Donald Dickerson
Chief Financial Officer and Senior Vice-President at CREATIVE MEDICAL TECHNOLOGY HOLDINGS
Executive
Board
About Donald Dickerson
Donald Dickerson serves as Chief Financial Officer, Senior Vice President, and Director of Creative Medical Technology Holdings, Inc. (CELZ). He has held the CFO and director roles since February 2016 and previously served as a director and VP/COO of Creative Medical Health, Inc. (CMH) since June 2014; he holds an MBA in Finance from the University of Southern California (1992) and is age 60 as of the 2025 proxy . Pay-versus-performance disclosures indicate CELZ’s TSR index fell sharply post-2022 while net losses narrowed in 2023 but expanded modestly in 2024; management explicitly notes TSR and net income are not used as compensation metrics .
Pay-versus-performance snapshot (company disclosure)
| Year | TSR index (value of $100) | Net Income (Loss) ($) |
|---|---|---|
| 2022 | 17.24 | (10,144,044) |
| 2023 | 2.09 | (5,286,574) |
| 2024 | 1.05 | (5,493,481) |
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Creative Medical Technology Holdings, Inc. | CFO & SVP; Director | Feb 2016–present | Executive finance leadership and board service . |
| Creative Medical Health, Inc. (CMH) | Director; VP & COO | Since Jun 2014 | Operational and leadership roles at affiliate of CELZ’s predecessor . |
| Medistem, Inc. | CFO | Jun 2011–May 2014 | CFO experience in health sciences . |
| GMT Ventures | Director, Finance & Operations | Mar 2009–May 2014 | Finance and operations leadership . |
| JPMorgan Chase | Vice President (Finance) | Oct 2003–Feb 2009 | Corporate finance roles . |
Board Governance & Roles
- Current board: five directors; three are independent (Snow, Urdang, Finger). Dickerson is not independent due to his executive officer status; committees (Audit, Compensation, Nominating/Governance) are fully comprised of independent directors .
- Leadership: CEO also serves as Chairman; no Lead Independent Director, with the board citing company size and history as rationale. Governance structure may compress independent oversight (particularly with two executives on the board) .
- Board service history: Dickerson has been a director since February 2016; re-nominated alongside the full slate in recent proxies .
Fixed Compensation
Summary Compensation Table (Dickerson)
| Year | Base Salary ($) | Target Bonus (%) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2021 | 87,500 | 30% (employment agreement) | 127,871 | 0 | 215,371 |
| 2022 | 300,000 | 30% | 36,555 | 90,000 | 426,555 |
| 2023 | 300,000 | 30% | 0 | 167,250 | 467,250 |
| 2024 | 300,000 | 30% | 0 | 225,000 | 525,000 |
Notes:
- Employment Agreement (Feb 9, 2022): three-year term with automatic three-year renewals; target annual cash bonus 30% of base salary; annual stock option grant targeted at 30% of base salary (grant-date value), vesting over three years .
- Actual bonus paid is not separately disclosed; “All Other Compensation” aggregates non-salary items (company does not break out line-level bonus in SCT) .
Performance Compensation
Equity awards (Dickerson) – structure and vesting
| Instrument | Grant date | Shares | Exercise/Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock option | Feb 9, 2022 | 5,324 | $16.90 | 25% at grant; 25% on each of next three anniversaries | Feb 9, 2032 |
| Warrant | Jul 15, 2021 | 1,000 | $150.00 | Fully vested upon issuance | Jul 15, 2031 |
| Warrant | Dec 28, 2020 | 2,000 | $20.00 | Fully vested upon issuance | Dec 28, 2030 |
Vesting schedule detail for 2022 option (5,324 shares):
- 1,331 at grant (Feb 9, 2022), 1,331 on Feb 9, 2023, 1,331 on Feb 9, 2024, 1,331 on Feb 9, 2025 (per 25%/year terms) .
- As of Dec 31, 2024: 3,993 options exercisable; 1,331 unexercisable (vests Feb 9, 2025) .
Company policy and pay-for-performance:
- Company states it does not use net income or shareholder return as performance measures in executive compensation programs (biotech development stage) .
Equity Ownership & Alignment
Beneficial ownership and exercisable equity
| As of date | Beneficially owned shares | Ownership % | Footnote breakdown |
|---|---|---|---|
| Dec 31, 2022 (proxy 11/3/2023) | 5,664 | <1% | Includes 3,000 warrants (exercisable) and 2,662 options (exercisable) . |
| Dec 31, 2023 (proxy 6/5/2024) | 7,010 | <1% | Includes 3,000 warrants (exercisable) and 3,993 options (exercisable) . |
| Mar 6, 2025 (proxy 3/17/2025) | 7,010 | <1% | Includes 3,000 warrants (exercisable) and 3,993 options (exercisable) . |
| Oct 29, 2025 (proxy 11/13/2025) | 8,341 | <1% | Includes 3,000 warrants (exercisable) and 5,324 options (exercisable) . |
Additional ownership/equity plan context:
- Equity plan tables confirm Dickerson’s 2022 option (5,324 sh @ $16.90) and legacy warrants, and report overall equity overhang under approved and non-approved plans .
- No disclosures of share pledging or hedging by Dickerson identified in the reviewed proxies; company maintains a Code of Business Conduct and Ethics and insider trading policy .
Insider selling pressure indicators:
- Near-term option vesting of 1,331 shares occurred on Feb 9, 2025 (from 2024 year-end balance), a potential incremental source of supply post-vesting .
- Company reported no Section 16(a) filing delinquencies for 2024, indicating timely insider reporting (does not address trading directionality) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Feb 9, 2022 |
| Base salary | $300,000 per annum |
| Term and renewal | Three-year term; auto-renew for successive three-year periods unless notice of non-renewal |
| Target bonus | 30% of base salary (annual cash) |
| Annual equity | Options with grant-date value equal to 30% of base salary; vest over three years |
| Severance | If terminated without Cause or for Good Reason: continued payment of base salary and annual bonuses for two years |
| Change-of-control | Employment agreement disclosures do not specify CoC severance enhancements; legacy 2016 equity plan provided single-trigger acceleration of options/RSUs on CoC, but applicability to 2021 plan grants is not specified in proxies . |
Director Compensation (context; Dickerson is an employee-director)
- Non-employee directors receive an $80,000 annual retainer plus $20,000 per committee chaired; amounts may be paid in cash and/or stock .
- The director compensation table covers non-employee directors only; employee directors (e.g., Dickerson) are not included in those retainers .
Compensation Structure Analysis
- Mix and trends: For 2023–2024, Dickerson’s reported compensation was weighted toward cash (base plus “All Other Compensation”), with no new option grant value recognized in SCT beyond 2022; option/warrant overhang remains from prior grants .
- Metric design: Company explicitly does not use net income or TSR as performance measures; the program relies on fixed target bonus percentages and time-vested options rather than goal-based PSUs, weakening pay-for-performance linkage .
- Equity risk: Outstanding instruments are options/warrants with fixed strikes ($16.90, $20.00, $150.00); no unvested stock awards as of 12/31/2024; final tranche of 2022 options vested 2/9/2025, modestly increasing exercisable overhang .
Risk Indicators & Red Flags (as disclosed)
- Board independence/leadership: CEO also chairs the Board and no Lead Independent Director; two insiders (CEO, CFO) on a five-member board reduce the proportion of independent voices .
- Section 16 compliance: No filing delinquencies reported for 2024 (neutral) .
- Related parties: Proxies include a section on “Certain Relationships and Related Party Transactions,” but no Dickerson-specific related party transactions are highlighted in the excerpts reviewed .
Investment Implications
- Alignment: Dickerson’s beneficial ownership is <1% across recent periods and consists largely of in-the-money-conditional instruments (exercisable options and warrants), indicating modest “skin-in-the-game” relative to float; stock ownership guidelines for executives are not disclosed .
- Incentive calibration: With target bonuses set as a fixed % of salary and the company not using TSR or net income metrics, incentive payouts may be more discretionary and less tethered to shareholder outcomes, which can dilute pay-for-performance alignment in down-TSR years .
- Retention and dilution: Two-year severance (salary+bonus) is a meaningful retention backstop; equity overhang persists via legacy options/warrants, with a small 2025 vesting event (1,331 options) adding potential incremental supply post-vesting .
- Governance: Combined CEO/Chair and no Lead Independent Director, plus an insider CFO as director, creates oversight concentration; however, all key committees are fully independent, partly mitigating governance concerns .
Appendix: Outstanding Equity Awards (as of period-end)
| As-of date | Exercisable options (#) | Unexercisable options (#) | Option strike | Option expiry | Exercisable warrants (#) | Warrant strikes | Warrant expiries |
|---|---|---|---|---|---|---|---|
| Dec 31, 2022 | 2,662 | 2,662 | $16.90 | Feb 9, 2032 | 3,000 | $150; $20 | Jul 15, 2031; Dec 28, 2030 |
| Dec 31, 2023 | 2,662 | 2,662 | $16.90 | Feb 9, 2032 | 3,000 | $150; $20 | Jul 15, 2031; Dec 28, 2030 |
| Dec 31, 2024 | 3,993 | 1,331 | $16.90 | Feb 9, 2032 | 3,000 | $150; $20 | Jul 15, 2031; Dec 28, 2030 |
Endnotes:
- Employment agreements (2/9/2022) govern CFO base, bonus target, equity grant policy, term/renewal, and severance; they do not specify CoC enhancements beyond severance terms. Legacy 2016 plan language included single-trigger acceleration at CoC; proxies do not clarify if 2021 plan maintains similar terms for 2022 grants .
- Non-employee director pay policy (retainer and chair fees) is included for governance context; Dickerson, as an employee-director, is not in the non-employee director table .