Thomas Patton
electroCoreAbout Thomas M. Patton
Thomas M. Patton, 61, has served as an independent director of electroCore since April 2020 and is designated by the Board as an “audit committee financial expert.” He brings operating, legal and financial expertise across medtech companies (CEO, COO, audit chair roles) and holds a B.A. in economics from Holy Cross and a J.D. from Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CAS Medical Systems (public) | President & Chief Executive Officer | 2010–2019 | Led medtech operating turnaround and growth |
| Misonix, Inc. (public) | Director; Audit Committee Chair | 2015–2021 | Chaired audit; oversaw financial reporting |
| Ximedica, LLC (private) | Chief Executive Officer; Director | Aug 2020–May 2021 | Ran medtech product design/development company |
| QDx, Inc. | Co‑founder; President & CEO | n/a | Diagnostics technology development |
| Novametrix Medical Systems, Inc. | President & COO | n/a | Operating leadership in monitoring devices |
| Wright Medical Technology, Inc. | Chief Executive Officer | n/a | Medical device leadership |
| Various boards | Director (12+ boards) | n/a | Broad medtech board experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| SV Health Investors | Advisor | Current |
| Spineology, Inc. | Executive Chairman | Current (private therapeutic devices) |
| Connecticut Port Authority | Board Member | Current |
| Packing Compliance Labs | Director | Current (private) |
| Robling Medical, LLC | Director | Current (private) |
| Miach Orthopedics, Inc. | Director | Current (private) |
Board Governance
- Committee assignments: Audit Committee Chair; the Audit Committee consisted of John P. Gandolfo, Thomas M. Patton (Chair), and Patricia Wilber in 2024. Both Patton and Gandolfo are designated “audit committee financial experts.” The Board affirms all directors other than the CEO are independent under Nasdaq rules .
- Attendance and engagement: The Board met seven times in 2024; each Board member attended at least 75% of Board and applicable committee meetings. Non‑management directors held executive sessions at the end of regularly scheduled meetings, presided by the independent Chair .
- Board structure: Independent Chair (F. Peter Cuneo), separate from the CEO .
- Board declassification: The Board proposed amendments to declassify and move to annual elections starting with the 2027 annual meeting, reflecting shareholder sentiment; the phased approach is detailed in the proxy .
- Administrative reclassification: On August 1, 2025, Patton resigned as a Class II director and was immediately reappointed as a Class III director (term expiring at the 2027 annual meeting). The company disclosed no disagreement; he continued as Audit Committee Chair .
Fixed Compensation
| Component | Amount | Source/Notes |
|---|---|---|
| 2024 Board cash retainer (policy) | $50,000 | Non‑employee directors; effective Oct 1, 2023 |
| 2024 Audit Committee Chair retainer (policy) | $20,000 | Committee chair retainer |
| 2024 Fees earned or paid in cash (actual) | $70,326 | Director compensation table |
Performance Compensation
| Grant Date | Type | Shares/Units | Grant Date Fair Value | Vesting Mechanics | Source |
|---|---|---|---|---|---|
| Sep 3, 2024 | RSUs/DSUs (annual director grant) | 16,583 | $102,400 | Vests in 12 equal monthly installments; becomes fully vested on the earlier of (i) one‑year anniversary or (ii) day prior to next annual meeting; subject to continued service; accelerates on change of control per plan |
No director performance metrics are disclosed for Patton’s equity; awards are time‑based under the 2018 Plan and Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee | Period |
|---|---|---|---|---|
| Misonix, Inc. | Public | Director | Audit Chair | 2015–2021 |
| Spineology, Inc. | Private | Executive Chairman | — | Current |
| Packing Compliance Labs | Private | Director | — | Current |
| Robling Medical, LLC | Private | Director | — | Current |
| Miach Orthopedics, Inc. | Private | Director | — | Current |
| Connecticut Port Authority | Public authority | Board Member | — | Current |
- Compensation committee interlocks: The company disclosed no compensation committee interlocks under Item 407(e)(4) for 2024; Patton was not on the compensation committee .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- Operating CEO/COO experience across medtech; M&A and transactional experience .
- Legal training (J.D., Georgetown) and financial oversight background .
- Independent director; diverse board with independent chair structure .
Equity Ownership
| Metric (as of July 10, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 93,145 |
| Ownership as % of shares outstanding | 1.2% (of 7,466,425 shares outstanding) |
| Common shares owned | 31,717 |
| Deferred stock units (DSUs) | 52,054 |
| Warrants (shares underlying) | 9,374 |
Insider trading/hedging policy: Company policy prohibits hedging transactions (e.g., collars, swaps). Related‑party transactions are reviewed by the Audit Committee under a written policy .
Insider Trades
| Date (Trade/Grant) | Type | Security | Amount/Terms | Source |
|---|---|---|---|---|
| Jun 5, 2024 | Private placement participation | Common shares | 7,701 shares; investment $50,000; combined effective price $6.4925 per share (with one‑half warrant) | |
| Jun 5, 2024 | Private placement participation | Warrants | 3,850 warrants; strike $6.43; immediately exercisable; 5‑year term | |
| Sep 3, 2024 | Annual director grant | RSUs/DSUs | 16,583 units; fair value $102,400 | |
| Sep 2, 2025 (filed Sep 4, 2025) | Form 4 filed (annual award/changes) | Equity (per Form 4) | See filing link | |
| Jun 5, 2024 (filed Jun 6, 2024) | Form 4 filed | Equity acquisition | Private placement reported |
Related Party Transactions (Conflict Review)
- Director participation in financing: On June 5, 2024, Patton purchased 7,701 common shares and 3,850 warrants in a director‑participated private placement ($50,000 investment; warrants exercisable at $6.43, five‑year term). The company’s Related Party Transaction Policy assigns approval/ratification to the Audit Committee, which reviews material facts and best‑interest standards .
Governance Assessment
-
Positives
- Independent director and Audit Committee Chair with “financial expert” designation; the audit committee met 6 times in 2024 and oversees financial reporting, risk (including cyber), related‑party reviews, and the whistleblower process .
- Attendance threshold met (≥75% of Board/committee meetings), and the Board utilizes executive sessions with an independent Chair, supporting oversight effectiveness .
- Ownership alignment: meaningful beneficial stake (93,145 shares including DSUs/warrants) and ongoing annual equity grants to directors .
- Governance improvements: Board initiated declassification to annual elections by 2027, aligning with institutional preferences .
-
Watch items / potential red flags
- Related‑party financing participation while serving as Audit Chair may present perceived conflicts; however, the company has a formal Audit Committee review framework for related‑party transactions (mitigant) .
- Hedging is prohibited by policy; the proxy does not expressly address pledging practices (no pledging disclosure). Continued monitoring of any pledging or additional related‑party dealings is warranted .
- Administrative class change (Aug 1, 2025) was not due to disagreement and maintains continuity of committee leadership, but merits tracking for any governance changes during declassification implementation .