Joerg Grasser
About Joerg Grasser
Joerg Grasser is Chief Financial Officer of CV Sciences, Inc., appointed March 15, 2019 (previously Chief Accounting Officer from December 26, 2018). He is 50 years old, holds an MBA from the Keller Graduate School of Management, a BA from the University of Regensburg, and is a Certified Public Accountant. Prior roles include Controller at Ballast Point (Constellation Brands) and senior finance roles at Sequenom and Peregrine Semiconductor; he began his career at KPMG LLP, advancing to senior audit manager . During 2024, CV Sciences’ pay-versus-performance disclosure shows TSR declined from $33.33 to $25.00 on a $100 base (≈−25%), and net income swung to a $2.394M loss (from $3.102M profit in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ballast Point Brewing Company (Constellation Brands) | Controller | 2015–2018 | Led accounting/finance, reporting and operational support during period of integration and operations within Constellation |
| Sequenom, Inc. | Senior Director of Accounting | 2014–2015 | Oversight of accounting and reporting in life sciences diagnostics |
| Peregrine Semiconductor Corporation | Advanced to Director, Financial Planning & Reporting | 2010–2014 | FP&A leadership supporting a fabless semiconductor business |
| KPMG LLP | Audit and IT Advisory; Senior Audit Manager | Not disclosed | Public company audit and IT advisory experience |
External Roles
No external public-company directorships or external roles disclosed in the company’s filings .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 235,000 | 20% | 0 (no bonuses paid for 2024) |
| 2023 | 235,000 | 20% | 0 (no bonuses paid for 2023) |
Notes:
- Company states annual cash incentive program uses corporate and individual objectives; none were earned/paid for 2023–2024 given company performance .
- Portions of executive cash compensation earned prior to Sept 30, 2022 were deferred; no hedging/offsetting policy is in place .
Performance Compensation
Annual Cash Incentive (Short-term)
| Year | Metric focus | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Corporate and individual objectives (specific metrics not disclosed) | Not disclosed | 20% of salary | Not achieved | 0 | N/A |
| 2023 | Corporate and individual objectives (specific metrics not disclosed) | Not disclosed | 20% of salary | Not achieved | 0 | N/A |
Equity Awards (Long-term)
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Grant-Date FV (Option Awards $) |
|---|---|---|---|---|---|---|
| Mar 15, 2023 | Stock Options | 1,250,000 | $0.04 | Time-based; see outstanding awards below | Mar 14, 2033 | 45,040 (FY23 expense) |
| Jun 20, 2024 | Stock Options | 2,350,000 | $0.05 (proxy) ; Form 4 shows $0.054 | 36 equal monthly installments from 6/20/2024 | Jun 19, 2034 | 115,988 (FY24 expense) |
| Feb 18, 2025 | Stock Options | 2,350,000 | $0.0375 | 36 equal monthly installments from 2/18/2025 | Feb 17, 2035 | N/A |
Vesting schedules and insider trading context:
- 6/20/2024 grant vests monthly over 36 months; no vesting at grant; unvested portions do not vest post-termination .
- 2/18/2025 grant vests monthly over 36 months with similar terms .
- No insider sales disclosed in these forms; they reflect option grants/acquisitions .
Outstanding equity at FY-end 2024:
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 3/15/2023 Options | 729,167 | 520,833 | $0.04 | 3/14/2033 |
| 6/20/2024 Options | 391,667 | 1,958,333 | $0.05 | 6/19/2034 |
Equity Ownership & Alignment
| As of | Common Shares Owned | Options Exercisable or Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding | Source |
|---|---|---|---|---|---|
| Mar 31, 2025 | 15,000 | 1,816,667 | 1,831,667 | <1% | |
| Mar 31, 2024 | 15,000 | 486,111 | 501,111 | <1% |
Additional alignment factors:
- No stock ownership guidelines disclosed for executives; company states it does not have hedging or offsetting practices for decreases in equity value .
- No pledging disclosures identified; no related-party transactions involving Grasser reported for last two fiscal years .
Employment Terms
- Term and Compensation: CFO Agreement continues through June 20, 2027; base salary $235,000; eligible for annual bonus at 20% of base salary at Board discretion; eligible for equity awards under the 2023 Equity Incentive Plan .
- Termination Without Cause or Resignation for Good Reason: Company pays all unpaid deferred compensation and continues paying salary, benefits, earned bonuses and other compensation through contract end, but not less than one year post-termination; equity remains in force and accelerates to the extent not vested .
- Termination for Cause or Voluntary Resignation (without good reason): Pay through termination date and unpaid deferred compensation; no severance; unvested equity terminates .
- Change-of-Control: Upon termination upon consummation of a change of control, lump-sum cash payment equal to two times base salary, plus amounts then due; no additional severance or bonuses; equity treatment per agreement terms (COC provision itself does not add equity acceleration for Grasser beyond the general without cause/good reason acceleration) .
- Defined “Cause” and “Good Reason”: As specified in proxy (fraud, material breach, gross negligence, felony, etc. for cause; adverse change in duties, reduction in salary, loss of benefits, material breach for good reason) .
- Insider Trading Policy: Company adopted an insider trading policy (filed with 10-K on March 27, 2025) .
Performance & Track Record
Pay-versus-Performance snapshot
| Year | TSR value of $100 investment | Net income (loss) ($) |
|---|---|---|
| 2022 | 25.00 | (8,214,000) |
| 2023 | 33.33 | 3,102,000 |
| 2024 | 25.00 | (2,394,000) |
Company operating trends (annual)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 53,696,000* | 24,429,000* | 20,048,000* | 16,205,000* | 16,004,000* | 15,705,000* |
| EBITDA ($) | (5,408,000)* | (21,720,000)* | (12,260,000)* | (7,137,000)* | 3,846,000* | (840,000)* |
| Net Income ($) | (16,610,000)* | (22,284,000)* | (15,554,000)* | (9,134,000)* | 3,102,000* | (2,394,000)* |
Values retrieved from S&P Global.*
Compensation Governance context
- Compensation Committee members: Dr. Jamie Corroon and Bill McCorkle; no compensation consultant engaged in 2024 (Radford advised in 2019) .
- In 2020, selected options (including those held by executives) were repriced (exercise prices reduced; no other terms modified), a governance red flag often interpreted as reducing at-risk nature of equity .
Director/Committee Items (context)
- Grasser is not a director. Board committees are Audit, Compensation, and Nominating; Compensation Committee composition detailed above .
Related Party Transactions
- Company discloses no related-party transactions since January 1, 2022 that met disclosure thresholds .
Investment Implications
- Pay-for-performance alignment: Cash incentive targets exist but have paid $0 for 2023–2024, indicating a willingness to zero out bonuses when performance falls short. However, lack of disclosed quantitative annual metrics and no anti-hedging policy are governance gaps for alignment analysis .
- Equity-driven retention and supply overhang: Two large option grants (2.35M in 2024; 2.35M in 2025) vest monthly over 36 months, creating a steady stream of potential selling pressure and dilution risk; exercise prices are low ($0.05 proxy/$0.054 Form 4 in 2024; $0.0375 in 2025). This structure strongly ties upside to share appreciation while spreading vesting (and potential supply) over three years .
- Retention and change-of-control economics: The CFO Agreement provides robust protection—if terminated without cause/good reason, pay continues through contract end (but at least one year) and equity accelerates; change-of-control termination yields 2x salary cash. This reduces near-term flight risk but could encourage event-driven outcomes if equity becomes valuable .
- Track record and execution risk: TSR volatility and the 2024 net loss, after 2023 profitability, underscore ongoing execution risk. Option repricing history (2020) and absence of anti-hedging policy are additional governance red flags to monitor .
- Ownership alignment: Grasser’s beneficial ownership is <1% of shares outstanding (1.83M including options within 60 days), providing equity exposure but not control influence .