James C. Theofilos
electroCoreAbout James C. Theofilos
James C. Theofilos, 30, was appointed as a Class II director of electroCore, Inc. effective August 1, 2025, with a term lasting until the 2026 annual meeting of stockholders; on the same date he was appointed to the Audit Committee . He is a Senior Finance Manager in Microsoft’s Azure and AI division (GTM Finance Lead across AI Apps & Agents) since October 2023; prior roles included finance leadership within Microsoft’s Global Healthcare & Life Sciences Sales team and consulting as a Group Project Manager at VICI Properties Inc.; he holds an M.S. in Finance and a B.S.B.A. in Finance from Washington University in St. Louis . As a director, he signed electroCore’s Form S-3 on October 3, 2025, evidencing active board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft (Azure & AI) | Senior Finance Manager; GTM Finance Lead for AI Apps & Agents | Oct 2023 – present | AI revenue, GTM, Copilot products; exposure to healthcare AI commercialization |
| Microsoft | Finance Lead, Global Healthcare & Life Sciences Sales | Prior to Oct 2023 | Exposure to providers, payors, pharma, medtech verticals |
| VICI Properties Inc. | Group Project Manager (consultant) | Prior role | REIT project consulting experience in gaming/hospitality/wellness sectors |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Microsoft | Senior Finance Manager (Azure & AI) | Current | GTM finance lead across AI Apps & Agents; includes models, GitHub Copilot, Copilot Studio |
Board Governance
- Class and term: Appointed as a Class II director on Aug 1, 2025; term lasts until the 2026 annual meeting .
- Committee assignment: Appointed to the Audit Committee on Aug 1, 2025; no chair roles disclosed .
- Independence: Nasdaq requires a majority-independent board; audit committee members must meet Nasdaq and SEC Rule 10A‑3 independence standards. The company states its board composition complies with Nasdaq independence requirements and audit committee independence under Rule 10A‑3, with non-management executive sessions held regularly .
- Attendance: The board met seven times in 2024, and each member attended at least 75% of their meetings; Theofilos was not yet on the board in 2024 .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board Cash Retainer (non-chair) | $50,000 | Paid quarterly; no payment if not serving on payment date . |
| Audit Committee Member Retainer | $10,000 | Annual cash retainer for committee members (non-chair) . |
| Audit Committee Chair Retainer | $20,000 | Chair fee; not applicable to Theofilos unless designated . |
| Compensation Committee Member Retainer | $7,500 | Annual cash retainer (if applicable) . |
| Nominating & Governance Committee Member Retainer | $5,000 | Annual cash retainer (if applicable) . |
Payments are made in quarterly installments; travel expenses reimbursed per policy .
Performance Compensation
| Equity Award | Value | Instrument | Vesting | Terms |
|---|---|---|---|---|
| Initial Non‑Employee Director Equity Grant | $150,000 | RSUs/DSUs or options under 2018 Plan | Equal monthly vesting over 3 years; accelerated on change of control per plan . | |
| Annual Non‑Employee Director Equity Grant (non-chair) | $100,000 | RSUs/DSUs or options | 12 equal monthly installments; fully vests by 1-year anniversary or day before next annual meeting; change of control acceleration per plan . | |
| Option Characteristics | N/A | Nonstatutory options | 10-year term; strike = 100% FMV at grant; standard termination provisions per plan . |
- Pay-for-performance metrics: No director performance metrics (e.g., revenue/EBITDA/TSR) disclosed; director equity is time-based vesting under the Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| None disclosed | N/A | N/A | No other public company board service disclosed for James C. Theofilos . |
Expertise & Qualifications
- Finance and AI commercialization: GTM finance leadership across Microsoft’s AI portfolio; healthcare & life sciences finance exposure .
- Education: M.S. Finance; B.S.B.A. Finance (Washington University in St. Louis) .
- Industry exposure: Healthcare providers, payors, pharma, medtech; REIT project consulting in gaming/hospitality/wellness .
- Board skills alignment: Company’s skills matrix emphasizes diverse expertise; board leadership structure separates chair and CEO, with independent chairman and executive sessions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Source/Date |
|---|---|---|---|
| James C. Theofilos | 1,391 | 0.019% (computed using 7,466,425 shares outstanding) | |
| Theofilos family group (Charles S. Theofilos, M.D.; Kathryn Theofilos; Happy Holstein Management, LLC) | 757,044 | 9.9% | Beneficial ownership table as of July 10, 2025 |
Form 3 filed Aug 5, 2025 reports Theofilos’ initial beneficial ownership; no derivative holdings reported on that filing . Outstanding share count used from the 2025 proxy .
Insider Filings
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 5, 2025 | Reports 1,391 common shares owned directly; director status noted . |
| S‑3 Signature Page | Oct 3, 2025 | Signed as Director . |
Related-Party Exposure
| Party/Entity | Nature of Relationship/Transaction | Terms/Details |
|---|---|---|
| Happy Holstein Management, LLC (manager: Kathryn Theofilos; mother of James) | Participated in June 2024 private placement | Purchased warrants to buy up to 385,059 shares and pre‑funded warrants for 770,119 shares; registration for resale effective July 22, 2024 . |
| Theofilos family | Beneficial owners with activist intent | Schedule 13D/A added James as reporting person; group stated intent to seek changes to board/management, declassify board, and improve governance transparency . |
Governance Assessment
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Strengths
- Financial and AI expertise aligned with electroCore’s digital and commercialization ambitions; current experience at Microsoft’s AI Apps & Agents provides relevant strategic perspective .
- Audit Committee assignment indicates trust in financial oversight capabilities and compliance with independence requirements applicable to audit committees .
- Board structure emphasizes independence and risk oversight, with regular executive sessions and separation of chair/CEO roles, supporting effective governance checks .
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Potential Conflicts and RED FLAGS
- Family-related ownership and activism: Theofilos family group holds ~9.9% and has filed a Schedule 13D/A with intent to influence control and governance changes; James’ directorship alongside family holdings raises perceived conflicts in matters affecting shareholder control and related transactions (monitor recusal practices) .
- Related-party exposure: Happy Holstein’s significant 2024 private placement participation and warrant holdings require robust Related Party Transaction Policy adherence and transparent approvals to avoid alignment risks .
- Attendance/engagement not yet demonstrable: No director-specific attendance disclosed for 2025 given recent appointment; monitor committee/board attendance going forward .
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Compensation & Alignment Signals
- Director pay structure is largely time-based equity plus fixed retainers; no performance-based metrics for directors (RSUs/DSUs vest monthly), which limits direct pay-for-performance linkage at the board level .
- Initial equity grant eligibility ($150,000) and annual grants ($100,000 for non-chair) create ownership exposure; his personal reported stake is small (1,391 shares), while family holdings are substantial—net alignment must be evaluated in light of independence and related-party considerations .
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Oversight Priorities for Investors
- Confirm independence determinations for James in light of familial beneficial ownership and committee assignments, and monitor recusals on any matters involving Happy Holstein or family holdings .
- Track declassification efforts and any board composition changes given the family’s stated activism to influence control .
- Review audit committee charter compliance and meeting cadence/disclosures as his tenure progresses, ensuring robust risk oversight (including data security/cyber) .