Bryan Cassaday
About Bryan Cassaday
Bryan Cassaday, 55, is Chief Financial Officer of Carmell Corporation (CTCX). He served as Interim CFO from June–November 2023 and entered into his CFO employment agreement in 2023. He is a CPA and CGMA with 30+ years in strategic finance roles, including controller and CFO positions across healthcare and services. He holds a B.S. in Accounting from Drexel University.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nevakar, Inc. | Controller | Not disclosed (prior to CTCX) | Led accounting, finance, reporting, and planning at a commercial-stage biopharma company. |
| Atalian Global Services | Chief Financial Officer | 2019–2020 | Senior finance leadership in facilities services. |
| EMCOR Facilities Services | Controller; Acting CFO | 2015–2019 | Oversaw finance and served as acting CFO at a major services firm. |
| SeeChange Health | Controller | 2013–2015 | Financial leadership at a health tech/insurance platform. |
| Nationwide Financial; Prevail InfoWorks; Delaware Investments; Delphi Financial Group | Finance leadership roles | 1993–2013 | Progressive leadership across financial services and healthcare analytics. |
| Ernst & Young (Assurance) | Senior Auditor | 1990–1993 | Public accounting and audit foundation. |
External Roles
No external directorships or committee roles are listed in the Company’s executive biography for Mr. Cassaday.
Fixed Compensation
| Item | 2023 Amount/Term | Notes |
|---|---|---|
| Annualized Base Salary | $245,000 | Annualized base for 2023 per compensation narrative. |
| 2023 Salary Paid | $130,852 | Pro-rated for tenure in 2023. |
| Target Annual Bonus | 20% of total annual compensation | Determined by Compensation Committee based on corporate/personal objectives. |
| 2023 Bonus Paid | $0 | Committee paid no performance-based cash bonuses for 2023 to conserve cash. |
| Benefits/Perquisites | Standard employee plans; no material perqs | NEOs eligible for health/benefits; no material perquisites in 2023. |
Performance Compensation
Annual Cash Incentive (Short-Term)
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Corporate and/or personal objectives (not itemized) | Not disclosed | 20% of total annual compensation | No cash bonuses paid for 2023 | Annual, at Committee discretion |
Equity Awards (Long-Term)
| Grant Type | Grant/Start Date | Shares/Units | Fair Value ($) | Strike | Expiration | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | 07/26/2023 | 100,000 | 214,508 | $3.00 | 07/26/1933 (as stated) | 25% on 1st anniversary; remaining monthly over 36 months; ceases at termination |
Policies applicable to incentives:
- Clawback Policy (adopted July 14, 2023) applies to current/former executive officers for three years preceding any required restatement; recovery of excess incentive comp (cash or equity) per SEC/Nasdaq rules.
- Insider trading policy expressly prohibits derivative transactions of Company stock; policy discusses risks of pledging/margin but highlights prohibition on derivatives specifically.
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Shares Beneficially Owned | % of Class | Options Exercisable within 60 days | Source |
|---|---|---|---|---|
| May 31, 2024 | 27,335 | <1% | 25,000 | 2024 DEF 14A |
| Jan 29, 2025 | 45,917 | <1% | 41,667 | 2025 DEF 14A (special meeting) |
Additional alignment detail:
- Outstanding unexercisable options at FY-end 2023: 100,000 options (vesting start 07/26/2023; $3.00 strike).
- Ownership table footnotes for Mr. Cassaday do not indicate any pledged shares; Company policy prohibits derivatives and outlines pledging risks.
Employment Terms
| Provision | Term/Amount | Notes |
|---|---|---|
| Employment Agreement | Entered in 2023 | Governs compensation and severance; restrictive covenants required. |
| Role Tenure | Interim CFO Jun–Nov 2023; CFO thereafter | Executive officer as of May 31, 2024. |
| Severance (non-CIC) | Monthly payments equal to 1/12 annual salary for 9 months | Upon termination without Cause or resignation for Good Reason, subject to release. Includes pro-rata bonus based on actual performance and COBRA premium support above active-employee rate. |
| Severance (Protected Period around Change in Control) | Monthly payments equal to 1/12 annual salary for 6 months | Protected Period = 3 months prior to and 18 months after a CIC; bonus at target; accelerated vesting in full of time-based equity awards. |
| Other Terminations | Accrued compensation only; death/disability includes accrued/unpaid bonus | Standard treatment outside qualifying terminations. |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit | Applies during employment and for two years post-termination. |
| Clawback | Mandatory recovery upon restatement | Applies to cash/equity incentive comp for covered period. |
| Hedging/Pledging | Derivative transactions prohibited; policy highlights risk of pledging/margin | Insider trading policy prohibits derivatives; addresses risks of pledging/margin accounts. |
Compensation and Ownership History (Selected Data)
Summary Compensation (Mr. Cassaday)
| Year | Salary ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 130,852 | 214,508 | 345,360 |
Outstanding Equity at FY-end 2023 (Mr. Cassaday)
| Vesting Start Date | Unexercised Options – Exercisable | Unexercised Options – Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 07/26/2023 | — | 100,000 | $3.00 | 07/26/1933 (as stated) |
Governance, Disclosure, and Risk Indicators
- Section 16(a) compliance: One late Form 4 filing for Mr. Cassaday in fiscal 2023 per proxy disclosure.
- Compensation oversight: Compensation Committee (independent directors) sets goals, approves awards, administers clawback policy.
Investment Implications
- Alignment and leverage: Pay mix is equity-heavy for 2023, with options vesting 25% at one year then monthly, enhancing retention and alignment with share price performance. Absence of RSUs/PSUs indicates higher performance leverage but also higher risk if shares are below strike.
- Change-in-control dynamics: While CIC severance salary-continuation is shorter (6 months vs 9 months), the Protected Period adds bonus at target and full acceleration of time-based equity, potentially increasing realized value and reducing post-deal selling overhang.
- Liquidity/overhang considerations: Monthly vesting post-first anniversary creates a steady cadence of newly vesting shares; monitor 10b5-1 plans and Form 4 activity. Note: one late Form 4 in 2023 suggests process discipline should be watched.
- Risk controls: Company-wide clawback policy and prohibition on derivative transactions reduce misalignment risk; no footnotes indicating pledged shares for Cassaday in beneficial ownership tables.