David Ayanoglou
Healthcare TriangleAbout David Ayanoglou
Appointed Chief Financial Officer of Healthcare Triangle, Inc. on April 10, 2025, at age 46, following the resignation of the prior CFO; his employment is at-will and effective immediately . He brings 23+ years in corporate finance with specialization in software M&A and external reporting/audit, including 13+ years at OpenText executing 43 transactions (three >$1B; deal sizes $5M–$1.62B) and prior roles in external reporting for a large SEC filer and audit & assurance at KPMG; he holds a University of Toronto Rotman degree, is a CPA (CA) and a Chartered Business Valuator . The special and annual proxies reviewed do not disclose TSR or HCTI financial performance metrics tied specifically to his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OpenText | Director of Valuations & Transaction Support | 13+ years | Executed 43 transactions ($5M–$1.62B); three >$1B; acquisitions contributed to OpenText’s market cap increasing >$11B during tenure |
| Large SEC filer | Senior finance roles in external reporting | Not disclosed | External reporting leadership |
| KPMG LLP | Audit & Assurance | Not disclosed | Audit and assurance experience |
| Independent consulting (incl. Axxia Advisory Corp) | Consulting on M&A, corporate reporting, CFO matters | ~4 years | Advised tech/healthcare clients; employment agreement allows compensation through Axxia Advisory Corp he owns |
External Roles
Filings reviewed do not disclose public company directorships or committee roles held by Ayanoglou outside HCTI .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary ($) | 278,000 | Annual base salary, reviewed at least annually |
| Target Bonus % | Not disclosed | Eligible for performance bonus; goals and plan to be agreed within 90 days of employment |
| Bonus Plan Timeline | Within 90 days of employment | Board determines eligibility and amount; must be employee in good standing on payment date |
| Actual Bonus Paid ($) | Not disclosed | No disclosure of actual 2025 bonus paid |
| Benefits/Perquisites | Eligible for benefit programs; business class flights >4 hours; expense reimbursement | As per company policy/ jurisdiction of home office; reimbursable business/travel expenses |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Bonus | To be agreed (within 90 days) | Not disclosed | Not disclosed | Not disclosed | Board-determined | Not disclosed |
| Long-Term Equity (Options/PSUs/Units) | Participation in executive equity plans | Not applicable | Award sizes reflect position | Not disclosed | Not disclosed | Plan terms; no award schedule disclosed |
No specific RSU/PSU/option grants, strikes, or vesting dates are disclosed for Ayanoglou as of the reviewed filings .
Equity Ownership & Alignment
| Record Date | Shares Owned (Common) | % Outstanding (Common) | Preferred Holdings | Pledged Shares | Ownership Guidelines |
|---|---|---|---|---|---|
| Nov 12, 2025 | None reported (“—”) | Not applicable | None reported | Company states “to our knowledge… no arrangement, including any pledge by any person” that may result in change in control | Insider trading policy prohibits short sales; requires prior approval for pledging; restricts hedging/derivatives |
The DEF 14A special meeting proxy lists Ayanoglou with no reported beneficial ownership; percent therefore not applicable based on “—” disclosure . Shares outstanding at record date were 7,261,344 common and 20,000 Series A Super Voting Preferred shares .
Employment Terms
- Nature/Term: At-will employment effective April 10, 2025; renews for an indefinite period unless terminated .
- Role/Reporting/Location: CFO; reports to CEO/Chairman; primary work from home office in Canada with visits to Pleasanton HQ .
- Compensation Vehicle: Option to be compensated through Axxia Advisory Corp he owns and controls .
- Equity Eligibility: Entitled to participate in stock option, performance share/unit and other equity-based plans on terms consistent with senior executives; award size reflects position .
- Expenses/Travel: Reimbursement of normal business expenses; business class for flights >4 hours .
- Confidentiality/Property/Conflicts: Confidentiality obligations; company business opportunities are exclusive property; representations of no conflicts .
- Non-Compete/Non-Solicit: Required to sign proprietary information, inventions assignment, and non-competition agreement; non-compete/non-solicitation covenants referenced .
- Termination for Cause: Enumerated grounds (disability, material breach, failure to perform, fraud/embezzlement, confidentiality breach, compliance failures); termination without notice and without compensation or accelerated vesting of options for Cause .
- Voluntary Termination: Requires at least 30 days notice; compensation for earned but unpaid salary/bonus and reimbursement of expenses through termination date .
- Governing Law/Jury Waiver: California law; exclusive jurisdiction in California courts; jury trial waiver .
Severance multiples and change-of-control terms (single/double trigger, accelerated vesting) are not disclosed in the reviewed agreement; clawback provisions beyond standard confidentiality/assignment are not disclosed .
Investment Implications
- Alignment and Ownership: No reported beneficial ownership indicates limited immediate “skin in the game,” increasing reliance on well-structured, performance-linked equity grants to align incentives going forward .
- Compensation Structure Risk: Bonus metrics and targets to be set post-hire introduce discretion; monitor for clear, quantifiable KPIs (e.g., revenue growth, EBITDA, cash flow, capital raising, compliance milestones) and ex-post disclosure to assess pay-for-performance .
- Governance/Related-Party Sensitivity: The option to route compensation through Axxia Advisory Corp raises related-party monitoring needs (payment flows, services scope, independence) and reinforces the importance of robust audit and compensation committee oversight .
- Equity Overhang/Dilution: The 2025 proxy sought approval for future issuances within Nasdaq parameters ($25M max per issuance; up to 50M shares common, 100M via warrants; up to 80% discount), implying potential dilution and warrant overhang—watch how equity compensation interacts with capital raises .
- Plan Expansion Mechanics: The 2025 annual proxy proposed automatic increases to the 2020 Stock Incentive Plan (least of 4,000,000 shares; 20% of outstanding; or admin-determined), which can amplify dilution and pay inflation risk if not tightly governed .
- Execution Record: His M&A and valuation background suggests potential contribution to inorganic growth, capital structure optimization, and reporting rigor; evaluate subsequent filings for realized transactions, refinancing, and cost controls during his CFO tenure .
- Trading/Pledging Risk Controls: Company policy prohibits short-term trading and short sales; requires pre-approval for pledging and derivatives, mitigating hedging/pledging misalignment risk .
Monitoring priorities: disclosure of CFO equity grants/vesting, bonus KPI definitions/outcomes, any Form 4 activity, Axxia-related arrangements, capital raises under Nasdaq parameters, and dilution versus value creation in 2025–2026 .