John M. Climaco
About John M. Climaco
John M. Climaco, Esq. is Chief Executive Officer and a director of CNS Pharmaceuticals, Inc., having joined in September 2017; he is 56 years old and holds a JD from UC Hastings and a Bachelor of Philosophy from Middlebury College . He previously led Axial Biotech (2003–2013) and served as EVP of Perma-Fix Medical S.A. (2015–2017), with experience building partnerships and commercializing healthcare technologies . Pay-versus-performance disclosures show compensation actually paid to the CEO of $1,578,131 (2022), $846,871 (2023), and $677,722 (2024), with the value of a fixed $100 investment in CNSP at $11.40 (2022), $52.92 (2023), and $0.19 (2024); net losses were $(15,274)k (2022), $(18,851)k (2023), and $(14,858)k (2024) . For 2024, annual bonus outcomes were driven by goals including funding sufficiency, IP development, and preparatory activities for a Berubicin NDA, with the CEO awarded 99% of his potential bonus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axial Biotech, Inc. | President & CEO | 2003–2013 | Took company from inception to commercialization; forged partnerships with Medtronic, J&J, Smith & Nephew . |
| Perma-Fix Medical S.A. | Executive Vice-President | 2015–2017 | Managed development of a novel method to produce Technetium-99 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Moleculin Biotech, Inc. | Director | Since May 2017 | Pharmaceutical company focused on anticancer drug candidates . |
| Digirad, Inc. | Director | May 2012–Apr 2020 | Imaging services provider . |
| Birner Dental Management Services, Inc. | Director | Since Jun 2017 | Dental practice management services . |
| PDI, Inc. | Director | 2015 | Outsourced commercial services to pharma . |
| InfuSystem Holdings, Inc. | Director | Apr 2012–Apr 2014 | Supplier of infusion services to oncologists . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $525,000 | $525,000 |
| Target Bonus (% of Salary) | 50% | 50% |
Performance Compensation
Annual Bonus (Non-Equity Incentive)
| Metric | 2023 | 2024 |
|---|---|---|
| Corporate goals | Not disclosed | Funding sufficiency, IP development goals, Berubicin NDA preparation |
| Attainment (% of potential) | Not disclosed | 99% |
| Actual Bonus Paid ($) | $60,638 | $285,863 |
| Determination | Committee discretion; may deviate from formula | Committee discretion; may deviate from formula |
Equity Awards (Grants and Terms)
| Grant | Shares/Units | Strike Price | Term | Vesting |
|---|---|---|---|---|
| 2024 Service grant (approved Mar 11, 2025; aggregate for NEOs) | 17,082 options (total across NEOs) | $30.36 | 2 years | Vests over 2 years |
| 2025 Plan proposals (subject to shareholder approval) – CEO | 9,769 options; 7 RSUs | Footnote: 9,761 options at $30.00 | 10 years | Options per award terms; RSUs per multi-condition schedule |
Outstanding Equity Awards (FY-End 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Unvested RSUs MV ($) |
|---|---|---|---|---|---|---|
| 4/7/2024 | 2 | 1 | 7,758 | 4/27/2034 | 2 | $144 (based on $72.00 close) |
| 3/29/2023 | 1 | 2 | 29,880 | 3/27/2033 | – | – |
| 2/5/2021 | 1 | – | 3,024,000 | 2/5/2031 | – | – |
| 6/28/2019 | 1 | – | 1,800,000 | 6/28/2029 | – | – |
| Vesting schedule (options) | — | — | — | — | — | Options vest in equal annual installments over 4 years . |
RSU vesting conditions: 25% in four equal annual installments (service-based); 25% if 10-day average closing price exceeds $1,800,000 within 24 months; 25% if 10-day average exceeds $3,600,000 within 36 months; 25% upon “Positive Interim, Clinical Data” within 24 months; amounts subject to adjustment for splits .
Equity Plan Features (Alignment safeguards)
- Repricing of options/SARs prohibited without stockholder approval .
- No tax gross-ups; non-employee director annual compensation capped .
- Change-in-control: Committee may accelerate vesting or deem performance met at target; can cash-out options; awards may be assumed by acquirer . Change-in-control definition includes 30%+ voting power acquisition, certain transactions, board changes, and liquidation/sale conditions .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 21 shares; less than 1% of class . |
| Shares outstanding reference | 574,580 shares as of Oct 10, 2025 . |
| Within-60-day exercisable | Warrants to purchase 10 shares; options to purchase 6 shares . |
| Hedging policy | Hedging transactions prohibited absent prior approval . |
| Pledging | No pledging disclosure; not specified in proxy . |
| Ownership guidelines | Not disclosed for executives . |
Employment Terms
- Employment agreement start and term: CEO agreement dated Sep 1, 2017; amended Sep 1, 2020 to auto-renew for successive 12-month periods unless either party gives 60 days’ prior written notice not to extend .
- Severance: If company elects not to extend or terminates without cause, 12 months of base salary payable in a lump sum 60 days post-termination conditioned on a release .
- Clawback: Dodd-Frank Restatement Recoupment Policy effective Oct 2, 2023; recoups erroneously awarded incentive-based compensation in the 3 fiscal years preceding a restatement, on a pre-tax basis .
- Grant timing controls: Company discloses it does not grant awards in anticipation of or timed around MNPI releases; avoided grants within specified windows around SEC filings in last fiscal year .
Board Governance
- Roles and independence: Climaco is CEO and director (non-independent); in 2022 he was both CEO and Chair; in Dec 2022, Faith L. Charles became Chair, separating the roles .
- Committee memberships: Compensation Committee (Chair: Amy Mahery; members: Mahery, Dr. Gumulka, Dr. Cockroft); Nominating & Corporate Governance (Chair: Dr. Cockroft; member: Ms. Charles); Audit Committee (Chair: Jeffry Keyes; members: Charles, Mahery), all independent; independent directors meet at least four times annually in executive session .
- Board activity: 23 board meetings in 2024; committees held 19 meetings (Audit 12, Compensation 4, Pricing 1, Nominating & Governance 2); each incumbent director attended at least 75% of meetings .
- Section 16 reporting: CEO and certain insiders filed one Form 4 one day late on Feb 6, 2024 .
Performance & Track Record Indicators
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Compensation Actually Paid ($) | $1,578,131 | $846,871 | $677,722 |
| Value of $100 Investment (TSR) | $11.40 | $52.92 | $0.19 |
| Net Loss (USD thousands) | $(15,274) | $(18,851) | $(14,858) |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation of $1,103,680 comprised base salary $525,000, option awards $292,817 (grant date fair value), and non-equity incentive $285,863; no stock awards in 2024, indicating reliance on options and cash bonus tied to corporate goals .
- Bonus rigor and discretion: Bonuses calculated from target % and corporate goal attainment; committee retains discretion and did not commit to a formula approach; 2024 payout at 99% of potential suggests high achievement against funding, IP, and NDA-prep milestones .
- Equity award design: Options with market-value exercise prices and up to 10-year terms; RSUs include service, stock-price, and clinical milestones; plan prohibits repricing and includes governance-friendly features (no gross-ups) .
- Change-in-control: Committee discretion to accelerate awards and deem performance targets met at target, which could increase realized pay in a transaction scenario .
Related-Party Transactions Oversight
- Audit Committee pre-approves related-party transactions over $120,000 and evaluates material interest, commercial reasonableness, benefits, opportunity costs, and conflicts; no specific related-party transactions disclosed for the CEO in proxy .
Say-on-Pay & Share Authorization Context
- 2025 agenda includes a non-binding say-on-pay vote and significant share authorization increase (common from 25,000,000 to 300,000,000; preferred from 416,667 to 5,000,000), alongside amendments to expand the 2020 Stock Plan; this may signal future equity issuance/dilution potential affecting alignment and trading dynamics .
Equity Ownership & Retention Risk Signals
- Low direct beneficial ownership (21 shares; <1%) and small near-term exercisable derivatives (10 warrants, 6 options) signal limited personal exposure to stock volatility; anti-hedging policy reduces misalignment risk, but no explicit anti-pledging policy disclosed .
- Option-heavy incentives and RSU performance triggers tied to stock price and clinical milestones align with development-stage value creation, though committee discretion on bonuses adds subjectivity .
Investment Implications
- Alignment and incentives: The mix of options and milestone-based RSUs ties realized pay to stock performance and clinical progress, but very low share ownership and committee bonus discretion temper pure pay-for-performance alignment .
- Retention and change-in-control: Auto-renewal and 12 months’ base salary severance provide retention stability; change-in-control acceleration discretion could increase payout certainty in transactions—watch for deal catalysts .
- Trading signals: 2025 proposals to dramatically increase authorized shares and expand the stock plan suggest potential future equity issuance, creating dilution risk; monitor grant pacing and insider Form 4 activity, noting prior minor filing delinquency .
- Performance context: TSR and losses reveal high volatility typical of clinical-stage biopharma; bonus metrics focused on funding/IP/NDA prep indicate operational progress rather than near-term financial outcomes—position sizing should reflect binary clinical/regulatory catalysts .