Thomas Errico
electroCoreAbout Thomas J. Errico, M.D.
Thomas J. Errico, M.D., 73, is a founder of electroCore and has served on the Board since 2005. He is a board‑certified orthopedic surgeon (since 1986), currently a pediatric orthopedic spine surgeon and Associate Director of Research at Nicklaus Children’s Hospital, and an associate professor at the University of Miami School of Medicine. He previously led the Division of Spine Surgery in Orthopedics at NYU Langone Health (1997–2018), serves on the board of the nonprofit Setting Scoliosis Straight, and held leadership roles in ISASS (President 2010–2011) and NASS (President 2003–2004). He holds a B.S. in zoology and an M.D. from Rutgers University/UMDNJ; the Board cites his clinical and venture founding experience as core credentials for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Langone Health (Orthopedics) | Chief, Division of Spine Surgery | 1997–2018 | Led spine surgery program at a world‑class institution |
| Spinecore, Inc. | Founder; Director | 2001–2004 (sold to Stryker in 2004) | Early‑stage device venture; exit to strategics |
| K2M Group Holdings, Inc. | Founding member | January 2004 (founding) | Founding activity in spine/orthopedics company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicklaus Children’s Hospital | Pediatric Orthopedic Spine Surgeon; Associate Director of Research | Current | Clinical practice and research oversight |
| University of Miami School of Medicine | Associate Professor of Orthopedic Surgery | Current | Academic appointment |
| Setting Scoliosis Straight (nonprofit) | Board Member | Current | Nonprofit board service in spinal deformities |
| ISASS | President | 2010–2011 | Society leadership (spine surgery) |
| North American Spine Society (NASS) | President | 2003–2004 | Society leadership (spine surgery) |
Board Governance
- Committee assignments (2024): Compensation Committee member; Nominating & Governance Committee Chair; not on Audit Committee .
- Meeting cadence and attendance (2024): Board met 7 times; directors attended ≥75% of Board and committee meetings during their service; non‑management directors held executive sessions presided by Board Chairman F. Peter Cuneo .
- Committee meeting counts (2024): Audit 6; Compensation 5; Nominating & Governance 5 .
- Independence: Board determined each member of each committee meets Nasdaq independence requirements; members are free of relationships impairing judgment .
- Risk oversight: Board oversees strategic risk; Audit reviews financial/cyber risk; N&G oversees governance compliance and allocation of risk oversight; Compensation monitors risk from pay programs .
- Declassification proposal: 2025 Annual Meeting includes a proposal to declassify the Board; directors up for election based on outcome .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (non‑Chair) | $50,000 | Policy effective Oct 1, 2023 |
| Nominating & Governance Committee Chair Retainer | $10,000 | Chair fee |
| Compensation Committee Member Retainer | $7,500 | Member fee (non‑Chair) |
| Audit Committee Member Retainer | $10,000 | Not applicable to Dr. Errico in 2024 |
| 2024 Director Compensation — Fees Earned | $67,500 | Sum of Board ($50k) + N&G Chair ($10k) + Compensation member ($7.5k) |
| 2024 Director Compensation — Stock Awards | $102,400 | RSUs/DSUs; annual grant approved Sept 3, 2024 |
| 2024 Director Compensation — Option Awards | $0 | No options granted to Dr. Errico in 2024 |
| 2024 Director Compensation — Total | $169,900 | Cash + equity fair value |
Performance Compensation
| Equity Element | Grant Date | Value | Instrument | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Equity | Sept 3, 2024 | $100,000 (non‑Chair directors) | RSUs or DSUs | Vests in 12 equal monthly installments; fully vests on earlier of 1‑year anniversary or one business day prior to next annual meeting; accelerated vesting upon change‑of‑control | None disclosed for directors; time‑based vesting |
- Equity grant mechanics: Options under the plan are 10‑year nonstatutory, strike at fair market value on grant date; directors generally receive automatic initial/annual grants per policy .
- Clawback: Company adopted a Nasdaq‑compliant compensation recovery policy for executive incentive comp upon restatement; director‑specific clawback not disclosed .
Other Directorships & Interlocks
| Company/Body | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| Setting Scoliosis Straight (nonprofit) | Director | — | Nonprofit; not a public company |
| ISASS; NASS | Society President (prior) | — | Professional societies leadership |
| Compensation Committee Interlocks | — | — | Company discloses no interlocks for Compensation Committee members in 2024 (Errico is a member) |
Expertise & Qualifications
- Clinical and academic leadership in spine surgery (NYU, Nicklaus, University of Miami), society presidencies (ISASS, NASS), and founding/investing in early‑stage healthcare companies (Spinecore, K2M) .
- Board believes his long tenure and leadership roles qualify him for Board service .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total Shares Outstanding (as of Jul 10, 2025) | 7,466,425 | Basis for percentage calculations |
| Beneficial Ownership — Total | 320,837 | 4.2% of outstanding shares |
| Breakdown — Common Shares | 233,859 | Held directly, for benefit of Dr. Errico or family |
| Breakdown — Options | 14,016 | Options to purchase common stock |
| Breakdown — Deferred Stock Units (DSUs) | 30,907 | DSUs outstanding |
| Breakdown — Warrants | 42,055 | Warrants to purchase common stock |
| Hedging Policy | Prohibits hedging instruments for directors/officers/employees | No disclosure on pledging restrictions; hedging prohibited |
Insider Trades (recent highlights)
| Date | Type | Quantity | Price/Terms | Post‑trade beneficial ownership detail |
|---|---|---|---|---|
| Jun 5, 2024 | Private placement participation | 38,505 shares; 19,252 warrants | Combined offering price $6.4925 per share (warrants strike $6.43, 5‑year term) | Director purchasers disclosed; Errico invested $250,000 |
| Aug 15, 2024 | Open market purchase | Multiple | Weighted average; range $6.015–$6.20 | Beneficial holdings detailed on Form 4 |
| Mar 17, 2025 | Open market purchase | 6,000 | $8.0975 | Ownership update on Form 4 |
| May 13, 2025 | Ownership update | — | — | Holdings detail on Form 4 (202,051 direct; trusts; DSUs) |
| Aug 11, 2025 | Open market purchase | 15,000 | Weighted average $4.47; range $4.34–$4.55 | Post‑trade beneficial ownership 281,401 (direct, trusts, DSUs) |
| Sept 2, 2025 | Director DSU grant | 26,615 DSUs | Standard director grant; monthly vest | Beneficial ownership update |
Governance Assessment
- Strengths
- Chair of Nominating & Governance Committee signals active oversight of governance processes and director slate, with committee independence affirmed by the Board .
- Attendance threshold met (≥75%) with regular executive sessions; clear risk oversight allocation across committees .
- Material personal equity alignment: 4.2% beneficial ownership and recurring insider purchases (2024–2025), plus participation in financing — supportive of skin‑in‑the‑game .
- Hedging is prohibited under insider trading policy, improving alignment with long‑term performance; no pledging disclosed .
- Potential concerns / RED FLAGS
- Founder status may reduce perceived independence despite formal Nasdaq independence determinations; requires continued vigilance in N&G leadership .
- Related‑party exposure: participation in a director‑only private placement; family member (Joseph P. Errico, former director) had a paid consulting agreement ($97,315 in 2024) and board observer rights (ended May 22, 2024). These are approved under related‑party policies but warrant monitoring for conflicts .
- No disclosed director stock ownership guidelines or pledging prohibition beyond hedging; absence can be viewed as a governance gap relative to best practices .
- Compensation structure observations
- Cash/equity mix: 2024 fees of $67,500 and equity fair value $102,400; equity awards are time‑based (no performance metrics), which is typical for director pay but lower “at‑risk” linkage than performance‑conditioned equity .
- Compensation Committee did not use an external consultant in 2024–2023; while cost‑efficient, external benchmarking can aid pay governance as the company evolves .
- Shareholder oversight
- 2025 Say‑on‑Pay on ballot; Board recommends FOR; outcomes should inform future pay design credibility .
Compensation Committee Analysis
- Composition and chair: Compensation Committee consists of Dr. Errico, John P. Gandolfo (Chair), and Julie A. Goldstein; all non‑employee directors per Rule 16b‑3 .
- Responsibilities include CEO goal‑setting, executive pay, severance/change‑in‑control agreements, clawback oversight, director compensation policy, and plan administration .
- Consultant usage: Committee did not engage a compensation consultant in 2024 or 2023 .
Related Party Transactions (Conflict Monitoring)
- Director private placement (Jun 5, 2024): Errico invested $250,000; purchased 38,505 shares and 19,252 warrants (strike $6.43, 5‑year term). Purchasers included multiple directors and an entity managed by a director’s spouse; company filed a related S‑1 and provided indemnities customary for the offering .
- Family consulting: Joseph P. Errico, former director, served under a consulting agreement (Science and Strategic Advisor) at $10,000/month for up to 20 hours; received $97,315 in 2024; board observer rights ended May 22, 2024 .
- Policy oversight: Related‑party transactions require Audit Committee review/approval under written policy; committee evaluates terms, value, ordinary course, and arms‑length conditions .
Equity Ownership Risk Controls
- Insider Trading Policy: Prohibits hedging instruments (prepaid forwards, swaps, collars, exchange funds). Pledging restrictions not disclosed .
- Section 16 Compliance: Company reports all Section 16 filing requirements were met in FY2024 .
Fixed Compensation (Policy Reference)
| Policy Element | Amount | Notes |
|---|---|---|
| Non‑employee Director Board Retainer | $50,000 | Effective Oct 1, 2023 |
| Non‑executive Chairman Retainer | $80,000 | — |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; N&G $10,000 | — |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; N&G $5,000 | — |
Performance Compensation (Equity Mechanics)
| Feature | Term | Source |
|---|---|---|
| Annual director equity award values | $140,000 (Chair); $100,000 (other directors) in 2024 | Approved Sept 3, 2024 |
| Vesting | 12 equal monthly installments; full vest earlier of 1 year or pre‑next annual meeting; accelerated on change‑of‑control | Policy disclosure |
| Option terms (where used) | 10‑year term; strike = 100% FMV at grant; nonstatutory | Plan mechanics |
Governance Signals to Investors
- Independence and oversight: Formal independence determinations and active N&G leadership are positives; founder status and related‑party links require ongoing monitoring to ensure objectivity .
- Alignment: Material beneficial holdings and repeat insider buys indicate confidence and alignment; hedging policy supports long‑term orientation .
- Pay governance: Transparent director pay structure with clear cash/equity elements; time‑based vesting typical but lacks performance conditions; no disclosed director ownership guidelines .
Overall, Errico’s governance profile combines substantial clinical/industry expertise and meaningful equity alignment with modest related‑party exposure and founder‑status independence considerations that investors should continue to monitor through committee leadership, related‑party reviews, and future proxy disclosures .