Kendra Bracken-Ferguson
About Kendra Bracken-Ferguson
Kendra Bracken-Ferguson, age 44, was appointed Chief Executive Officer of Carmell Corporation (Nasdaq: CTCX) effective July 30, 2024; she previously founded and led BrainTrust (Agency, Founders Studio, Fund 1) and held senior roles at rē•spin, Beautycon, and Ralph Lauren’s digital media function, with an MBA from Keller School of Management and a BA from Purdue University . During Q3 2024 under her tenure, Carmell reported initial commercialization revenue of $20,519 and a net loss from continuing operations of $2,878,481 as the company pivoted toward cosmetic skincare and haircare; cumulative YTD net revenue was $32,839 with net loss from continuing operations of $9,736,181 . Her employment terms include a performance-based bonus framework and equity incentives designed to align pay with corporate and personal objectives, together with change‑of‑control protections and 280G cutdown provisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carmell Corporation | Chief Executive Officer | 2024–present | Lead pivot to regenerative skincare/haircare commercialization; accelerate brand/platform growth |
| BrainTrust Founders Studio | Chief Executive Officer | 2021–present | Built largest membership platform for >200 beauty/wellness founders; brand-building and revenue partnerships |
| BrainTrust Fund I | Chief Executive Officer / General Partner | 2022–present | Beauty/wellness investing; strategic portfolio support |
| rē•spin by Halle Berry | Interim CEO | 2020–2021 | Stabilized and scaled celebrity wellness brand |
| Beautycon Media | Chief Business Officer | 2019–2020 | Commercial strategy and partnerships |
| Digital Brand Architects (DBA) | Co‑founder (agency acquired by UTA) | 2010–2019 | Built influencer agency representing >140 creators; audience >200M |
| CAA‑GBG | Chief Digital Officer | 2017–present (post-acquisition) | Digital brand management post BrainTrust Agency acquisition |
| Polo Ralph Lauren | First Director of Digital Media | Prior to 2010 | Built foundational digital media capability |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Amazon Black Business Accelerator (BBA) | Advisory Council | Current | Ecosystem/community expertise |
| Iced Media | Growth Advisory Board | Current | Digital growth advisory |
| Blushington | Advisory Board | Current | Beauty retail advisory |
| G&B | Advisory Board | Current | Brand advisory |
| BeautyUnited | Advisory Board (co‑chair) | Prior | Industry leadership |
| Influencer Marketing Association | Board of Directors | Prior | Standards and practices |
| NYU Stern Fashion Luxury Council | Member | Prior | Luxury industry perspective |
| Purdue University Brian Lamb School | Advisory Board | Prior | Academic-industry bridge |
| DealMakeHers, Cosmetic Executive Women | Member | Current | Industry networks |
| Revelations Entertainment | Partnership/Advisor | Current | Content/brand synergies |
| Business of the Beat | Host/Owner (podcast) | Current | Thought leadership |
Fixed Compensation
| Component | Value | Terms |
|---|---|---|
| Base Salary | $300,000 | Payable per standard payroll schedule; subject to annual review by Compensation Committee |
| Target Annual Bonus | 50% of base salary | Performance-based; Committee determines payout based on corporate and/or personal objectives; 2024 prorated |
| Benefits | Company benefits | Eligible to participate in plans available to similarly situated employees; business expenses reimbursed per policy |
| Initial Stock Options | $700,000 grant-date fair value | Under 2023 LTIP; time-based vesting; terms per plan |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual Cash Bonus | Corporate and/or personal objectives | Not disclosed | 50% of base salary target | Committee discretion (2024 prorated) | Cash; paid by Mar 15 following year if earned |
| Stock Options (Initial) | Time-based service | N/A | $700,000 grant-date fair value | N/A (time-based) | 25% at 1-year anniversary; remainder monthly over 36 months |
| Change-in-Control–Related | Continued employment/termination conditions | N/A | N/A | Acceleration of time-based equity if terminated without cause/for good reason during Protected Period; bonus at target; enhanced severance |
Equity Ownership & Alignment
- Stock ownership guidelines: Not disclosed in filings; employment agreement requires compliance with Company stock ownership/trading policies .
- Hedging/derivative transactions: Insider trading policy expressly prohibits derivative transactions or purchases providing economic equivalent of ownership .
- Pledging: Policy highlights risks of pledging/margin accounts that could force sales during blackout or MNPI; explicit prohibitions on pledging not stated in proxy .
- Beneficial ownership: 2024 proxy’s NEO/beneficial ownership table covers 2023 NEOs and directors; Kendra was appointed CEO in 2024 and is not listed among 2023 NEOs . No Form 4 trading plans disclosed in Q3 2024 (no Rule 10b5-1 adoptions/modifications) .
Employment Terms
| Provision | Terms |
|---|---|
| Title/Start | CEO; effective July 30, 2024 |
| Location | Remote from Nevada; travel as required |
| Termination (no cause / good reason) | 12 months base salary severance; pro‑rata bonus; COBRA premium differential for 12 months; release required |
| Protected Period (CoC) | 3 months prior to and 15 months following change-in-control; 18 months base salary; pro‑rata bonus; COBRA premium differential for 18 months; bonus at target; full acceleration of time‑based equity upon later of termination or CoC |
| Death/Disability | Pro‑rata bonus for year of termination |
| Restrictive Covenants | Non‑compete: 12 months post‑termination; no services to businesses using human tissue-based technology for cosmetics in the U.S.; limited passive holdings <2% |
| Non‑solicit | 12 months; employees, customers, suppliers; carve‑outs for general ads and prior relationships |
| Confidentiality/IP | Robust confidentiality and IP assignment; DTSA whistleblower notice |
| Arbitration | AAA employment rules; Pittsburgh, PA; Company pays arbitration-specific costs |
| Indemnification/D&O | Standard indemnity agreement; D&O insurance on same terms as other C‑suite |
| 280G Cutdown | Cut payments to avoid Excise Tax if more favorable after-tax than paying full amount; independent firm determines |
| Clawback | Company-wide clawback policy compliant with Dodd-Frank/Nasdaq, covering current/former executive officers |
| Company Policies | Compliance with stock ownership, securities trading, clawback, hedging/pledging, ethics policies |
Performance & Track Record
- Commercial pivot status: Carmell launched first five cosmetic skincare products in 2024; gross revenue of $58,915 in Q3 and $71,235 YTD; net revenue $20,519 (Q3) and $32,839 (YTD) as go-to-market builds; loss from continuing operations $2,878,481 (Q3) and $9,736,181 (YTD) reflecting early-stage investment .
- Strategic priorities: Accelerate Carmell Secretome product growth; expand platform via selective acquisitions/investments in beauty/wellness brands .
- Governance/compliance: Q3 identified and remediated formal documentation control gap for complex transactions; disclosure controls deemed not effective as of Q3 but remediation underway .
Risk Indicators & Red Flags
- Going concern: Substantial doubt; cash $1,137,325 at 9/30/24; negative operating cash flow; exploring capital raises and cost controls .
- Litigation: Puritan Partners litigation tied to legacy 2022 convertible notes/warrants; partial dismissal; discovery through June 2025; potential adverse financial impact .
- Listing/compliance: No new 10b5-1 trading arrangements in Q3 2024; policy prohibits derivatives; pledging risk disclosed .
Compensation Structure Analysis
- Mix and leverage: Cash base ($300k) with at-risk bonus (50% target) tied to corporate/personal goals; initial equity options ($700k fair value) with 4-year vesting aligns tenure and value creation .
- Change-in-control economics: Double-trigger acceleration for time-based equity plus extended severance in Protected Period (18 months) strengthens retention but increases potential sale-related payout; mitigated by 280G cutdown (no tax gross‑up) .
- Clawback and policies: Dodd‑Frank/Nasdaq-compliant clawback; derivative trading prohibited; pledging risks highlighted—factors that reinforce pay-for-performance and alignment .
Equity Ownership & Alignment Table
| Item | Status |
|---|---|
| Shares owned (beneficial) | Not disclosed for CEO in 2024 proxy (covers 2023 NEOs); CEO appointed in 2024 |
| Options – initial grant | $700,000 fair value; time-based vesting (25% at 1 year; monthly thereafter for 36 months) |
| Hedging/derivatives | Prohibited by policy |
| Pledging | Risks disclosed; explicit prohibition not stated |
| Ownership guidelines | Not disclosed; CEO must comply with Company policies |
| 10b5‑1 plans | None adopted/modified in Q3 2024 |
Investment Implications
- Alignment and retention: A moderate base with performance bonus and sizable time-based equity grant creates tenure-aligned incentives; double-trigger CoC terms balance retention through potential strategic transactions without shareholder-unfriendly gross-ups .
- Execution focus: Early commercialization metrics are nascent and losses remain material; scaling omnichannel distribution and doctor-dispensed channels while preserving liquidity is critical near term .
- Trading signals: No 10b5‑1 plan activity in Q3 2024; policy discourages hedging/derivatives—reducing misalignment; monitor future Form 4 filings for grant sizes, vesting, and any sales pressure as options vest .
- Risk monitoring: Going concern status and ongoing litigation are key overhangs; watch capital raises, cost discipline, and resolution of Puritan case timeline through mid-2025 .