Timur Dogan
About Timur Dogan
Timur Dogan, Ph.D., is Chief Technology Officer of Cardio Diagnostics (since May 2022). He holds joint B.S.E./M.S. and a Ph.D. in Mechanical Engineering from the University of Iowa, where his research focused on complex fluid flows and machine learning models on high‑performance computing; he is a co‑inventor of several patent‑pending cardiovascular and diabetes technologies and was instrumental in developing the company’s Integrated Genetic‑Epigenetic Engine . As of August 25, 2025, he is 37 years old .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardio Diagnostics (Legacy Cardio) | Senior Data Scientist | Aug 2019–May 2022 | Co‑inventor; developed/advanced the Integrated Genetic‑Epigenetic Engine that underpins CDIO’s solutions . |
| Cardio Diagnostics Holdings, Inc. | Chief Technology Officer | May 2022–Present | Leads technology/ML development of core platform; co‑inventor on multiple patent‑pending technologies . |
External Roles
No external public company directorships or outside roles disclosed for Timur Dogan in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 250,000 | 250,000 |
| Target Bonus (%) | — (Eligible at Board discretion; not disclosed) | — (Eligible at Board discretion; not disclosed) |
| Actual Bonus Paid ($) | 0 | 0 |
| All Other Compensation ($) | 0 | 9,167 |
| Total Compensation ($) | 446,702 | 761,495 |
Notes:
- Company does not currently maintain an annual bonus program; no bonuses were awarded in 2023 or 2024 .
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Board‑discretionary based on specific/measurable individual and company objectives; program not active | — | — | $0 in 2023 and 2024 | N/A |
| Stock Options (LTI) | Discretionary option grants under 2022 Equity Plan; NEO awards generally vest immediately | — | — | Grant‑date fair value: $196,702 (2023); $502,328 (2024) | Generally immediate for NEO grants |
Additional equity grant context (company‑wide/directors):
- Management/employee 2024 grants: 39,594 options at $63.30; 38,894 vested immediately; 700 options vested 50% on 6/30/2024 and 100% on 12/31/2024 .
- Director options in 2024 vested immediately at grant; exercise prices ranged from $6.60–$27.60 depending on quarter .
Equity Ownership & Alignment
| Ownership Detail (as of Aug 25, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (SEC definition, includes spousal aggregation) | 121,773 shares; 6.7% of outstanding |
| Direct Common Shares | 4,278 |
| Options Currently Exercisable | 14,516 |
| Jointly Owned Shares (with spouse) | 2,299 |
Notes:
- Under SEC rules, Timur Dogan’s reported beneficial ownership includes his spouse’s holdings (CEO Meeshanthini V. Dogan) and jointly owned shares; both spouses’ lines in the table cross‑reference the other’s positions .
- Hedging/pledging banned: Company prohibits hedging, short sales, margin accounts, and pledging of company stock, which limits misalignment and forced‑sale risks .
Outstanding option detail (Timur Dogan; as of Dec 31, 2024):
| Tranche | Status | Shares | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2024 Grant | Exercisable | 7,938 | 63.30 | 01/23/2034 |
| 2023 Grant | Exercisable | 5,225 | 37.80 | 06/23/2033 (company option schedule) |
| Earlier Grant | Exercisable | 1,353 | 117.00 | — (date not legible in table) |
Plan‑level context:
- Weighted average exercise price of outstanding options across the plan: $84.44; 128,860 outstanding options; 97,647 shares available for future issuance (all post 1‑for‑30 reverse split) .
Insider transactions (trading signal):
| Trade Date | Filing Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|---|
| 2024‑09‑06 | 2024‑10‑09 | Open‑market Purchase | 68,965 | $0.29 | $20,000 |
- Aggregators corroborate this purchase (OpenInsider and others) .
- Company noted one late Form 4 filing for Timur Dogan in 2024 (administrative timeliness) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Five‑year employment agreement (effective at Business Combination closing), auto‑renews annually unless 60‑days’ advance notice . |
| Base Salary (per agreement) | $250,000 . |
| Annual Bonus Eligibility | Eligible at Board discretion based on specific/measurable individual and company objectives; no bonuses awarded in 2023–2024 . |
| Long‑Term Incentive Eligibility | Options/RSUs/PSUs under 2022 Equity Plan; awards may include options, restricted stock, performance shares . |
| Severance | If terminated without cause or resigns for good reason: 1x (most recent base salary + target annual bonus) plus 12 months company‑paid COBRA premiums (if COBRA elected) . |
| Good Leaver Treatment | If deemed a “Good Leaver,” terms of any LTI award deemed satisfied immediately prior to termination; all awards deemed fully vested . |
| Other Provisions | Customary confidentiality, non‑solicitation, non‑competition, cooperation . |
| Notice | Company may terminate without cause with 60‑days’ written notice; executive may terminate for any reason . |
| Clawback | Compensation recovery policy adopted Oct 2, 2023; Board may recoup “excess compensation” upon restatement if executive contributed via intentional misconduct/violation or fraud; covers 3 preceding fiscal years’ incentive‑based compensation . |
| Hedging/Pledging | Prohibited (puts, calls, swaps, derivatives, short sales, margin, pledging) . |
| Perquisites | None; standard benefits and 401(k) plan; company contributions included in “All Other Compensation” . |
Investment Implications
- Pay mix and alignment: 2024 compensation was heavily equity‑linked (options fair value $502k vs $250k salary), aligning upside with shareholders but with weighted average exercise prices far above recent trading ranges, implying limited near‑term saleable in‑the‑money value and reduced immediate selling pressure from options .
- Ownership and skin‑in‑the‑game: Reported beneficial ownership of 6.7% (SEC aggregation with spouse) indicates meaningful exposure; open‑market purchase on 2024‑09‑06 is a positive signal for alignment and confidence .
- Retention and acceleration risk: Standard 1x severance and 12 months COBRA support retention; however, “Good Leaver” full vesting accelerates equity upon certain departures, which could enrich exit economics and modestly elevate turnover risk if triggered .
- Governance safeguards: Clawback policy and prohibitions on hedging/pledging mitigate risk of misalignment or levered positions affecting trading behavior .
- Pay‑for‑performance program maturity: No active annual bonus program and immediate‑vesting option practices suggest a developing incentive framework; the absence of disclosed, quantifiable performance metrics (e.g., revenue growth/TSR‑based PSUs) limits classical pay‑for‑performance linkage transparency at this time .