Vincent Capponi
About Vincent Capponi
Vincent J. Capponi, MS, is President and Chief Operating Officer of CytoSorbents; he joined the company in 2002 as VP of Operations, became COO in 2005, and President/COO in April 2020. He is 67 years old and holds an MS in Chemistry and BS in Chemistry and Microbiology from Bowling Green State University . Company TSR has trended lower over the last three years (value of initial $100: 2022=$28.44; 2023=$20.37; 2024=$16.70) while revenue rebounded in 2024 and EBITDA losses narrowed materially; key regulatory milestones in 2024 included FDA De Novo submission (accepted for substantive review) for DrugSorb-ATR and MDSAP certification/Health Canada MDL submission .
Performance snapshot
- 3-yr TSR (initial $100): $28.44 (2022), $20.37 (2023), $16.70 (2024)
- 2024 regulatory milestones: FDA De Novo submission and review acceptance; MDSAP and Canada MDL submission for DrugSorb-ATR
Financial trends (FY, USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues | $34.69M* | $31.08M* | $35.59M* |
| EBITDA | -$30.00M* | -$30.49M* | -$15.22M* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CytoSorbents | VP Operations; COO; President & COO | 2002–present; COO since 2005; President/COO since 2020 | Scaled operations; executive leadership of manufacturing/operations; promoted to President/COO |
| Sabratek | VP Operations; SVP & COO | 1996–1998; 1998–2000 | Senior operations leadership at a medical device company |
| GDS Diagnostics (Sabratek diagnostics division) | Interim President | 2001 | Division leadership |
| Upjohn; Sims Deltec | Management roles | N/A | Early-career device/pharma operating experience |
External Roles
No public company board seats or external directorships are disclosed for Mr. Capponi in the proxy biography .
Fixed Compensation
Base salary and cash elements
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $424,000 | $424,000 | $377,523 (voluntary reduction of ~11% for 4/1/24–12/31/24) |
| Cash Bonus | $28,620 | $119,250 (approved; 2023 payments were deferred until capital raise) | — (Comp Committee approved 2024 bonuses in Feb 2025; amounts not disclosed in SCT) |
| Perquisites | — | — | — (no significant perquisites for NEOs) |
Notes:
- 2024 voluntary salary reduction program exchanged a portion of salary for make-whole nonqualified stock options (vested Jan 31, 2025) to conserve cash .
Total compensation (SCT)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $424,000 | $424,000 | $377,523 |
| Cash Bonus | $28,620 | $119,250 | — |
| Stock Awards (RSUs) | $134,550 | $257,690 | $169,335 |
| Option Awards | $398,765 | $311,315 | $227,824 |
| All Other Compensation | — | — | — |
| Total | $985,935 | $1,112,255 | $852,037 |
Performance Compensation
Annual incentive framework (cash bonus)
- Structure: Discretionary bonuses tied to company plan and milestones; factors include revenue growth, clinical trial progress, business development achievements, cost containment, and individual performance .
- 2023: Bonuses approved but cash payout deferred until the January 2025 rights offering; ultimately approved in Jan 2025 .
- 2024: Bonuses approved in February 2025; amounts not disclosed in 2024 SCT .
Long-term incentives (2024 grants)
| Grant Type | Grant Date | Shares/Options | Strike | Vesting | Performance Trigger | Expiration |
|---|---|---|---|---|---|---|
| Nonqualified Options (salary reduction “make-whole”) | 3/29/2024 | 48,923 | $0.95 | 100% on 1/31/2025 | — | 3/29/2034 |
| RSUs | 4/2/2024 | 81,000 | — | 50% on 1st anniv; 50% on 2nd anniv | — | N/A |
| ISO | 4/2/2024 | 101,000 | $0.9550 | 50% yr 1; 25% yr 2; 25% yr 3 | — | 4/2/2034 |
| Options (FDA performance) | 10/4/2024 | 100,000 | $1.19 | 100% on approval | FDA clearance/approval of DrugSorb-ATR before 6/30/2026 | 10/4/2034 |
| Options (Health Canada performance) | 10/4/2024 | 50,000 | $1.19 | 100% on approval | Health Canada clearance/approval of DrugSorb-ATR before 6/30/2026 | 10/4/2034 |
Vesting/realization (2024)
| Item | 2024 Vested | Value on Vest |
|---|---|---|
| RSUs vested (shares) | 71,667 | $68,384 |
| Options exercised | — | — |
Equity Ownership & Alignment
Beneficial ownership and breakdown
| As-of Date | Total Beneficial Ownership | % Outstanding | Common Shares | Warrants | Options Exercisable ≤60 days |
|---|---|---|---|---|---|
| 4/12/2024 (54,306,415 SO) | 780,172 | 1.4% | 281,134 | 6,578 | 492,460 |
| 4/17/2025 (62,610,376 SO) | 1,708,747 | 1.7% | 386,886 | 18,578 | 673,283 |
Unvested equity at year-end
| As-of Date | Unvested RSUs (units) | Market/Pay-out Value |
|---|---|---|
| 12/31/2023 | 303,001 | $336,331 (at $1.11) |
| 12/31/2024 | 312,334 | $284,224 (at $0.91) |
Option moneyness at 12/31/2024: With a $0.91 close, Capponi’s outstanding options had no intrinsic value (reflected as zero in termination valuation tables) .
Alignment policies
- Hedging and pledging of company stock by executives/directors is prohibited .
- No clawback (compensation recovery) policy implemented as of the 2025 proxy .
Employment Terms
Key agreement terms
- Contract: Amended and restated executive employment agreement dated July 30, 2019; initial term ended 12/31/2021, auto-renews for successive one-year terms unless notice given ≥60 days before renewal .
- Position: President & COO (agreement originally noted as COO); benefits include standard company plans and bonus eligibility .
Severance and change-in-control (as disclosed)
- Change of Control (termination without cause or resignation for Good Reason within 12 months post-CoC): Lump-sum cash equal to 18 months base salary; 12 months COBRA premiums; pro-rated bonus for year of termination; full equity vesting upon Change of Control (including RSUs that vest only upon a change of control) .
- Termination without Cause / for Good Reason (non-CoC): 15 months base salary; 12 months COBRA; pro-rated target bonus for year of termination; accelerated vesting of time-based equity (excludes RSUs that vest solely on change of control) .
Illustrative payout amounts (as of 12/31/2024)
| Scenario | Severance Cash | Health (COBRA) | Stock Options | RSUs | Total |
|---|---|---|---|---|---|
| Change of Control + qualifying termination | $636,000 | $19,672 | — | $284,224 | $939,896 |
| Without Cause / Good Reason (non-CoC) | $530,000 | $19,672 | — | $95,854 | $645,526 |
Additional terms
- “Good Reason” includes material pay cut, adverse role change, breach, or relocation >30 miles increasing commute .
- No excise tax or 409A gross-up benefits disclosed for named executive officers .
Investment Implications
- Pay-for-performance alignment improving: 2024 saw a material mix toward equity with (i) salary reductions offset by one-time options and (ii) new performance-vesting options tied to FDA/Health Canada approvals—directly aligned with pivotal regulatory catalysts for DrugSorb-ATR .
- Near-term selling/overhang considerations: The make-whole options vested on Jan 31, 2025, and time-based awards from April 2024 begin vesting on 4/2/2025 and 4/2/2026, adding potential incremental liquidity; no option exercises occurred in 2024, and 71,667 RSUs vested in 2024 .
- Governance risk flags: Single-trigger equity acceleration upon a change-of-control (equity vests at CoC without a termination) and absence of a clawback policy are shareholder-unfriendly relative to best practices; however, hedging and pledging are prohibited .
- Retention and runway: Cash-conserving 2024 measures suggest sensitivity to burn; severance protections (15–18 months) and multi-year vesting provide retention ballast through regulatory decision windows .
- Performance context: TSR has declined over the last three years, but 2024 operating performance showed revenue recovery and significantly improved EBITDA, which, if sustained alongside regulatory approvals, could support improved pay outcomes and lower sell pressure from underwater options . Revenues and EBITDA shown above are from S&P Global estimates.*
Appendix: Additional data
Pay vs performance (from proxy)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 based on TSR | $28.44 | $20.37 | $16.70 |
| Net Income (Loss) | $(32,812,583) | $(28,233,242) | $(20,718,957) |
Key 2024–2025 events
- Rights Offering closed Jan 2025; 2023 cash bonuses paid in Jan 2025 thereafter .
- DrugSorb-ATR De Novo accepted for substantive review; MDSAP certification; Canada MDL filed (2024) .
All citations:
Notes
- *Values retrieved from S&P Global.