Efthymios Deliargyris
About Efthymios Deliargyris
Efthymios N. Deliargyris, MD is Chief Medical Officer of CytoSorbents, serving since May 1, 2020; he is a triple board‑certified interventional cardiologist with prior leadership roles in industry and academia. Age 56; education includes an MD from the Kapodistrian University of Athens, residency at Tufts University School of Medicine, and fellowships in cardiology and interventional cardiology at the University of North Carolina at Chapel Hill . Company performance context: TSR based on a fixed $100 investment declined to $16.70 in 2024 (from $28.44 in 2022), with 2024 net loss of $20.7m . CytoSorbents’ revenue was $35.6m in FY2024 with EBITDA of -$15.2m, reflecting ongoing investment and regulatory milestones ahead for DrugSorb-ATR; see table below for multi‑year trends.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PLx Pharma Inc. (NASDAQ: PLXP) | Chief Medical Officer | Aug 2018 – Apr 2020 | Senior clinical leadership for cardiovascular-focused biotech |
| The Medicines Company | Global Medical Lead, Cardiovascular Franchise | 2012 – 2017 | Led global medical strategy, medical affairs, late-stage R&D for CV franchise |
| Athens Medical Center (Greece) | Chief, Cardiology and Interventional Cardiology | 2004 – 2010 | Department leadership, interventional cardiology practice |
| Wake Forest University | Assistant Professor of Cardiology; Director, IVUS Lab | 2001 – 2004 | Academic leadership and intravascular ultrasound laboratory direction |
External Roles
| Organization | Role | Years | Scope/Impact |
|---|---|---|---|
| Science and Strategy Consulting Group | Founder and Managing Director | Not disclosed | Scientific, regulatory, strategy and commercialization consulting in cardiovascular |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 363,336 | Voluntary 15% base salary reduction (Apr 1–Dec 31, 2024) under cost‑cutting program; base restored Jan 1, 2025 |
| 2023 | 408,100 | Salary freeze and cash conservation noted by Compensation Committee |
- Perquisites: Annual car allowance of $12,500 (employment agreement); All Other Compensation for 2024 shows $12,500 .
- 2024 voluntary salary reduction offset by a one‑time option grant equal in value to foregone salary (strike $0.95), vesting Jan 31, 2025 .
Performance Compensation
Annual Cash Bonus (Discretionary)
| Year | Bonus ($) | Metric Framework | Weighting | Targets | Actual vs Target | Payout Timing |
|---|---|---|---|---|---|---|
| 2024 | 162,985 | Discretionary; considers revenue growth, clinical trial progress, business development, cost containment, and individual performance | Not disclosed | Not disclosed | Not disclosed | Approved Feb 2025 |
| 2023 | 114,778 (plus $50,000 STAR‑T milestone) | As above; plus specific STAR‑T clinical milestone component | Not disclosed | Not disclosed | STAR‑T milestone achieved | 2023 bonus approved; $50k milestone paid |
The Compensation Committee uses a holistic scorecard; no formal weights/targets disclosed. 2023 bonuses were approved but initially deferred pending capital raise; payment was approved in Jan 2025 following a rights offering .
Equity Awards Granted in 2024 (Alignment and Retention)
| Grant Date | Instrument | Shares/Options (#) | Strike ($) | Vesting Schedule | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/29/2024 | Nonqualified Options (salary reduction) | 47,088 | 0.95 | 100% vests Jan 31, 2025 | 30,822 |
| 4/2/2024 | RSUs | 61,000 | — | 50% on 4/2/2025; 50% on 4/2/2026 | 58,255 |
| 4/2/2024 | Options (time‑based) | 86,000 | 0.955 | 50% on 4/2/2025; 25% on 4/2/2026; 25% on 4/2/2027 | 58,810 |
| 10/4/2024 | Options (regulatory milestone – FDA) | 100,000 | 1.19 | Vests in full upon FDA clearance/approval of DrugSorb‑ATR by 6/30/2026 | 84,489 |
| 10/4/2024 | Options (regulatory milestone – Health Canada) | 50,000 | 1.19 | Vests in full upon Health Canada clearance/approval by 6/30/2026 | 42,245 |
Regulatory milestone options directly link pay to DrugSorb‑ATR approvals (FDA/Health Canada) by June 30, 2026, aligning incentives with value‑creating catalysts .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 547,705 shares (includes holdings below) |
| Breakdown | 170,240 common; 24,127 Series B right warrants; 353,338 options exercisable within 60 days |
| Ownership % of outstanding | Less than 1% (62,610,376 shares outstanding) |
| Unvested RSUs (12/31/2024) | 254,334 units; market/payout value $231,444 at $0.91 close |
| Hedging/pledging | Prohibited for executives and directors (policy) |
| Stock ownership guidelines | Not disclosed in proxy |
Vesting and potential supply overhang:
- 1/31/2025: 47,088 options from salary reduction vested .
- 4/2/2025 and 4/2/2026: RSU tranches (30,500 each) and option tranches (per schedule) vest .
- Upon FDA or Health Canada approval of DrugSorb‑ATR by 6/30/2026: 100,000 + 50,000 milestone options vest immediately .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Executive employment agreement dated April 9, 2020; effective May 18, 2020; auto‑renews for one‑year terms unless 60‑day notice of non‑renewal |
| Base pay/perqs | Base salary per year as set by Compensation Committee; car allowance $12,500 per year |
| Severance (no change‑in‑control) | If terminated without cause, for good reason, death or disability: 6 months’ base salary plus 3 weeks per full year of service; up to 12 months COBRA; pro‑rated target bonus; time‑based equity vests (but RSUs that vest only on change‑in‑control do not) |
| Change‑in‑control (CoC) severance | If terminated without cause or resigns for good reason within 12 months post‑CoC: 12 months’ base salary; up to 12 months COBRA; pro‑rated bonus; all equity vests (including CoC‑only RSUs) |
| Clawback | Company has not implemented a compensation recovery policy for restatements (no clawback) |
| Hedging/Pledging | Prohibited for all executives |
Potential Payments (Assuming 12/31/2024 Termination)
| Scenario | Severance ($) | Health Benefits ($) | RSUs Accelerated ($) | Total ($) |
|---|---|---|---|---|
| Termination following Change of Control | 408,100 | 24,228 | 231,444 | 663,772 |
| Termination without Cause / Good Reason | 298,227 | 24,228 | 72,194 | 394,649 |
Performance & Track Record
Company Pay vs. Performance Context
| Year | Value of $100 Investment (TSR) | Net Income/(Loss) ($) |
|---|---|---|
| 2022 | 28.44 | (32,812,583) |
| 2023 | 20.37 | (28,233,242) |
| 2024 | 16.70 | (20,718,957) |
Company Operating Trends (for context)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($) | 41,004,601* | 43,165,527* | 34,688,809* | 31,084,953* | 35,594,520* |
| EBITDA ($) | (9,709,546)* | (22,013,167)* | (30,003,258)* | (30,489,554)* | (15,215,835)* |
*Values retrieved from S&P Global.
Related Party Transactions and Governance Notes
- No related party transactions reported in 2024; Audit Committee reviews/approves any such transactions per policy .
- Compensation Committee comprised of independent directors; used competitive data; deferred executive and board comp review in 2024 .
- Say‑on‑pay on agenda annually; no historical vote outcomes disclosed in the 2025 proxy .
Compensation Structure Analysis
- Year-over-year mix: 2024 emphasized equity with time‑based RSUs and options, plus milestone options tied to DrugSorb‑ATR approvals; cash bonuses remained discretionary .
- Shift/risk: Introduction of regulatory milestone options increases at‑risk pay tied to binary catalysts (FDA/Health Canada) .
- Guaranteed vs at‑risk: Participation in voluntary salary reduction swapped cash for options, signaling cash conservation and incentive alignment; salaries restored in 2025 .
- Clawback: Absence of a compensation recovery policy is a governance red flag versus evolving best practices .
- Change‑in‑control: Equity accelerates upon CoC (single‑trigger for equity), while severance requires termination within 12 months (double‑trigger cash), which can weaken long‑term retention upon a sale .
Investment Implications
- Alignment to catalysts: Large 2024 milestone option grants vest only upon DrugSorb‑ATR approvals by 6/30/2026, aligning the CMO’s upside to key regulatory events; positive outcomes could trigger immediate equity vesting and potential incremental insider supply .
- Near‑term selling pressure: Vesting dates on 1/31/2025 (salary‑reduction options) and on 4/2/2025/2026/2027 (time‑based RSUs/options) could create predictable windows of incremental insider liquidity subject to trading policies .
- Retention risk: CoC equity acceleration (single‑trigger) may reduce post‑deal retention; however, double‑trigger severance helps preserve negotiating neutrality. Absence of a clawback policy is a governance drawback relative to peers .
- Pay for performance: Bonuses are discretionary against operational metrics (revenue, clinical, BD, cost control) without disclosed weights/targets, which can reduce transparency of pay‑performance alignment; however, the 2024 milestone option design directly ties a material portion of equity to execution on regulatory pathways .