Edward Jones
About Edward R. Jones
Edward R. Jones, MD, MBA, age 76, has served as an independent director of CytoSorbents since April 2007. He is a retired nephrologist and Clinical Professor of Medicine at Temple University Hospital, with decades of leadership in renal medicine; he holds an MD from the Medical University of South Carolina, completed residency and served as Chief Medical Resident at Temple University Hospital, trained as a fellow in the Renal and Electrolyte Section at the University of Pennsylvania, and earned an MBA in healthcare management from St. Joseph’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University Hospital | Clinical Professor of Medicine | Since 1985 | Academic leadership in renal physiology and patient care |
| Albert Einstein Medical Center; Chestnut Hill Hospital | Attending Physician (Nephrology) | Since 1985 | Clinical practice leadership |
| Delaware Valley Nephrology & Hypertension Associates | President (former) | Retired Jun 30, 2018 | Practice leadership and operations |
| Renal Physicians Association (RPA) | President; Counselor | Mar 2009 – Mar 2011 | National specialty leadership and advocacy |
| Kidney Care Partners | Chairman (former) | Not disclosed | Policy and stakeholder coordination in kidney care |
| National Kidney Foundation of the Delaware Valley | Board Member (former) | Not disclosed | Non-profit governance in nephrology |
External Roles
| Organization | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Renal Physicians Association | President; Counselor | No | National professional association leadership |
| National Kidney Foundation (Delaware Valley) | Board Member (former) | No | Non-profit governance |
| Kidney Care Partners | Chairman (former) | No | Coalition leadership |
| Other public company boards (past 5 years) | — | None disclosed | No public boards listed for Dr. Jones in past five years |
Board Governance
- Independence: The Board determined Dr. Jones is independent under Nasdaq listing standards .
- Board leadership: Independent, non-executive Chairman is Michael Bator; executive sessions of independent directors are chaired by the Chairman .
- Attendance: In 2024, the Board met 15 times; no incumbent director attended fewer than 75% of Board and committee meetings. Audit Committee met six times (all members attended). Nominating & Corporate Governance Committee met once (all members attended) .
| Committee | Role | Chair? | 2024 Meetings | Attendance | Notes |
|---|---|---|---|---|---|
| Audit Committee | Member | No | 6 | All members attended | Chair: Alan D. Sobel; Sobel is the audit committee financial expert |
| Nominating & Corporate Governance | Member | No | 1 | All members attended | Chair: Alan D. Sobel |
| Compensation Committee | Not a member | — | — | — | Members: Michael Bator (Chair), Jiny Kim |
Fixed Compensation
Policy framework (effective Jan 1, 2023):
- Annual cash retainer (non-employee directors): $38,584
- Committee membership fees: +$13,299 per committee (non-chair); Chair fees: +$26,458 per committee chair
- Chairman of the Board retainer: $77,168
- Expense reimbursement and annual equity grant eligibility
| Year | Fees Earned (Cash) | Committee Fees Included | Meeting Fees | Total Cash | Source |
|---|---|---|---|---|---|
| 2024 | $65,042 | Yes (Audit + Nominating) | Not disclosed | $65,042 | |
| 2023 | $55,120 | Yes | Not disclosed | $55,120 |
Performance Compensation
Directors receive annual equity grants (options; no RSU grants disclosed for Dr. Jones in 2024). No performance metrics tied to director compensation are disclosed (director equity is time-vested).
| Grant Date | Award Type | Shares | Strike | Expiration | Vesting | Grant Date FV |
|---|---|---|---|---|---|---|
| Apr 2, 2024 | Stock Options | 22,000 | $0.9550 | Apr 2, 2034 | Vests in four equal quarterly installments over 1 year | $14,160 |
| Jul 7, 2023 | Stock Options | 20,000 | $3.53 | Jul 7, 2033 | Vests in full on first anniversary of award date | $46,814 |
Policy notes
- Annual equity grant eligibility for directors; no director-specific performance/formula metrics disclosed; vesting schedules consistent with time-based vesting .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; no interlocks reported |
Expertise & Qualifications
- Clinical nephrology expertise; academic leadership; authored/co-authored ~30 chapters, articles, and abstracts on kidney-related illnesses .
- Healthcare management credentials (MBA), leadership roles in national renal organizations .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Apr 17, 2025 | 170,590 | <1% | 19,534 Common; 2,631 Series B right warrants; 148,425 options exercisable within 60 days |
| Apr 12, 2024 | 134,590 | <1% | 19,534 Common; 2,631 warrants; 112,425 options currently exercisable |
- Hedging and pledging of company stock are prohibited for directors, strengthening alignment with shareholders .
Say-on-Pay & Shareholder Voting Outcomes (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Edward R. Jones | 19,790,544 | 2,791,100 | 69,910 | 17,419,927 |
| Say-on-Pay (NEO compensation) | 18,189,951 | 1,720,512 | 2,741,091 | 17,419,927 |
| Auditor Ratification | 39,485,868 | 553,680 | 31,933 | — |
Governance Assessment
- Board effectiveness: Dr. Jones brings deep domain expertise in nephrology and academic medicine, with consistent committee participation (Audit; Nominating) and solid attendance; independence affirmed by Nasdaq standards .
- Ownership alignment: Beneficial ownership is <1%; however, hedging/pledging prohibitions and annual equity grants support alignment. There are no disclosed director stock ownership guidelines, and none disclosed regarding compliance against any guidelines (gap) .
- Compensation structure: 2024 total director comp declined versus 2023 due to lower option fair value; compensation is primarily cash retainer plus time-vested options; no performance metrics tied to director pay disclosed (neutral) .
- Conflicts/related parties: No related party transactions reported in 2024 or 2023; Audit Committee oversees related-person transaction policy (positive) .
- Risk indicators:
- RED FLAG: Company-wide “Compensation Recovery Policy” not implemented for retroactive adjustments to incentive compensation (applies to executives; lack of a broader clawback policy is shareholder-unfriendly relative to evolving best practices) .
- Tenure: Long board tenure since 2007 may prompt investor scrutiny of independence over extended periods, though independence is affirmed and committee roles are active .
- Shareholder support: Dr. Jones’ 2025 re-election received materially higher “For” votes than “Against,” and Say-on-Pay passed, indicating acceptable investor confidence levels (numbers above) .