Peter Mariani
About Peter Mariani
Peter J. Mariani is Chief Financial Officer of CytoSorbents (appointed August 14, 2024; age 61 as of the 2025 proxy) with over 25 years of medical device finance leadership including CFO roles at Axogen, Lensar, and Hansen Medical; prior senior finance roles at Guidant and audit experience at Ernst & Young. Education: B.S. in Accounting, Indiana University; CPA (inactive) . At Axogen, revenue grew from ~$27M to nearly $160M, capital raised ~$250M, and a long-term facility build-out executed—demonstrating scaling and execution in high-growth medtech . Company performance context (CTSO): see Revenues/EBITDA below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axogen, Inc. (NASDAQ: AXGN) | EVP & CFO (Mar 2021–Dec 2023); CFO (Mar 2016–Mar 2021) | 2016–2023 | Revenue scaled from ~$27M to ~$160M; ~$250M capital raised; expanded clinical applications; facility build-out . |
| Lensar, Inc. | CFO | Jul 2014–Jan 2016 | CFO of privately-held femtosecond laser cataract tech leader . |
| Hansen Medical, Inc. | CFO | Jun 2011–Jun 2014 | CFO of publicly traded medical robotics company . |
| Guidant Corporation | VP Finance & Admin, Guidant Japan; Corporate VP, Controller & CAO (various senior finance roles) | 1994–2006 (incl. Japan 1998–2002) | Senior finance leadership at a $3.8B cardiovascular device leader . |
| Ernst & Young, LLP | Auditor (CPA) | Early career | Diverse client base; foundational audit experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current public board roles disclosed in CTSO filings . |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base Salary | $425,000 annually under Employment Agreement (effective Aug 14, 2024) . 2024 reported salary paid: $152,019 (pro-rated post-appointment) . | |
| Target Annual Bonus | Up to 45% of base salary; contingent on annual management milestones and performance . | |
| 2024 Actual Bonus Paid | $66,340 (as reported in 2025 proxy table) . | |
| Benefits | Participation in standard employee benefit plans, PTO, reimbursement of business expenses; D&O indemnification; no specific perquisites disclosed for CFO . |
Performance Compensation
| Award Type | Grant Date | Metric | Target/Condition | Payout/Size | Vesting Mechanics | Exercise/Value Terms | Source |
|---|---|---|---|---|---|---|---|
| Time-based RSUs | Aug 14, 2024 | Service | Continuous service | 65,000 RSUs | 50% at 1-year; 50% at 2-year anniversaries of grant | Settled in shares; standard tax withholding methods permitted | . |
| Signing RSUs (CoC or time) | Aug 14, 2024 | Change in Control OR time | CoC OR 4-year anniversary | 110,000 RSUs | Vest on CoC or 4-year anniversary, with service condition | Settled in shares | . |
| Change-in-Control RSUs (CoC only) | Aug 14, 2024 | Change in Control | CoC consummation | 175,000 RSUs | Vest only upon CoC, with service condition | Settled in shares | . |
| Time-based Options | Aug 14, 2024 | Service | Continuous service | 80,000 options | 41,000 at 6 months; 13,000 at 1-, 2-, 3-year anniversaries | Exercise price reported as $0.90 in grant notice ; $0.9665 in proxy grants table ; 10-year term | |
| Performance Options (Milestone-based) | Aug 14, 2024 | FDA approval of DrugSorb | Achieved by Dec 31, 2025 | 60,000 options | Immediate vest upon milestone, service condition | Exercise price reported as $0.90 in grant notice ; $0.9665 in proxy grants table ; 10-year term . | |
| Performance Options (Milestone-based) | Aug 14, 2024 | ≥$80M annual ex-U.S. sales | Achieved by Dec 31, 2025 | 30,000 options | Immediate vest upon milestone, service condition | As above | . |
| Performance Options (Milestone-based) | Aug 14, 2024 | ≥$20M annual U.S. sales | Achieved by Dec 31, 2025 | 70,000 options | Immediate vest upon milestone, service condition | As above | . |
| Performance Options (Milestone-based) | Aug 14, 2024 | U.S. GAAP breakeven | Achieved by Dec 31, 2025 | 55,000 options | Immediate vest upon milestone, service condition | As above | . |
Notes:
- RSU settlement and tax withholding mechanics allow net share settlement or other methods, which can create selling pressure around vest dates .
- The proxy shows grant-date fair values for 2024 awards: RSUs $106,315 (110k), $62,823 (65k), $169,138 (175k); Options $55,390 (80k), $141,877 (215k) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total Beneficial Ownership | 190,238 shares (includes 116,613 Common, 32,625 Series B right warrants, 41,000 options exercisable within 60 days of Apr 17, 2025) . | |
| Ownership % of Outstanding | ~0.30% of 62,610,376 shares outstanding (calculated) . | |
| Vested vs Unvested | As of Dec 31, 2024: Unvested RSUs total 350,000 (CoC RSUs 175,000; signing RSUs 110,000; service RSUs 65,000); options unexercisable 215,000 performance + time-based in schedule (see Outstanding Equity Awards) . | |
| Options In-the-Money Value | Not disclosed; strike ~$0.90–$0.9665 vs market varies; vesting contingent on service/milestones . | |
| Pledging/Hedging | Prohibited by Insider Trading Policy; executives/Directors barred from hedging or pledging company securities . | |
| Ownership Guidelines | Not disclosed in proxy . |
Outstanding equity detail (as of Dec 31, 2024):
- Mariani: Unexercised unearned options 80,000 time-based; 215,000 performance-based; unearned RSUs 350,000; market/payout value of unearned RSUs $318,500 at $0.91 closing price .
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| Effective Date & Term | Effective Aug 14, 2024; initial term through Dec 31, 2025; auto-renews for 1-year terms unless 60 days’ non-renewal notice . | |
| Severance (No CoC) | If terminated without Cause or resigns for Good Reason: base salary continuation for 9 months plus 3 weeks per full year as CFO (cap 12 months total); COBRA premiums up to 12 months; pro-rated target bonus; service-vesting equity fully vests (excludes CoC-only RSUs and performance/milestone equity) . | |
| Severance (Change-of-Control, Double-Trigger ≤12 months after CoC) | Lump-sum 18 months’ base salary; COBRA up to 12 months; all equity fully vests (including CoC RSUs and options); 1 year to exercise options; pro-rated target bonus . | |
| Good Reason definition | Material salary reduction; relocation >50 miles increasing commute; material breach; material adverse change in title/duties; cure periods apply . | |
| Non-compete | Restricted period is longer of 9 months or the months of severance entitlement (up to 12 months); applies to polymeric sorbents blood purification competitive space . | |
| Non-solicit (Employees/Customers) | Employee non-solicit for Restricted Period; customer non-solicit for Restricted Period with specific lookback windows . | |
| 280G (Parachute) | Cutback to 2.99x unless best-net benefit favors full payment; no gross-ups . | |
| Clawback | Company “has not implemented” a compensation recovery policy . |
Performance & Track Record Context
CTSO financial context for pay-for-performance:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $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.*
Note: CytoSorbents submitted a De Novo application for DrugSorb-ATR (U.S.) in Sept 2024; accepted for substantive review in Oct 2024; MDSAP certification and MDL application submitted to Health Canada in Nov 2024—key milestones tied to CFO’s performance option metrics .
About Vesting Schedules and Potential Selling Pressure
- Time-based options: 41,000 vest at the six-month anniversary of Aug 14, 2024; remaining 39,000 vest 13,000 each at the 1-, 2-, and 3-year anniversaries (service required) .
- Time-based RSUs: 65,000 vest 32,500 at 1-year and 32,500 at 2-year anniversaries (service required) .
- CoC RSUs: 175,000 vest only upon a Change in Control .
- Signing RSUs: 110,000 vest upon earlier of CoC or 4-year anniversary .
- Tax withholding mechanics permit share withholding/net settlement for RSU vesting, which can create episodic insider selling pressure around vest dates .
Equity Awards — Grant Terms and Discrepancy Note
- Option exercise price disclosed as $0.90 per share in the nonstatutory stock option notices (time- and performance-based) with 10-year expiration .
- Proxy grants table shows exercise/base price $0.9665 for the Aug 14, 2024 option grants used in grant-date fair value reporting . This discrepancy likely reflects valuation/reporting conventions; both are from company filings.
Employment Contracts, Severance & CoC Economics
- Strong double-trigger CoC: 18 months’ salary, full equity vest (including CoC RSUs and options) and extended option exercise window (1 year) .
- Non-CoC severance includes equity acceleration for service-vesting awards, but excludes CoC-only RSUs and performance/milestone awards—preserving at-risk pay .
- 280G best-net cutback; no excise tax gross-ups .
- Restrictive covenants (non-compete, non-solicit) align with retention objectives and IP protection .
Equity Ownership & Beneficial Interests (Breakdown)
| Category | Shares |
|---|---|
| Common Stock | 116,613 |
| Series B Right Warrants | 32,625 |
| Options exercisable within 60 days | 41,000 |
| Total Beneficial Ownership | 190,238 |
| Percent of Outstanding | ~0.30% of 62,610,376 shares (calculated) |
Governance, Policies, and Red Flags
- Hedging/Pledging: Prohibited for executives and directors; positive alignment .
- Clawback: “Not implemented” policy; negative from shareholder perspective .
- RSU and option inducement grants were outside the LTIP but governed “as if under the plan”; granted pursuant to Nasdaq 5635(c)(4) inducement framework .
- Ownership guidelines: Not disclosed .
- Related-party transactions: None disclosed for Mariani since last fiscal year .
Employment Agreements Summary (CTSO NEOs)
- CFO agreement terms summarized above; similar CoC and severance constructs exist across NEOs, with variations in months of salary continuation .
- Former CFO (Bloch) consulting arrangement facilitates transition; hourly rate $335; prior RSUs continue to vest during consulting term .
Investment Implications
- Strong pay-for-performance alignment via milestone-based options (FDA approval, sales thresholds, GAAP breakeven) and substantial CoC-only RSUs, tying compensation to value creation and strategic outcomes .
- Near-term insider selling pressure may occur around time-based RSU/option vest dates due to tax withholding and liquidity needs; watch Form 4s and blackout periods around vesting milestones .
- Double-trigger CoC provisions with full equity acceleration increase management’s incentive to pursue strategic alternatives; investors should evaluate the balance between retention and potential “golden parachute” optics (280G cutback mitigates excise tax concerns) .
- Absence of a clawback policy is a governance gap; hedging/pledging prohibitions are positive .
- Beneficial ownership is <1%, limiting direct economic alignment via ownership alone, but significant unvested equity and performance awards create forward alignment with shareholder value .
Citations: All facts above are drawn from company filings: DEF 14A 2025 ; 8-K and exhibits dated Aug 16, 2024 .
Values retrieved from S&P Global for the Revenues and EBITDA table.*