Joseph Todisco
CorMedixAbout Joseph Todisco
Joseph Todisco is Chief Executive Officer and a director of CorMedix Inc. He was appointed CEO in March 2022 with employment commencing by May 16, 2022, and joined the Board in March 2022; he is 49 years old as of April 25, 2025 . He holds an MBA in finance from Fordham Graduate School of Business and a BA in Economics from Georgetown University, and previously served in senior commercial and corporate development roles at Amneal, Gemini Laboratories, Ranbaxy, and Par, following early-career roles at Oppenheimer & Company and Marsh & McLennan Companies . Pay-versus-performance disclosures show CorMedix’s TSR value of a $100 investment at $178.02 in 2024, $82.64 in 2023, and $92.75 in 2022, alongside net losses of $17.9m (2024), $46.3m (2023), and $29.7m (2022) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amneal Pharmaceuticals | Executive Vice President, Chief Commercial Officer; prior roles in corporate development and international ops | 2011–2022 (11 years) | Led merger integration with Impax (2018); led commercial teams in UK, Australia, Germany |
| Gemini Laboratories (affiliate of Amneal) | Co-founder and managing executive | Through 2018 (acquired by Amneal in 2018) | Built niche branded products business; acquisition by Amneal in 2018 |
| Ranbaxy (North America) | VP, Business Development & Licensing | n/d | Led North American commercial strategy |
| Par Pharmaceutical | Various roles | n/d | Commercial and BD roles |
| Oppenheimer & Co.; Marsh & McLennan | Early career roles | n/d | Finance/insurance industry experience |
External Roles
- None disclosed for Mr. Todisco in CRMD filings .
Fixed Compensation
| Year | Base Salary (paid) | Base Salary Rate at Year Start | Target Bonus % | Actual Bonus Paid | All Other Comp | Total |
|---|---|---|---|---|---|---|
| 2024 | $639,214 | $639,630 (effective Jan 2024) | 65% of base | $457,335 | $54,906 | $2,359,908 |
| 2023 | $616,962 | $618,000 (effective Jan 2023) | 65% of base | $401,700 | $52,370 | $2,459,342 |
Performance Compensation
Annual Cash Incentive
| Year | Metric(s) | Weighting | Target | Actual Achievement | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | Company objectives (specific metrics not disclosed) | n/d | 65% of base | n/d | $457,335 | Paid for FY2024 performance |
| 2023 | Company objectives (specific metrics not disclosed) | n/d | 65% of base | n/d | $401,700 | Paid for FY2023 performance |
Equity Grants (Awards and Vesting)
| Grant Year | Award Type | Shares/Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| 2022 (start package) | Stock Options | 500,000 | 25% annually over 4 years from Start Date | Exercise price = closing price on grant date |
| 2022 (start package) | RSUs | 207,469 | 50% at 1st anniv; 30% at 2nd; 20% at 3rd, from Start Date | Accelerates per employment terms on certain terminations |
| 2023 (annual) | Stock Options | 400,000 | 25% at grant; remainder in equal annual installments over next 3 years | Time-based vesting |
| 2024 (annual) | Stock Options | 266,667 | 25% at grant; remainder in equal annual installments over next 3 years | Time-based vesting |
| 2024 (annual) | RSUs | 133,333 | 25% at grant; then annual installments over next 3 years | Time-based vesting |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Unvested (#) | RSUs FV ($) |
|---|---|---|---|---|---|---|
| Stock Options Tranche 1 | 250,000 | 250,000 | $3.38 | 05/09/2032 | 41,494 | $336,101 |
| Stock Options Tranche 2 | 200,000 | 200,000 | $4.43 | 01/14/2033 | 100,000 | $810,000 |
| Stock Options Tranche 3 | 66,666 | 200,001 | $3.47 | 01/12/2034 | — | — |
RSU fair values reflect $8.10 closing price on 12/31/2024 as disclosed .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Apr 25, 2025 | 1,072,593 | 1.6% | Includes options/RSUs vesting within 60 days by definition; shares outstanding 67,810,476 |
| Sep 30, 2025 | 1,001,367 | 1.3% | 302,204 common + 699,163 options exercisable within 60 days; shares outstanding 78,349,057 |
- Hedging/pledging: Hedging and short sales prohibited; pledging strongly discouraged for directors/officers .
- Stock ownership guidelines: Disclosed for non-employee directors ($100,000 within 5 years); no executive ownership guideline disclosed .
- In-the-money/acceleration context: If terminated 12/31/2024 measurement, accelerated equity value estimated at $1.87m (no corporate transaction) or $3.99m (within 24 months post-transaction), calculated at $8.10/share for RSUs and option intrinsic value per plan methodology .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Start | CEO appointment March 16, 2022; Board seat March 18, 2022; employment to commence no later than May 16, 2022 . |
| Agreement term | Initial 3-year term from Start Date; auto-renews for 1-year periods unless 90 days’ notice of non-renewal . |
| Base salary | $639,630 effective Jan 2024; $618,000 effective Jan 2023 . |
| Target bonus | 65% of base salary; based on Company and personal objectives . |
| Severance (no CoT) | If terminated without cause/for good reason: 12 months base salary; pro rata annual bonus based on actual achievement; COBRA subsidy up to 12 months; one year of additional time-vesting on outstanding equity; initial RSUs accelerate per agreement . |
| Severance (within 24 months after Corporate Transaction) | 18 months base salary; pro rata bonus for 18 months; COBRA subsidy up to 18 months; full vesting of then-outstanding equity . |
| Termination economics (as of 12/31/2024) | No Corporate Transaction: Cash $1,096,965; COBRA $46,863; Accelerated equity $1,871,767; Total $3,015,595. Within 24 months post-transaction: Cash $1,624,660; COBRA $70,294; Accelerated equity $3,986,106; Total $5,681,060 . |
| Non-compete | 12 months post-termination; prohibits competing anti-infective products (worldwide for CEO) . |
| Clawback | Mandatory clawback adopted Dec 2023 for restatements; discretionary for misconduct; covers compensation linked to financial reporting measures on/after Oct 2, 2023 . |
| Hedging/Pledging | Hedging prohibited; pledging strongly discouraged . |
| Change-in-control treatment (plan) | If awards not assumed in transaction: single-trigger acceleration at close; if assumed and involuntary separation without cause in a specified period: double-trigger acceleration (options/SARs fully exercisable; restrictions lapse; RSUs payable) . |
Board Governance
- Role and tenure: Director since March 2022; CEO and director (non-independent) .
- Committee membership: Audit (Lefkowitz/Chair, Dunton, Duncan), Compensation (Dillione/Chair, Dunton, Duncan), Nominating & Governance (Kaplan/Chair, Stewart, Dillione) — Todisco is not a member of key committees .
- Board leadership: Chairman is independent director Myron Kaplan; roles of Chair and CEO are separated .
- Attendance: Each director nominee attended at least 75% of Board and relevant committee meetings in FY2024 .
Performance & Track Record (Company context during Todisco tenure)
| Year | TSR value of $100 investment | Net Income (Loss) ($000) |
|---|---|---|
| 2022 | 92.75 | (29,702) |
| 2023 | 82.64 | (46,339) |
| 2024 | 178.02 | (17,930) |
Pay-versus-performance table indicates “Compensation Actually Paid” (CAP) to the CEO of $3.21m (2022), $1.87m (2023), $5.39m (2024), reflecting equity valuation adjustments; SCT totals were $2.69m, $2.46m, and $2.36m, respectively .
Compensation Committee Analysis (governance/process)
- Compensation Committee comprised solely of independent directors; engages Frederic W. Cook & Co. as independent compensation consultant; no conflicts identified .
- Equity grant practices avoid grants around material disclosures; no grants issued during blackouts defined as four business days before and one business day after major filings in the last fiscal year .
Investment Implications
- Alignment and retention: High equity exposure via multi-year option and RSU grants (notably 2022 start RSUs/options, 2023 options, 2024 options/RSUs) with time-based vesting creates ongoing retention hooks; double-trigger acceleration in change-in-control scenarios is shareholder-standard, though the full-vesting provision elevates potential transaction-related payouts .
- Potential insider selling pressure: Meaningful scheduled vesting dates (e.g., annual anniversaries of 1/12/2024 grants; remaining tranches on the 2022 start awards) could create selling windows; policy prohibits hedging and strongly discourages pledging, partially mitigating alignment risks .
- Pay-for-performance: Annual bonus outcomes were paid under “company objectives” (metrics not disclosed), while TSR improved materially in 2024 from 2023; ongoing net losses highlight execution risk as commercialization progresses .
- Governance: CEO is also a director but not Chair; independent Chair and fully independent key committees mitigate dual-role concerns .
- Downside protection: Severance multiples (12–18 months base; pro rata bonuses; COBRA; equity acceleration) are moderate for small-cap biotech but imply meaningful change-in-control value transfer; investors should monitor incremental equity grants and post-vesting sales for signaling .