Christopher S. Downs
About Christopher S. Downs
Christopher S. Downs, CPA, is Chief Financial Officer of CNS Pharmaceuticals and has served in this role since the company’s IPO closed in November 2019. He is 47 years old. Downs is a graduate of the United States Military Academy at West Point (B.S.), holds an MBA from Columbia Business School and an M.S. in Accounting from the University of Houston–Clear Lake, and is a licensed CPA in Utah and Texas . Company pay-versus-performance data show volatile shareholder returns and persistent losses over 2022–2024, contextualizing pay decisions during his tenure (TSR value of initial $100 investment: $11.40 in 2022, $52.92 in 2023, $0.19 in 2024; Net Loss: $(15.3)mm in 2022, $(18.9)mm in 2023, $(14.9)mm in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innovative Aftermarket Systems, L.P. | VP Finance & Treasurer | Mar 2018–Sep 2019 | Finance and treasury leadership for F&I provider |
| InfuSystem Holdings, Inc. | Director of Finance; VP & Treasurer; EVP & Interim CFO; EVP, Interim CFO, Office of the President | Jun 2011–Mar 2018 | Progressive finance leadership (including interim CFO) at infusion services provider |
| Citigroup and other firms | Investment Banking | ~10 years (prior to InfuSystem) | Capital markets and advisory background |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EBET, Inc. | Director | Mar 2021–Jul 2024 | Board oversight for esports/competitive gaming platform |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $340,000 |
| Target Bonus (%) | — | 40% of base salary |
| Actual Bonus Paid ($) | $42,160 | $134,640 (99% of potential) |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Corporate goals: funding sufficiency, IP development, Berubicin NDA preparatory activities | Not disclosed | Achievement of specified corporate goals | 99% attainment | $134,640 cash paid |
| Stock options (granted for 2024 service, approved Mar 11, 2025; subject to share plan amendment) | Options (CFO: 4,881) | Not disclosed | 10-year term; strike $30.00; vests over 2 years | N/A | Options vest over time; 10-year expiration |
| RSUs (historic) | RSUs with time- and performance-based vesting; 4 tranches incl. stock price and clinical data triggers | Not disclosed | Time-based (annual installments) and performance triggers (stock price thresholds and “Positive Interim, Clinical Data”) | Not disclosed | Vest over 4 years and upon achieving triggers |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12 shares; includes 4 warrants and 5 options exercisable within 60 days (as of Oct 10, 2025) |
| Ownership as % of outstanding | Less than 1% (574,580 shares outstanding) |
| Options (exercisable / unexercisable) | 4/7/2024 grant: 1 / 1; 3/29/2023: 1 / 2; 2/5/2021: 1 / –; 11/13/2019: 1 / – |
| Key option terms | Exercise prices and expirations: $7,758 (exp. 4/27/2034); $29,880 (exp. 3/27/2033); $3,024,000 (exp. 2/5/2031); $3,600,000 (exp. 11/13/2029) |
| RSUs (unvested) | RSUs outstanding with market and clinical vesting conditions |
| Hedging / pledging | Company policy prohibits hedging and pledging/margin accounts |
| Clawback policy | Dodd-Frank restatement recoupment policy adopted Oct 2, 2023 (recoup within 3 completed fiscal years prior to restatement) |
| Ownership guidelines | Not disclosed |
Employment Terms
- Role and tenure: CFO since closing of IPO (Nov 2019) .
- Employment agreement: Not disclosed for CFO (CEO severance noted separately) .
- Change-of-control economics: 2020 Stock Plan allows the Committee discretion to accelerate vesting, deem performance satisfied at target, and cash-out options/SARs upon a Change in Control; repricing prohibited without shareholder approval .
Compensation Structure Analysis
- Cash vs equity mix: 2024 pay comprised of salary ($340k) and bonus ($134.6k) alongside option grant fair value ($146.4k), indicating a meaningful cash component with equity incentives primarily in options rather than RSUs that have stringent vesting triggers .
- Performance linkage: 2024 bonus tied to operational goals (funding, IP, NDA prep) with 99% payout, suggesting high attainment on process/execution milestones rather than market or financial outcomes; no revenue/EBITDA KPIs disclosed given pre-revenue stage .
- Equity award design: Plan prohibits repricing and includes anti-gross-up features; change-in-control acceleration is discretionary, which can support retention but may reduce performance risk if broadly applied .
Risk Indicators & Red Flags
- Section 16(a) compliance: CFO filed one Form 4 one day late on Feb 6, 2024 (administrative lapse) .
- Anti-hedging/pledging controls: Explicit prohibitions on hedging and pledging mitigate misalignment risk .
- Company-level risks: Pay-versus-performance table shows deeply negative net losses across 2022–2024 and very low 2024 TSR value, posing alignment challenges relative to shareholder outcomes .
Say-on-Pay & Peer Benchmarking
- Say-on-pay: 2025 proxy includes advisory vote proposal; historical approval percentages and compensation peer group details are not disclosed .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial $100 Investment Based on TSR | $11.40 | $52.92 | $0.19 |
| Net Loss (USD, thousands) | $(15,274) | $(18,851) | $(14,858) |
- Major initiatives tied to compensation: Fundraising continuity, IP development, and Berubicin NDA preparatory work underpinned 2024 bonus outcomes .
- Governance/controls: CFO executed SOX certifications on the FY2024 10-K .
Investment Implications
- Alignment: Downs’ equity stake is de minimis and option grants have significant vesting/term constraints; however, company policies against hedging/pledging and clawback adoption support governance discipline .
- Retention/selling pressure: Near-term vesting on recent options (2-year schedules) and RSU structures contingent on exacting stock price/clinical triggers reduce the likelihood of immediate large insider selling; discretionary CIC acceleration could change timing in a transaction .
- Pay-for-performance: Bonus plans emphasize execution milestones over market-based outcomes, appropriate for pre-revenue biotech but can produce high payouts even when TSR and losses deteriorate; investors should monitor future incorporation of outcome-based metrics (e.g., regulatory milestones with clear risk-adjusted thresholds) .
- Governance watch-outs: Minimal personal ownership and high cash mix can dilute alignment; continued losses and weak TSR amplify the need for rigorous performance gates on equity and bonuses .