Daniel Goldberger
electroCoreAbout Daniel Goldberger
Daniel S. Goldberger, 66, has served as electroCore’s Chief Executive Officer and a director since October 2019; he holds a B.S. in Mechanical Engineering from MIT and an M.S. in Mechanical Engineering from Stanford University . Under his tenure, the company’s Total Shareholder Return (value of initial $100) moved from $44.16 (FY2022) to $185.47 (FY2024), while net loss improved from $(22.162) million (FY2022) to $(11.886) million (FY2024) . He is not an independent director; the Board is majority independent and led by an independent Chair, mitigating dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Synergy Disc Replacement Inc. | Chief Executive Officer | Jan 2018 – Sep 2019 | Led commercialization of proprietary cervical total disc implant . |
| Milestone Medical, Inc. | Chief Executive Officer | Jul 2017 – Sep 2017 | Short-term CEO assignment in medical devices . |
| Xtant Medical Holdings, Inc. | Chief Executive Officer | Aug 2013 – Jan 2017 | Turnaround/execution in orthopedic and spine devices . |
| Sound Surgical Technologies LLC | Chief Executive Officer | Apr 2007 – Feb 2013 | Operated and later sold body-contouring tech business . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Koru Medical Systems | Director; Executive Chairman | Director: Apr 2017 – May 2022; Exec Chair: Aug 2017 – Sep 2019 | Infusion pump systems company . |
| Xtant Medical Holdings, Inc.; Sound Surgical; Xcorporeal; Theragen, Inc.; Glucon | Director (various) | N/A (not disclosed) | Prior board service across medtech companies . |
Fixed Compensation
| CEO Compensation ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 556,500 | 601,018 | 631,071 |
| Bonus (cash) | 278,250 | 420,714 | 473,250 |
| Stock Awards (RSUs) | — | 230,000 | 486,000 |
| Option Awards | 136,912 | — | — |
| All Other Comp | 25,943 | 29,601 | 28,264 |
| Total | 997,605 | 1,281,333 | 1,618,585 |
Notes:
- Options relinquished by CEO on April 17, 2023 (grants from 2019, 2021, 2022) .
Performance Compensation
- Design: Annual bonuses are discretionary and based on a mix of company and individual objectives; no fixed weighting disclosed . Target bonus set at up to 70% of base salary for 2024, with an additional 5% contingent on achieving cash flow breakeven in 2H 2025 (as set in January 2025) . Clawback policy adopted per Nasdaq rules .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target bonus % (CEO) | Not disclosed | Not disclosed | Up to 70% of base; +5% tied to 2H25 CF breakeven |
| Cash bonus paid ($) | 278,250 | 420,714 | 473,250 |
| Performance metrics used | Discretionary; individual and company priorities | Discretionary; individual and company priorities | Discretionary; individual/company priorities |
| Equity granted | Options (see above) | RSUs 50,000 (8/4/23) | RSUs 75,000 (1/16/24) |
Vesting and vesting-linked terms:
- RSU 50,000 (grant 8/4/2023): Vests one-third annually over 3 years; double‑trigger acceleration upon change in control per Executive Severance Policy .
- RSU 75,000 (grant 1/16/2024): Vests one-third annually over 3 years; double‑trigger acceleration .
- RSU 40,000 (grant 1/18/2025): Vests one-third annually over 3 years; double‑trigger acceleration .
Equity Ownership & Alignment
| Beneficial Ownership as of 7/10/2025 | Amount |
|---|---|
| Total beneficial ownership (shares) | 228,646 |
| Ownership % of outstanding | 3.0% |
| Components | 167,232 common; 16,667 RSUs; 44,747 warrants |
Unvested award value (as of 12/31/2024, stock price $16.21):
- 33,333 RSUs from 8/4/2023 valued at $540,328 .
- 75,000 RSUs from 1/16/2024 valued at $1,215,750 .
Policies/signals:
- Hedging is prohibited by insider trading policy (collars/swaps/forwards) .
- No pledging of shares is disclosed in ownership tables/footnotes .
- Insider alignment: CEO invested $225,000 (Aug 2, 2023) and $250,000 (May/June 2024) in company financings, purchasing common and warrants alongside directors .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; offer letter governs, plus Executive Severance Policy . |
| Base salary | 2023: $601,020; 2024: $631,071; 2025: $669,000 . |
| Target bonus (CEO) | 2024: up to 70% of base; additional 5% contingent on 2H25 cash flow breakeven (set Jan 2025) . |
| Long-term incentives | RSUs granted 8/4/2023 (50k), 1/16/2024 (75k), 1/18/2025 (40k); 1/3 vesting per year; CIC double-trigger acceleration . |
| Clawback | Recovery policy adopted under Nasdaq rules . |
Severance and Change-of-Control Economics (Executive Severance Policy):
- Termination without cause / resignation for good reason (non‑CIC): CEO receives 12 months base salary plus target bonus (paid over 12 months), prior-year accrued bonus, pro‑rated in-year bonus (if employed >6 months), and COBRA reimbursement during severance period .
- Double‑trigger within 2 years post‑CIC: Lump sum equal to 1.5x (base + target bonus) for CEO, COBRA reimbursement during 18‑month severance period, full vesting acceleration of all outstanding equity; option exercise windows extended up to 150 days (or earlier original expiry) .
Board Governance & Roles
- Board service history: Director since Oct 2019; nominated as Class I director up for election at the 2025 Annual Meeting (term through 2027 if declassification passes) .
- Committee roles: None disclosed for CEO; Board committees comprised of independent directors (Audit; Compensation; Nominating & Governance) .
- Independence/leadership: Goldberger is not independent; the Board has an independent Chairman (F. Peter Cuneo) and a majority of independent directors .
- Attendance: Board met seven times in 2024; each director attended ≥75% of Board/committee meetings .
- Declassification: Board seeks to declassify, moving to annual elections by 2027, enhancing accountability .
Pay vs. Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $44.16 | $68.08 | $185.47 |
| Net Income (Loss) ($) | (22,162,000) | (18,834,000) | (11,886,000) |
| CEO “Compensation Actually Paid” ($) | 796,729 | 1,337,859 | 2,689,668 |
Related Party Transactions (signal checks)
| Date | Participant | Investment | Securities |
|---|---|---|---|
| Aug 2, 2023 | Daniel S. Goldberger | $225,000 | 50,991 common + 25,495 warrants (private placement concurrent with registered direct) . |
| May/Jun 2024 | Daniel S. Goldberger | $250,000 | 38,505 common + 19,252 warrants (private placement) . |
Risk Indicators & Red Flags
- Clawback policy in place; Committee did not engage external compensation consultants in 2023–2024 (reduces risk of advisor conflicts but may limit benchmarking rigor) .
- Material weakness in vendor management identified as of 9/30/2023; remediated with no misstatements or restatements; auditor transition to CBIZ CPAs in 2025 after Marcum’s attest business acquisition .
Investment Implications
- Alignment: CEO holds ~3.0% beneficial stake and has participated in insider-led financings (2023–2024), signaling confidence; hedging is prohibited and no pledging is disclosed .
- Incentive mix: Shift from options (relinquished 2023) to multi-year RSUs in 2023–2025 lowers risk and increases certainty; double-trigger CIC acceleration and 1.5x CIC multiple create meaningful retention hooks around strategic events .
- Performance linkage: Bonuses are largely discretionary with a 2024 target of 70% of base and an additional 5% tied to achieving 2H25 cash flow breakeven—introducing a clearer operating cash metric without rigid weighting .
- Governance: Independent chair and declassification initiative trend positively for accountability; CEO is a non‑independent director but not chair, reducing dual‑role concerns .
- Watch items: Discretionary bonus structure (limited metric disclosure); ensure continued internal control rigor post-remediation and smooth auditor transition .
Citations: All facts, numbers, and dates above are sourced from ECOR’s DEF 14A proxy statements: 2025 DEF 14A [1:xx] and 2024 DEF 14A [2:xx].