Joseph A. Marino
About Joseph A. Marino
Independent Chairman of the Board at Electro-Sensors, Inc. (ELSE). Age 73; director since 1994. Current principal occupation: President and CEO of Cardia, Inc. (medical equipment manufacturer) since 1998, bringing executive leadership experience in strategy formulation, execution, and investor relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electro-Sensors, Inc. | Director; Independent Chairman of the Board | Director since 1994; Chairman role affirmed in 2024–2025 | Leads board strategy discussions; independent chair structure balancing internal/external perspectives |
| Cardia, Inc. (medical equipment) | President & CEO | Since 1998 | Executive leadership in building private/public companies; strategy formulation and investor relations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cardia, Inc. | President & CEO | Private company | Ongoing role since 1998 |
| Public company boards | N/A | Not disclosed | No other public company directorships disclosed in ELSE proxy |
Board Governance
- Independence: Board determined Marino is independent under Nasdaq standards; Audit, Compensation, and Nominating Committees are fully independent .
- Board leadership: Independent chair structure led by Marino; no separate “lead independent director” designated .
- Committees (2024): Audit (member), Compensation (member), Nominating (member), Business Development (member); special committee activity continued for strategic alternatives .
- Attendance: Board met 5 times in 2024 and 2023; each director attended all Board and committee meetings on which he served .
- Risk oversight: Board regularly reviews liquidity, operations, and cybersecurity; quarterly financials discussed; informal management-director risk dialogues .
Committee Assignments and Roles
| Committee | Members | Chair | Marino’s Role |
|---|---|---|---|
| Audit | Marino, Gabbard, Zipoy | Gabbard | Member |
| Compensation | Marino, Gabbard, Zipoy | Gabbard | Member |
| Nominating | Marino, Peterson, Zipoy | Zipoy | Member |
| Business Development | Marino, Gabbard, Klenk | N/A (committee reports to Board) | Member |
Board Meetings and Attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit Committee meetings | 2 | 2 |
| Compensation Committee meetings | 4 | 2 |
| Nominating Committee meetings | 1 | 1 |
| Attendance rate | 100% for all directors | 100% for all directors |
Fixed Compensation
- Non-employee director cash pay schedule (2024): $4,000 per Board meeting; Chairman retainer $24,000; committee chair $12,000; committee member $6,000; Business Development Committee $12,000; additional amounts may be paid for special committee work .
- 2023 mid-year increases: Board meeting fee was $2,000 in 1H23 then $4,000 in 2H23; Chairman retainer $17,500 in 1H23 then $24,000 in 2H23; committee chair $8,750 in 1H23 then $12,000 in 2H23; committee member $4,000 in 1H23 then $6,000 in 2H23; Business Development Committee $12,000 effective July 1, 2023 .
| Compensation ($) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $95,750 | $74,000 |
| Option awards (grant-date fair value) | $37,216 | $0 |
| Restricted stock units (grant-date fair value) | $71,925 | $0 |
| Total | $204,891 | $74,000 |
The 2024 compensation was entirely cash (no equity grants), signaling emphasis on cash retainer for an independent chair and committee member roles .
Performance Compensation
- Equity grants (director): Time-based vesting; no performance metrics disclosed for director equity awards .
- 2023 grants: Options 25,000 (20% vested at grant; 20% annually thereafter); RSUs 17,500 (20% first anniversary; 20% annually thereafter). Option fair value $37,216; RSU fair value $71,925 .
- 2024: No new option or RSU awards reported for Marino; options outstanding remained (see Equity Ownership) .
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| Options granted (shares) | 25,000; vests 20% at grant and annually thereafter | No new grant; 25,000 options outstanding at year-end |
| RSUs granted (units) | 17,500; vests 20% on first anniversary and annually thereafter | No new grant |
| Performance metrics tied to awards | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Industry Relationship to ELSE | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Cardia, Inc. | Unrelated medical equipment | President & CEO | No related-party transactions disclosed; no transactions with related persons in last two fiscal years |
Expertise & Qualifications
- Executive leadership experience building private/public companies; strategy formulation, execution, investor relations .
- Governance experience as independent chair; contributes external oversight and expertise .
- Committee service across Audit, Compensation, Nominating, and Business Development .
Equity Ownership
| Ownership Detail | Feb 28, 2024 | Feb 27, 2025 |
|---|---|---|
| Shares beneficially owned | 7,500 | 16,000 |
| Percent of class | 0.2% | 0.5% |
| Options exercisable within 60 days | 5,000 | 10,000 |
| Vested RSUs | Not disclosed | 3,500 vested RSUs included in ownership |
| Total options outstanding | 25,000 options outstanding for each non-employee director at 12/31/2024 (including Marino) | 25,000 outstanding at YE 2024 (no new 2025 director grant disclosed) |
No pledging or hedging permitted per policy; insider trading policy strongly discourages hedging, margin purchases, short sales; open-market shares must be held at least six months .
Insider Trades and Section 16 Compliance
| Year | Notable Disclosure |
|---|---|
| 2023 | Each of Messrs. Klenk, Gabbard, Marino, Peterson, and Zipoy did not timely file two Form 4s related to August and September 2023 stock option and RSU grants . |
Governance Assessment
- Strengths: Independent chair; full independence across key committees; 100% attendance; active Business Development Committee involvement; no related-party transactions disclosed in last two fiscal years; conservative insider trading policy discouraging hedging/margin/short sales .
- Alignment: Ownership increased from 7,500 to 16,000 shares YoY; includes 10,000 options exercisable and 3,500 vested RSUs, signaling growing skin-in-the-game .
- Compensation Mix: 2024 entirely cash; 2023 included substantive equity grants; the absence of 2024 equity grants reduces ongoing dilution but also lessens equity-based alignment refresh versus 2023 .
- RED FLAGS: Two late Form 4 filings in 2023 indicate minor compliance lapses; monitor for recurrence. No other conflicts, related-party transactions, or pledging disclosed .
- Overall: Governance structure (independent chair, independent committees, strong attendance) supports investor confidence. Continued strategic alternatives oversight via special/business development committees indicates engagement, but equity award cadence shifted down in 2024 which modestly reduces annualized equity alignment versus prior year .