Romeo Dizon
About Romeo Dizon
Romeo Dizon (age 67) has served as Chief Financial Officer of IRIDEX since March 2025. He brings 35+ years of financial management experience across technology companies, previously serving as IRIDEX’s Controller, VP Finance and Interim CFO (2008–2020), CFO at Atlas Lifttech (2020–2023), Director of Internal Audit at Intervideo, and CFO at Fortel/Zitel (2000–2004). He holds a B.S. in Accounting from Southern Illinois University, Carbondale . Under his tenure and the company’s cost discipline, IRIDEX delivered adjusted EBITDA positivity in Q1 2025 ($0.4M) on $11.9M revenue and improved profitability trends versus prior-year, with continued year-over-year revenue growth and adjusted EBITDA improvement in Q3 2025 (non-GAAP adjusted EBITDA loss narrowed to $0.13M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IRIDEX | Controller, VP Finance, Interim CFO | 2008–2020 | Built finance processes; served multiple leadership roles across financial reporting and operations . |
| IRIDEX | Vice President of Finance | Apr 2019–Mar 2020 | Led finance function through operational changes; prepared for leadership transitions . |
| IRIDEX | Chief Financial Officer | Mar 2025–present | Oversees capital structure; supports cost discipline amid turnaround initiatives . |
| Fortel, Inc. (formerly Zitel Corporation) | Chief Financial Officer | 2000–2004 | Led finance at enterprise storage/software firm (public company era) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlas Lifttech, Inc. | Chief Financial Officer | 2020–2023 | Implemented finance leadership at healthcare equipment provider . |
| Intervideo, Inc. (before acquisition by Corel) | Director of Internal Audit | Pre-acquisition period | Strengthened internal controls and audit oversight . |
| Touche Ross & Co. | Auditor (career start) | Early career | Foundation in audit and accounting best practices . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (USD) | — | $300,000 |
| Target Bonus % of Salary | — | 55% |
| Actual Bonus Paid (USD) | — | Not disclosed as of proxy filing |
Performance Compensation
| Metric | Historical Weighting (Company STI) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Sales Goals | 40% | Not disclosed for CFO 2025 | — | — | Quarterly structure used in 2024 STI |
| Revenue Goals | 30% | Not disclosed for CFO 2025 | — | — | Quarterly structure used in 2024 STI |
| Operational Goals | 30% | Not disclosed for CFO 2025 | — | — | Quarterly structure used in 2024 STI |
Note: IRIDEX’s 2024 STI used quarterly bonuses tied to Sales, Revenue, and Operational objectives. The Compensation Committee approved Romeo Dizon’s 2025 target bonus at 55% of salary; specific CFO performance metrics for 2025 were not disclosed in the proxy .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (common shares) | 0 shares; no rights to acquire within 60 days as of April 1, 2025 . |
| Ownership as % of shares outstanding | 0.0% (based on 16,789,027 shares outstanding) . |
| Vested vs. unvested RSUs/options | None disclosed for Dizon as of FY 2024 year-end . |
| Shares pledged as collateral | Company policy prohibits pledging; no pledges disclosed . |
| Hedging policy | Company policy prohibits hedging and short sales; trading in derivative securities is prohibited . |
| Stock ownership guidelines (executives) | Not disclosed in the proxy . |
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Appointed CFO in March 2025 . |
| Base salary | $300,000 (approved March 2025) . |
| Target bonus | 55% of base salary for FY 2025 . |
| Change-of-control severance | Double-trigger: if terminated without cause or for good reason within 12 months post-Change in Control (or prior if termination requested by successor), lump sum equal to 100% of annual base salary plus target bonus; 100% acceleration of unvested equity (at target for performance awards); up to 12 months benefits reimbursement . |
| Severance multiples (salary+bonus) | 1.0x salary + 1.0x target bonus . |
| Non-compete / non-solicit | Not disclosed . |
| Clawback provisions | Not disclosed in proxy; equity plan includes standard tax withholding and administration provisions . |
Investment Implications
- Alignment: Dizon’s cash compensation features materially at-risk pay (55% target bonus), but he held no common shares or short-term rights to acquire shares at the 2025 record date, limiting immediate “skin-in-the-game.” IRIDEX’s policy prohibiting hedging/pledging mitigates misalignment risks .
- Retention risk and economics: The CFO’s change-of-control agreement is a double-trigger with full equity acceleration and 1x salary+bonus cash severance, which supports continuity through strategic transactions but may elevate deal-related payout sensitivity; no non-compete/non-solicit terms disclosed .
- Performance backdrop: Since Dizon’s appointment, IRIDEX reported adjusted EBITDA positivity in Q1 2025 ($0.4M) with reduced operating expenses, and continued Y/Y revenue growth and EBITDA improvement in Q3 2025, indicating improving operating discipline under the current team .
- Shareholder sentiment: 2025 Say-on-Pay passed (For 8.12M; Against 2.05M; Abstain 0.79M) with “One Year” frequency preferred, suggesting investors’ support for the pay framework as disclosed (note: Dizon’s individual compensation was not fully included in 2024 NEOs) .
- Capital structure considerations: The March 2025 strategic investment (Series B Preferred and convertible note) adds growth capital but introduces dilution dynamics and board rights; CFO will oversee note-related quarterly interest settled in stock (subject to floor/limits), a factor for equity overhang and insider-trading windows .