policies .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (shares) | % of Outstanding | Components and Notes |
|---|---|---|---|
| Sep 12, 2025 | 82,979 | 4.6% | Direct: 2,523; BD Holdings, Inc.: 52,882; Behavioral Diagnostics, LLC: 471; spouse: 254; options currently exercisable: 26,849; Shares outstanding: 1,763,129 . |
Additional alignment/governance
- Pledging/Hedging: Prohibited for employees, officers, and directors; no pledging permitted; short sales, margin accounts, and hedging transactions banned .
- Vested vs unvested: 2023–2024 executive option grants to Philibert vested immediately at grant; company option roll‑up indicates all outstanding options were vested/exercisable by Sep 30, 2025 .
- Ownership guidelines: Not disclosed in filings reviewed .
- Section 16 compliance: One late Form 4 by Philibert in 2024 (company-wide late filings noted) .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Required as part of the 2022 business combination: CDIO to execute an employment agreement with Robert Philibert to serve as CMO for no fewer than five years starting from the closing date (October 2022) . |
| Severance / CoC (CMO) | Not specifically disclosed; CEO terms shown (severance and CoC multiples), but no parallel CMO detail in 2025 proxy . |
| IP/Confidentiality | Invention and Non‑Disclosure Agreement executed at Closing; Philibert listed pre‑existing epigenetic developments unrelated to current mission; rights to those developments remain solely his, and any use by CDIO would be at his discretion (no obligation to license) . |
| Clawback | Compensation recovery policy effective Oct 2, 2023; enables recoupment of excess incentive‑based compensation following a material restatement where misconduct/fraud or intentional violations contributed . |
| Securities trading | Pre‑clearance, blackout periods; prohibition on short sales, margin, pledging, and hedging . |
| D&O insurance | Company maintains D&O insurance per 10‑Q disclosure . |
Implications: The five‑year employment commitment from de‑SPAC close suggests retention focus through at least Oct 2027; however, the lack of disclosed CMO severance/CoC terms limits visibility into downside protection or acceleration features. The IP carve‑out may create future negotiation leverage for Philibert if CDIO aims to broaden into those methods .
Board Governance
- Role and tenure: Executive director since inception; re‑elected at the Oct 15, 2025 annual meeting (For: 431,160; Withheld: 33,819; Broker non‑votes: 462,547) .
- Independence: Not independent (as an executive officer). Independent directors identified separately by CDIO; majority independent board standard stated .
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating/Governance in current or prior committee composition tables; those committees are populated by independent directors .
- Board attendance: In 2023, each board member attended at least 75% of aggregate board and committee meetings during their service period .
- Board leadership: Non‑Executive Chairman is Warren Hosseinion, MD . Independent directors hold executive sessions periodically .
Dual‑role implications: As CMO and director, Philibert is an insider director; standard governance practice excludes him from key committees (Audit/Comp/NomGov) to maintain independence. No CEO/Chair dual‑role at CDIO; board leadership by a non‑executive chair mitigates some governance concentration risk .
Director Compensation
- Non‑employee director compensation (context): In 2024, independent directors received $50,000 total (cash retainer $25,000, $12,500 in RSUs, $12,500 in options), with separate small grants/settlements disclosed; not applicable to Philibert as an employee director .
- Philibert does not receive separate non‑employee director fees (he is an executive) .
Related Party and Conflicts
- UIRF license: CDIO licenses core technology from the University of Iowa Research Foundation, where inventors generally receive 25% of income; both Dogan and Philibert could benefit, creating a related‑party economic interest in licensed IP .
- Behavioral Diagnostics/BD Holdings ownership: Portions of Philibert’s beneficial ownership are through entities he owns/controls (BD Holdings, Behavioral Diagnostics), and some spousal holdings; he disclaims beneficial ownership except to his pecuniary interest where applicable .
- Policies: Audit committee reviews related‑party transactions under a formal policy; no qualifying related‑party transactions since Jan 1, 2024 outside executive/director compensation disclosures .
Equity Overhang, Vesting, and Potential Selling Pressure
- Immediate‑vesting options (2023–2024 awards) and the fact that company‑level options are fully vested by Sep 2025 increase theoretical liquidity, subject to blackout/pre‑clearance and anti‑hedging/pledging policies .
- Reverse split: CDIO effected a 1‑for‑30 reverse stock split in May 2025, which adjusted historical counts/prices (context for reconciling 2023–2024 vs 2025 share figures) .
Ownership Detail (Current Snapshot)
| Holder/Form | Shares |
|---|---|
| Direct | 2,523 |
| BD Holdings, Inc. (controlled by Philibert) | 52,882 |
| Behavioral Diagnostics, LLC (controlled by Philibert) | 471 |
| Spouse (Ingrid Philibert) | 254 |
| Options currently exercisable | 26,849 |
| Total Beneficial Ownership (Sep 12, 2025) | 82,979 (4.6% of 1,763,129 outstanding) |
Compliance and Signals
- Section 16: One late Form 4 by Philibert in 2024; other directors had late filings; company disclosed compliance status in 2024 10‑K and 2025 proxy .
- Clawback policy in place; robust anti‑hedging/pledging policy .
- D&O insurance maintained .
Investment Implications
- Pay‑for‑performance alignment: Absence of annual bonus program and immediate‑vesting option grants suggest limited explicit linkage to operational or TSR metrics; equity remains the primary at‑risk component but without multi‑year performance vesting. This reduces retention “hooks” versus RSU/PSU structures and can increase liquidity upon windows opening .
- Retention and key‑man risk: Five‑year employment commitment from de‑SPAC close underpins medium‑term retention through at least Oct 2027, but lack of disclosed CMO severance/CoC terms introduces uncertainty on downside protection and potential turnover costs in adverse scenarios .
- Ownership alignment: 4.6% beneficial stake (post‑reverse split) indicates meaningful alignment; anti‑pledging/hedging policy strengthens governance. However, immediate‑vesting options and fully vested option base could present episodic selling pressure, moderated by pre‑clearance/blackout rules .
- IP and related‑party dynamics: Philibert’s pre‑existing epigenetic developments remain his property; if CDIO expands scope, licensing from him may be required, creating negotiation leverage and potential execution risk. UIRF inventor‑share policy also creates a channel for inventor economics alongside corporate licensing .
- Governance: Insider status with no committee roles is standard; independent chair mitigates concentration risk. Re‑election support in 2025 was solid (431,160 for vs 33,819 withheld), indicating shareholder acceptance at current governance/strategy posture .
Overall: Philibert’s technical credentials and ownership align incentives, but the compensation design (immediate‑vesting options, limited disclosed performance gates) offers fewer retention and long‑term performance safeguards than typical PSU/RSU frameworks. Watch for any new equity grants’ vesting structures, Form 4 activity, and disclosures of CMO‑specific severance/CoC to refine views on alignment and potential selling pressure.
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