Dane Andreeff
About Dane Andreeff
Dane C. Andreeff, age 59, is President and Chief Executive Officer of HSDT and has served as a director since August 2017; he was Interim CEO from August 2020 to June 2021 and appointed CEO on June 14, 2021. He holds BA and MA degrees in Economics from the University of Texas at Arlington and is General Partner/Portfolio Manager at Maple Leaf Partners LP; he also serves on the boards of HDL Therapeutics, Inc. and Myocardial Solutions, Ltd. . Performance context: the company reported cumulative value of a fixed $100 investment (TSR proxy) of $2.33 in 2022, $1.22 in 2023, and $0.10 in 2024, alongside net losses of $14.1M (2022), $8.9M (2023), and $11.7M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSDT | Interim President & CEO | Aug 2020–Jun 2021 | Led transition period; removed from board committees during interim service . |
| HSDT | Director | Aug 2017–present | Capital markets expertise added to board . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maple Leaf Partners, LP | General Partner & Portfolio Manager | 1996–present | Capital markets leadership; fund seeded by Tiger Management; AUM grew to >$2B . |
| HDL Therapeutics, Inc. | Director | Not disclosed | Private medtech; sector experience . |
| Myocardial Solutions, Ltd. | Director | Not disclosed | Private medtech; sector experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 386,000 | 402,000 (reflects 4% COLA) |
| Target Bonus (% of Base) | 50% | 50% |
| Actual Bonus Paid ($) | 96,500 | 146,730 |
Notes:
- Compensation Committee approved 2024 executive salary increases of 4% after consultant input (Grant Thornton LLP) .
- The Compensation Committee determined executives earned 83% of 2024 targets and approved bonuses at 83% of target .
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting/Comments |
|---|---|---|---|---|---|
| Annual Bonus (Cash) | Composite of corporate objectives across regulatory, revenue, financing, clinical R&D, manufacturer transition | Per employment agreement: 50% of base | Committee determined 83% of targets achieved | 83% of target | Committee retains discretion; may pay portion in equity (up to 50%) |
| Equity Options (FY2024 grant) | Options to purchase 808,000 shares | Strike $0.97/share | Granted Jul 2, 2024 | Grant-date fair value included in 2024 option awards ($682,760) | 62.5% vested immediately; remainder vests in 10 equal quarterly installments from Sep 30, 2024 |
| Equity Options (FY2023 grant) | Options (selected grant line) 69,080 exercisable / 34,540 unexercisable | Strike $15.45/share | Granted Feb 14, 2023 | In comp “CAP” adjustments | Vests in 12 quarterly installments starting Mar 31, 2023 |
Pay versus performance disclosure:
- CEO “Compensation Actually Paid” (CAP): $44,735 (2022), $1,052,743 (2023), $876,793 (2024); TSR value of $100: $2.33 (2022), $1.22 (2023), $0.10 (2024); Net loss: $(14.1)M (2022), $(8.9)M (2023), $(11.7)M (2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 871,159 shares; 12.5% of outstanding . |
| Ownership Breakdown | Direct: 29 shares; Options exercisable within 60 days: 837,237 shares; Warrants: Maple Leaf entities hold 504 warrants aggregate; Maple Leaf entities also beneficially own common shares: Maple Leaf Partners LP (16,511), Maple Leaf Partners I LP (3,402), Maple Leaf Discovery I LP (11,594), Maple Leaf Offshore Ltd (1,882); Andreeff has sole voting/dispositive power over Maple Leaf entities . |
| Options and Warrants Detail | See “Outstanding Equity Awards” table (various grants from 2017–2024 with strikes ranging from $0.97 to $19,232.50 adjusted for splits) . |
| Hedging/Pledging | Hedging/monetization transactions prohibited for directors/executives; 10b5‑1 plan guidelines adopted with cooling-off, no overlapping/single-trade limits; pledging not explicitly addressed in proxy . |
| Ownership Guidelines | Not disclosed in proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Employment Agreement dated June 14, 2021; initial 3-year term, auto-renewal annually unless 90-days prior notice . |
| Base Salary & Bonus | Base $350,000 at inception; bonus up to 50% of base; company may pay up to 50% of earned bonus in fully vested common stock . |
| Equity | Participation in equity LTIs available to senior executives . |
| Benefits | Standard welfare plans; expense reimbursement; 20 days PTO . |
| Change-in-Control (CoC) | All unvested options fully vest immediately prior to effectiveness of CoC . |
| Severance (No CoC) | If resignation for good reason, termination without cause, or non-renewal outside CoC window: (i) severance equal to base salary plus pro‑rated cash bonus; (ii) company-paid medical coverage up to 12 months; (iii) continued vesting of equity awards through remainder of current term . |
| Severance (With CoC) | If within 12 months following or 3 months prior to CoC: (i) unconditional entitlements; (ii) 2.0x sum of base salary and target cash bonus; (iii) accelerated vesting of time-based equity awards assumed/continued/substituted; (iv) conditional benefits excluding severance amount . |
| Restrictive Covenants | Non-solicitation and non-competition during employment and for one year post-termination . |
| Clawback Policy | Nasdaq-aligned policy adopted; recovery of incentive compensation received on/after Oct 2, 2023 upon accounting restatements; no indemnification for recoveries; 3-year lookback . |
| 2025 Side Letter | One-time discretionary cash bonus of $890,000; explicitly offsets any severance, bonus, equity, retirement or other benefits; 2025 offerings not deemed CoC or “Good Reason”; subject to clawback . |
Board Governance
- Role: Director and CEO (not independent); CFO Mathiesen also not independent; all other director nominees are independent under Nasdaq standards .
- Board leadership: Independent Chairman (Blane Walter); CEO and Chair roles separated .
- Committees: Audit (Buckman—Chair; Straw; Walter), Compensation (Straw—Chair; Buckman; Perkins), Nominating & Corporate Governance (Perkins—Chair; Buckman; Straw). Andreeff is not on board committees .
- Meeting attendance: Board met 4 times in 2024; each director met ≥75% attendance .
Director Compensation
- As an executive director, Andreeff is not included in the non-employee director compensation table for 2024 .
- Non-employee policy (for context): Annual cash retainer $35,000 ($68,000 for Chair); Committee chair/member fees: Audit $16k/$8k; Compensation $10k/$5k; Nominating & Corporate Governance $7.5k/$5k; Annual equity retainer targeted ~$50k (2024 paid as options + cash) .
Compensation Structure Analysis
- Mix shift: CEO option awards declined ($1,115,469 → $682,760) while cash bonus increased ($96,500 → $146,730); base increased with COLA ($386,000 → $402,000) .
- Annual bonus outcomes were tied to corporate objectives and paid at 83% of target for 2024, indicating partial achievement across regulatory, revenue, financing, clinical and manufacturing transition goals .
- Equity grant (2024) front-loaded immediate vesting (62.5%) with quarterly vesting thereafter, lowering retention risk from cliff-based schedules but creating regular vest events that warrant monitoring for potential Form 4 selling cadence .
Risk Indicators & Red Flags
- Listing risk: Company disclosed Nasdaq minimum bid price noncompliance (Aug 9, 2024) and sought Panel extension; reverse split authorization (1-for-2 to 1-for-30) proposed to regain compliance .
- Dilution risk: 2025 inducement warrant proposal for up to 6,213,888 shares to enable warrant exercises at $0.751; stockholder approval required under Nasdaq Rule 5635(d) .
- Governance/compliance: Section 16 miscalculation corrected via Form 4/A (rounding post-2023 reverse split) for Andreeff .
- Related-party/pledging: Related-person transaction policy in place; no specific related-party transactions disclosed beyond indemnification agreements; Maple Leaf entities are beneficial owners under Andreeff’s control .
- Clawbacks/Hedging: Strengthened clawback and insider trading policies (hedging prohibited; structured 10b5‑1 plans) reduce compensation risk .
Say‑on‑Pay & Peer Group
- Say‑on‑pay results: Not presented in the March 25, 2025 proxy; no prior approval percentages disclosed therein .
- Peer group/targets: Consultant engagement referenced (Grant Thornton LLP) for salary adjustments; explicit compensation peer group composition and target percentile not disclosed .
Options Detail (Selected CEO Grants)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Aug 8, 2017 | 11 | — | 18,165.00 | Aug 7, 2027 | Fully vested . |
| May 15, 2018 | 9 | — | 19,232.50 | May 14, 2028 | Fully vested . |
| Jun 10, 2020 | 35 | — | 953.75 | Jun 9, 2030 | Fully vested . |
| Jun 14, 2021 | 4,896 | 324 | 778.50 | Jun 13, 2031 | 25% vested at grant; 25% performance-based; 25% at 1-year; remainder monthly over 36 months . |
| Feb 14, 2023 | 69,080 | 34,540 | 15.45 | Feb 13, 2033 | 12 quarterly installments from Mar 31, 2023 . |
| Jul 2, 2024 | 565,600 | 242,400 | 0.97 | Jul 1, 2034 | 62.5% vested at grant; remainder vests in 10 equal quarterly installments from Sep 30, 2024 . |
Ownership Table (CEO)
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 871,159 |
| % of Class | 12.5% |
| Components | 837,237 options exercisable within 60 days; 29 direct shares; Maple Leaf entities: 16,511 (MLP LP), 3,402 (MLP I LP), 11,594 (ML Discovery I LP), 1,882 (ML Offshore Ltd); 504 total warrants across Maple Leaf entities . |
Investment Implications
- Alignment: High beneficial ownership (12.5%) and significant in-the-money options post-2024 grant suggest meaningful alignment; hedging prohibitions and clawback strengthen governance; monitor any pledging disclosures (none stated in proxy) .
- Retention/pressure: Quarterly vesting through 2026 from 2024 grant creates regular potential trade windows; absent Form 4 review, selling pressure cannot be inferred—monitor insider filings around vest dates and any 10b5‑1 plan adoptions .
- Event risk: Reverse split authorization and warrant inducement (at $0.751) can be dilutive and affect trading dynamics; Nasdaq compliance path implies volatility risk; this can be catalyst-sensitive for traders .
- Severance economics: CoC protections (2.0x base+target bonus and full acceleration) and non-CoC severance are standard for micro-cap medtech; 2025 side letter offsetting severance via one-time bonus is unusual and indicates proactive cash compensation coupled with clawback, potentially tempering future severance burden but raising pay optics risk .
- Performance-pay linkage: 2024 bonuses tied to composite operational objectives paid at 83% of target; CAP vs TSR indicates pay adjustments responsive to equity value changes, but persistent net losses underscore execution risk; evaluate progress on regulatory and revenue objectives disclosed to the committee .
Sources: HSDT DEF 14A (Mar 25, 2025) ; HSDT 8‑K (Item 5.02, Sep 25, 2025) ; HSDT 8‑K (Aug 25, 2020) ; HSDT 8‑K (Aug 9, 2017) .