Danilo D'Alessandro

About Danilo D'Alessandro

Danilo D’Alessandro is the Chief Financial Officer of ClearPoint Neuro (CLPT); he joined as VP Finance in September 2020 and was appointed CFO on January 1, 2021. He is 40 (2025 proxy), holds an MSc in Accounting & Finance (University of Bath) and an undergraduate degree in Institutions and Financial Markets Management (Università Bocconi), and previously served as Global Head of Finance for Philips’ Image Guided Therapy Devices Division and in Philips Corporate M&A focused on Healthcare. 2024 company performance drove an above-target bonus: revenue grew 31% YoY and operational cash burn fell 35% YoY; 2024 revenue was $31.4M, supporting the committee’s payout decisions.

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash bonus: Committee tied 2024 payouts to surpassing performance goals (revenue growth and strategic initiatives), approving $250,000 for D’Alessandro against a $176,597 target. Bonuses are earned for the fiscal year and paid in the first quarter of the following year.

• Equity awards (time-vested RSUs; no PSUs disclosed):
  • March 11, 2024: 8,291 RSUs; vests 50% on March 11, 2025 and 50% on March 11, 2026; grant-date price reference $6.03.
  • May 20, 2024: 81,566 RSUs; vests 20% on March 12, 2025; 40% on March 12, 2026; 40% on March 12, 2027; grant-date price reference $6.13.
  • March 3, 2025: 51,660 RSUs (grant value $700,000 at $13.55); vests 20% on Mar 3, 2026; 40% on Mar 3, 2027; 40% on Mar 3, 2028.

• Stock options (time-vested; exercisability and terms as of Dec 31, 2024):

Equity Ownership & Alignment

• Beneficial ownership (as of March 24, 2025): 176,238 shares; includes 9,360 restricted shares with voting power and 105,492 options exercisable; represents less than 1% of shares outstanding (27,979,560).
• Outstanding unvested equity (as of Dec 31, 2024): 37,530 RSUs (vesting 20%/40%/40% on Mar 6, 2024/2025/2026), 8,291 RSUs (vesting Mar 11, 2025/2026), 81,566 RSUs (vesting Mar 12, 2025/2026/2027).
• Pledging/hedging: The proxy’s beneficial ownership section does not indicate any shares pledged by Mr. D’Alessandro.

Employment Terms

• Role, base and bonus: Employment agreement provides CFO role, annual base salary not less than $285,000 (and not reduced >10% YoY), target annual bonus opportunity 35% of salary (increased to 50% for 2024), with payouts based on Compensation Committee performance goals.
• Term and renewal: Original term three years; auto-renews each September 29 unless non-renewal notice is given at least 90 days in advance.
• Severance (non‑CoC): If terminated without cause, for good reason, or non-renewal by the Company, cash equal to 1x current base salary + average bonus for prior two years + $18,000; equity acceleration: pre‑Mar 3, 2023 awards fully vest; post‑Mar 3, 2023 awards scheduled to vest within 12 months accelerate; options exercisable up to 1–3 years depending on grant timing.
• Change of Control (double trigger): Upon CoC, all unvested equity fully vests; if terminated without cause or for good reason within 2 months prior to or 12 months post‑CoC, lump sum of 2x base salary + 2x average of two highest bonuses in prior three years + $18,000; options exercisable up to three years post‑termination.
• Restrictive covenants: Confidentiality and non-compete during employment and one year post-termination (subject to California unenforceability), plus non-solicitation during employment and for a period post-termination.

Compensation Mix (Multi-Year)

Vesting Calendar and Potential Selling Pressure

• Near-term vesting milestones that can increase float/selling capacity:
  • RSUs: 40% of 37,530 on Mar 6, 2025; 50% of 8,291 on Mar 11, 2025; 20% of 81,566 on Mar 12, 2025 (occurred), and forthcoming 40%/40% tranches in 2026 and 2027.
  • RSUs: 20% of 51,660 on Mar 3, 2026; 40%/40% in 2027 and 2028.
• Options remain largely out-year expirations (2030–2033), with a portion already exercisable.

Performance & Track Record Indicators

• 2024 performance underpinning pay: revenue +31% YoY and 35% reduction in operational cash burn; committee cited these achievements and strategic financing steps (follow-on equity and ATM facility) in approving above-target bonuses. 2024 revenue was $31.4M.

Investment Implications

• Pay-for-performance alignment: Cash bonus scaled up with clear operational outperformance (31% revenue growth, lower cash burn); equity compensation is predominantly time-vested RSUs, which align retention but lack explicit performance-vesting levers (no PSUs disclosed).
• Retention risk: Moderate. Contract provides meaningful severance and CoC protections (1x salary+avg bonus non‑CoC; 2x salary + 2x highest‑bonus average double-trigger CoC), plus partial/complete acceleration—supportive of retention but introduces CoC windfall exposure.
• Insider selling pressure: Multiple annual RSU vesting dates (March cycles in 2026–2028) create periodic liquidity events; monitoring Form 4s around these dates is prudent. Option maturities are distant, limiting near-term exercise-driven sales.
• Alignment and ownership: Beneficial ownership is <1% but includes significant vested options and a pipeline of unvested RSUs; no pledging indicated in the proxy.
• Execution risk: Equity is time‑vested and bonuses are tied to committee-set goals; absence of disclosed quantitative bonus weighting/metrics limits external assessment of hurdle rigor.