William Elder
About William Elder
William R. Elder (age 42) is Chief Financial Officer, General Counsel & Corporate Secretary of CervoMed (CRVO), appointed CFO effective June 1, 2024 after serving as Acting Principal Financial Officer since March 2024; he has been General Counsel & Corporate Secretary since September 2020 . He holds a J.D. from the University of Pennsylvania Law School, an M.S. in Finance from Villanova University, and a B.A. in Economics from Tufts University . Company performance reference points: net loss was $(16.29) million in 2024 (vs. $(2.17) million in 2023 and $(5.80) million in 2022), and pay-versus-performance TSR shows a $100 investment value of $10.06 in 2024 (vs. $32.82 in 2023 and $32.65 in 2022); note that 2022–2023 reflect the Diffusion/EIP merger context and Elder’s CFO tenure began mid-2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CervoMed (formerly Diffusion/EIP) | Acting Principal Financial Officer (CervoMed) | Mar 2024–Jun 2024 | Supported finance leadership transition ahead of CFO appointment . |
| CervoMed | General Counsel & Corporate Secretary | Sep 2020–present | Led public company securities, governance, and legal matters through merger and listing . |
| Diffusion Pharmaceuticals | Principal Financial Officer | Jun 2023–Aug 2023 | Interim finance leadership during pre-merger period . |
| Diffusion Pharmaceuticals | Consultant (part-time) | Jul 2020–Sep 2020 | Advisory support pre-merger . |
| BillyVonElds, LLC | President & CEO | Apr 2019–Sep 2020 | Managed corporate, financial, legal, and operational functions at a fantasy sports company . |
| Dechert LLP | Corporate & Securities Associate | 2011–Feb 2019 | Counseled public companies on securities laws, governance, and capital markets transactions . |
| Creative Financial Group | Analyst | Prior to 2011 | Advisory support for high net worth clients . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Employment agreement Exhibit A lists outside activities as “None” . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary ($) | 406,475 | Blended: $374,760 Jan 1–May 31; $429,000 from CFO appointment on Jun 1, 2024 . |
| Target annual bonus (%) | 35% of base | Per amended & restated employment agreement effective Jun 1, 2024 . |
| Actual cash bonus paid ($) | 142,266 | 2024 non‑equity incentive plan compensation . |
| Option awards grant date fair value ($) | 103,008 | 2024 option award accounting value (ASC 718) . |
| All other compensation ($) | — | None reported for 2024 . |
| Total reported compensation ($) | 651,749 | Sum per Summary Compensation Table . |
| Component | 2023 | Notes |
|---|---|---|
| Base salary ($) | 292,782 | Reported 2023 salary . |
| Actual cash bonus paid ($) | 114,771 | 2023 non‑equity incentive plan compensation . |
| Option awards grant date fair value ($) | 60,800 | 2023 option award accounting value . |
| All other compensation ($) | — | None reported for 2023 . |
| Total reported compensation ($) | 468,353 | Sum per Summary Compensation Table . |
Performance Compensation
- Annual cash bonus framework: The Compensation Committee sets annual goals and determines payouts considering clinical trial progress, business development, public filing status, capital raising, and stock price performance; specific metric weightings/targets are not disclosed .
- Long-term incentives: Options are the primary equity vehicle; awards for executives generally vest in equal monthly installments over 36 months, aligning retention with shareholder value creation timelines .
| Incentive type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Company annual performance goals (clinical, financing, filings, stock performance) | Not disclosed | Not disclosed | Committee‑determined | $142,266 (2024) | N/A (cash) . |
| Stock options (2023/2024 grants) | Time-based retention | — | — | Service-based | N/A | Equal monthly installments over 36 months . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 27,612 shares (0.3% of voting power) as of Apr 24, 2025 record date . |
| Direct common shares | 1,267 shares . |
| Options exercisable within 60 days | 26,345 shares . |
| Hedging/short sales policy | Officers and directors are prohibited from hedging and speculative transactions (e.g., options, collars, swaps, short sales) under the Insider Trading Policy . |
| Ownership guidelines | Corporate Governance Guidelines address stock ownership by directors and executive officers; specific multiples not disclosed in proxy . |
| Pledging | No pledging by Elder disclosed; no pledging policy disclosure noted; hedging prohibitions apply . |
Outstanding option grants (as of Dec 31, 2024)
| Grant (by strike) | Exercisable | Unexercisable | Exercise price ($) | Expiration |
|---|---|---|---|---|
| Legacy grants | 934 | — | 61.50 | 9/22/2030 |
| 1,169 | — | 83.25 | 3/1/2031 | |
| 278 | — | 83.25 | 3/1/2031 (two‑thirds forfeited previously per award terms) | |
| 4,076 | — | 18.00 | 1/27/2032 | |
| 2023 grant | 7,111 | 8,889 | 5.33 | 9/15/2033; vests monthly over 36 months |
| 2024 grant | 5,333 | 10,667 | 9.24 | 1/26/2034; vests monthly over 36 months |
Employment Terms
| Term | Key provisions |
|---|---|
| Role & pay | CFO with annual base salary of $429,000 and initial target bonus 35% of base; eligible for equity awards under Company plans . |
| Severance (non‑CoC) | If terminated without Cause or resigns for Good Reason (outside CoC window): unpaid prior bonus; pro‑rata current‑year bonus; 9 months base salary continuation; 12 months COBRA reimbursement, subject to release . |
| Severance (Change‑of‑Control window) | If terminated without Cause or resigns for Good Reason upon or within 24 months after a CoC, or within 60 days prior to a CoC: unpaid prior bonus; pro‑rata current‑year bonus; 1.5x (base + higher of target or prior‑year bonus) and a cash payment equal to 18x monthly COBRA premium (timing varies if pre‑CoC termination); subject to release . |
| Equity treatment (CoC double‑trigger) | Upon qualifying CoC termination, immediate full vesting of all equity awards; performance‑based awards deemed earned at not less than target; stock options remain exercisable for up to 24 months (not beyond original expiry) . |
| Equity treatment (death/disability) | Pro‑rata bonus; 12 months COBRA; acceleration of the greater of 12 months’ vesting or plan‑specified acceleration; options exercisable for 12 months (not beyond expiry); performance awards at not less than target . |
| Restrictive covenants | Non‑compete, customer/employee non‑solicit for 24 months post‑termination; confidentiality and non‑disparagement obligations apply . |
| Clawback | Subject to Company clawback policy; compensation may be recouped per policy . |
| 280G | “Best‑net” cutback at executive’s election to avoid 4999 excise tax; no tax gross‑ups . |
| 409A | Agreement intended to comply with or be exempt from Section 409A; contains six‑month delay for specified employees as needed . |
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss), $mm | (5.80) | (2.17) | (16.29) |
| Value of $100 investment (TSR) | 32.65 | 32.82 | 10.06 |
- Context: TSR figures reflect the Diffusion-to‑CervoMed transition period and reverse stock splits; Elder became CFO on June 1, 2024, mid‑way through 2024 .
- Executive legal/controversy checks: The proxy states no director or executive officer is involved in legal proceedings requiring Item 401 disclosure .
Compensation Committee Analysis
- Committee composition: Independent directors Jane H. Hollingsworth, Jeff Poulton, and Frank Zavrl; Chair: Frank Zavrl .
- Consultant: Alpine Rewards serves as independent compensation consultant to the committee .
- Philosophy and process: Committee determines executive compensation considering role responsibility, peer pay data, company and individual performance; administers equity plans; meets in executive session for CEO decisions .
Investment Implications
- Pay-for-performance and alignment: Moderate cash base ($429k target structure) with at-risk bonus (35% target) and multi-year monthly option vesting supports retention but provides relatively limited immediate equity ownership (0.3%), suggesting alignment is primarily via unvested and out-of-the-money options rather than large direct share stakes .
- Change-of-control economics: Double-trigger 1.5x cash severance with full equity acceleration is shareholder‑standard for small-cap biotech; absence of tax gross-ups is governance‑friendly, though the breadth of acceleration can be dilutive in a sale scenario .
- Insider selling pressure: Options vest monthly (notably the 2023 and 2024 grants), which incrementally creates sale‑eligible shares over time; company policy bans hedging, and no pledging is disclosed, mitigating alignment concerns .
- Execution risk: 2024 net loss widened and TSR deteriorated during a year of clinical and financing execution; Elder assumed CFO mid‑year, so attribution is mixed, but ongoing option-vesting and upcoming equity plan usage (subject to shareholder approval) warrant monitoring for dilution/supply overhang .