Dwight Egan
Co-DiagnosticsAbout Dwight Egan
Dwight Egan is 71 and has served as Chief Executive Officer and Chairman of Co-Diagnostics, Inc. since April 2013; his background includes senior executive roles at Data Broadcasting Corporation (1995–1999) and CEO/Chairman at Broadcast International (1984–1995) . Pay-versus-performance disclosure shows CEO Compensation Actually Paid of $421,350 in 2024 and $579,599 in 2023, against cumulative TSR values of $8.40 and $14.89 per initial $100 and net losses of $38M and $35M, respectively, indicating constrained alignment to shareholder outcomes over the last two years . The Board combines the CEO and Chair roles but maintains a majority of independent directors and independent committee chairs; Egan is not independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadcast International, Inc. | Co-founder, CEO & Chairman | 1984–1995 | Acquired by Data Broadcasting; contributed to creation of CBS MarketWatch IPO era |
| Data Broadcasting Corporation | Senior Executive | 1995–1999 | Led real-time market data and analytics expansion to ~27,000 investors |
| Private Investment Business | Principal | 1999–present | Ongoing capital markets experience supporting public company leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private Investment Business | Investor | 1999–present | Capital markets expertise cited in proxy biography; no current public company directorships disclosed beyond CODX |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $391,667 |
| Actual Bonus ($) | $40,750 (incl. $20,750 paid Jan 2024) | $20,000 |
| Target Bonus % | Not disclosed | Not disclosed |
Performance Compensation
RSU Awards (Unvested as of Dec 31, 2024; market value based on $0.75 close)
| Grant Date | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 6/6/2022 | 45,833 | $34,375 | 6 installments starting 11/23/2022, then every 6 months |
| 1/13/2023 | 51,667 | $38,750 | 6 installments starting 5/23/2023, then every 6 months |
| 5/15/2023 | 137,500 | $103,125 | 6 installments starting 11/23/2023, then every 6 months |
| 4/26/2024 | 229,167 | $171,875 | 6 installments starting 11/23/2024, then every 6 months |
Stock Options
| Grant | Exercisable (#) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|
| Option 1 | 50,000 | $2.63 | 09/20/2028 | Out-of-the-money vs $0.75 close as of 12/31/24 |
| Option 2 | 50,000 | $1.10 | 09/02/2029 | Out-of-the-money vs $0.75 close as of 12/31/24 |
Annual Bonus Metrics (structure)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Predetermined financial performance objectives; financial discipline; business development; product development; long-term stability | Not disclosed | Not disclosed | Qualitative | $20,000 (2024); $40,750 (2023) | Cash; annual |
Equity Ownership & Alignment
Beneficial Ownership Over Time
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jun 30, 2024 | 467,206 | 1.5% | Includes 100,000 exercisable options |
| Apr 3, 2025 | 736,548 | 2.2% | Includes 100,000 exercisable options |
| Oct 31, 2025 | 848,174 | 1.4% | Includes 100,000 exercisable options |
Outstanding Equity (as of Dec 31, 2024)
| Category | Detail |
|---|---|
| Unvested RSUs | 45,833 (6/6/22); 51,667 (1/13/23); 137,500 (5/15/23); 229,167 (4/26/24) |
| Options status | 100,000 exercisable across two grants ($2.63 2028; $1.10 2029); both out-of-the-money vs $0.75 close at 12/31/24 |
| Ownership Guidelines | Not disclosed in proxy; employees receive no director fees |
Vesting schedules in six-month tranches (e.g., 11/23/2024, 5/23/2025, etc.) create predictable supply events; pre-clearance and blackout rules govern trading windows for directors/officers .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | No written employment agreements; executives serve at-will |
| Change-in-Control Severance Plan | CEO Severance Multiplier of 3x (salary + greater of target bonus or average of three highest bonuses over last 5 years); payable if terminated without cause or for good reason within 2 years post-change-in-control (double trigger) |
| Severance Estimate | $1,688,592 if qualifying termination occurred on 12/31/2024 ; prior year estimate $2,277,204 (as of 12/31/2023) |
| Equity award treatment (CIC) | Awards assumed: double-trigger acceleration upon qualifying termination within 24 months; awards not assumed: single-trigger acceleration at change-in-control |
| Clawback | Equity awards subject to forfeiture/recoupment under any Company compensation recovery policy |
| Insider trading policy | Mandatory pre-clearance for directors/executives; blackout periods around material announcements; coverage extends to related persons and controlled entities |
Board Governance
- Board structure: Five directors; four are independent (Durenard, Murphy, Nelson, Serbin); Egan serves as CEO and Chairman; Board reviews leadership structure periodically .
- Committees and chairs:
- Audit: Chair Durenard; Members Murphy, Nelson, Serbin; Durenard qualifies as “financial expert” .
- Compensation: Chair Serbin; Members Murphy, Durenard, Nelson .
- Governance: Chair Nelson; Members Murphy, Durenard, Serbin .
- Nominating: Chair Murphy; Members Nelson, Durenard, Serbin .
- Meetings: Directors attended >75% of Board/committee meetings during FY2024 .
- Dual-role implications: Combined CEO/Chair enhances communication but raises independence concerns; mitigated by majority independent board and fully independent committee chairs .
Related Party Transactions and Red Flags
- Family employment: Seth Egan (Chief Commercialization Officer) $0.4M total comp (salary, bonus, RSUs); Winston Egan (Director of Customer Experience) $0.1M total comp (consulting fees, salary, bonus) in 2024 .
- Acquisition ties: President Richard Abbott had indirect interest in Advanced Conceptions via Whiteknob LLC; milestone-based contingent shares/warrants may accrue to that entity .
- Listing risk: Nasdaq minimum bid deficiency notice; reverse stock split authorization (1-for-2 to 1-for-30) pursued to regain compliance by Jan 5, 2026 .
- Going-concern risk: Auditor explanatory paragraph citing recurring losses and going-concern uncertainty (FY2024) .
Performance & Track Record
| Measure | 2023 | 2024 |
|---|---|---|
| CEO Compensation Actually Paid ($) | $579,599 | $421,350 |
| Cumulative TSR ($ per $100 initial) | $14.89 | $8.40 |
| Net Income (USD millions) | (35) | (38) |
Strategic execution highlights include development of the Co-Dx PCR platform (device, test cups, and app) and initial 510(k) submission in 2024; the 510(k) was withdrawn in early 2025 to address stability/deterioration detection and pursue an enhanced re-submission after further clinical evaluation . Program grants include NIH RADx funding ($1.2M) for upper-respiratory multiplex and Bill & Melinda Gates Foundation awards ($6.8M TB; $0.987M HPV) supporting point-of-care diagnostics development .
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Notes |
|---|---|---|---|
| 2023 | 375,000 | 40,750 (incl. accrual paid Jan 2024) | Smaller reporting company disclosures; bonuses based on qualitative criteria |
| 2024 | 391,667 | 20,000 | No employment agreement; at-will |
Equity Ownership & Alignment
- Beneficial ownership as of 10/31/2025: 848,174 shares (1.4% of class), including 100,000 options exercisable within 60 days .
- Ownership rose from 467,206 (1.5%) at 6/30/2024 to 736,548 (2.2%) at 4/3/2025; options included in each period’s totals .
- Options were out-of-the-money at 12/31/2024 ($1.10 and $2.63 strikes vs $0.75 close), reducing near-term exercise incentives .
- RSU tranches vest semi-annually (beginning 11/23/2024 for 2024 grants), creating potential periodic selling pressure subject to pre-clearance and blackout policy .
Investment Implications
- Alignment and leverage: CEO equity stake is modest (1.4% as of Oct 2025); semi-annual RSU vesting and out-of-the-money options suggest limited near-term selling pressure but predictable RSU supply; watch Form 4s around vesting dates .
- Governance risk: Combined CEO/Chair and family employment present independence concerns; majority-independent board and independent committee leadership partially mitigate .
- Change-in-control economics: 3x CIC severance (salary + higher-of bonus measures) and equity acceleration terms could raise entrenchment risk but also support continuity in M&A scenarios; current estimated payout $1.69M if triggered at 12/31/2024 (down from $2.28M prior year) .
- Execution risk: Withdrawal of 510(k) and going-concern disclosure highlight regulatory and liquidity risks; reverse split authorization underscores listing risk; monitor re-submission timing, grant milestones, and Nasdaq compliance steps .
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