Andrea Goren
About Andrea Goren
Andrea Goren, 57, has been Chief Financial Officer of INVO Fertility, Inc. since June 2021. He holds a BA from Connecticut College and an MBA from Columbia Business School, and brings over 30 years of finance experience, including public-company CFO roles, board service, capital raising, and M&A execution . Company performance under the disclosed pay-versus-performance framework shows total stockholder return (TSR) index values of $10 (2024), $16 (2023), and $12 (2022), alongside net losses of $(9,053,676), $(8,034,612), and $(10,892,511), respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iSign Solutions Inc. | Chief Financial Officer | 2011–2021 | Led finance for an e-signature software firm; long-tenured public-company CFO experience . |
| Xplore Technologies Corp. (acquired by Zebra Technologies) | Board Director | to 2018 | Oversight at rugged tablet PC leader; exit via acquisition in 2018 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phoenix Group (NYC) | Managing Director & CFO | Not disclosed | Private equity finance leadership focused on micro/nano-cap public companies . |
| Shamrock Group (Roy Disney family office, London) | Vice President | Not disclosed | Private investment experience; cross-border finance . |
| Madison Capital Group (NYC) | Director | Not disclosed | Corporate advisory; US/EU transactions . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $173,750 | $215,000 (with $51,948 deferred) |
| Target Bonus (%) | Up to 50% of base salary | Up to 50% of base salary |
| Actual Bonus ($) | $0 | $0 |
Notes:
- Temporary salary reduction to $105,000 effective Aug 16, 2023; reverted to contracted rate Jan 1, 2024 .
Performance Compensation
Short-Term Incentive (Annual Bonus)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Board-defined goals (not specifically disclosed) | Not disclosed | Up to 50% of base salary | Not disclosed | $0 (2023, 2024) |
Long-Term Incentive – Equity Awards and Vesting
| Award Type | Grant/Terms | Quantity | Exercise/Grant Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Option (initial grant) | June 14, 2021 | 3,625 | $104.10/share | Equal monthly over 3 years | 10 years (standard term) |
| Restricted Stock Award | July 1, 2021 | 250 shares | Not applicable | Equal monthly over 12 months | Not applicable |
| Options outstanding (12/31/2024) – Exercisable | Aggregate | 15,103 | $7.36–$115.20 | n/a | 08/10/2030–05/17/2033 |
| Options outstanding (12/31/2024) – Unexercisable | Aggregate | 1,457 | $7.36–$115.20 | Scheduled per award | 08/10/2030–05/17/2033 |
Clawback policy: Mandatory recovery of erroneously awarded incentive compensation for current/former officers upon covered restatements (effective Oct 2, 2023). The Sept 18, 2024 restatement (lease discount rate error) did not affect revenue or earnings; compensation recovery was not required .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,962 shares (includes 1,327 options currently exercisable or within 60 days) . |
| Ownership % of Common | 0.09% . |
| Options – Exercisable vs. Unexercisable | 15,103 exercisable; 1,457 unexercisable as of 12/31/2024 . |
| Pledging/Hedging | Company prohibits hedging; pledging policy not explicitly disclosed . |
| Insider Trading Arrangements | No reported adoption/modification/termination of Rule 10b5-1 or non-Rule 10b5-1 plans in Q4 2024 . |
| Stock Ownership Guidelines | Not disclosed in the proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | June 14, 2021 (CFO appointment) . |
| Base Salary | $215,000 (contract); temporary reduction to $105,000 (Aug 16, 2023) and reverted Jan 1, 2024 . |
| Target Bonus | Up to 50% of base salary; goals set by Board . |
| Severance (No Cause/Company non-renewal or CFO terminates for “cause”) | 3 months base salary continuation; certain insurance benefits for 12 months . |
| Termination Notice | Company may terminate without “cause” on 30 days’ notice . |
| Equity | Stock option and RSA grants per above; monthly vesting schedules . |
| Change-of-Control | No CFO-specific change-of-control multiple disclosed; plan-level accelerated vesting rules exist under the 2019 Stock Incentive Plan’s CIC provisions . |
Performance & Track Record
| Year | TSR Index Value of $100 Investment | Net Income ($) |
|---|---|---|
| 2022 | $12 | $(10,892,511) |
| 2023 | $16 | $(8,034,612) |
| 2024 | $10 | $(9,053,676) |
Major achievements and context:
- Sustained operational leadership through capital structure changes (e.g., reverse split, preferred conversions, debenture amendments) and plan amendments to support equity-based incentives amid turnaround efforts .
- Accounting restatement addressed promptly; immaterial to P&L and compensation outcomes, indicating operational discipline in remediation .
Related Party Transactions (Risk Indicators)
- The company issued demand promissory notes totaling $550,000 (Q4 2022) and $110,000 (July 10, 2023) to JAG, an entity in which the CFO is a beneficiary but has no control over its investment decisions related to the company. Warrants (1,459 shares at $120.00) were issued to JAG in connection with extensions; interest at 10% and financing fees apply. As of Dec 31, 2024, total outstanding balance (principal + accrued interest) on related notes was $1,044,786. Additional related-party payables totaled $292,338 and accrued compensation was $2,123,340 (deferred wages, PTO) .
- Policy: Related party transactions must be reviewed/approved by the Board; the company maintains an Insider Trading Policy and hedging prohibitions .
Compensation Committee Analysis (Governance)
- Compensation Committee: Barbara Ryan (Chair), Trent Davis, Matthew Szot; charter available on company website .
- 2024 meeting cadence: two compensation committee meetings; broader Board and committees maintained full attendance .
Investment Implications
- Alignment: CFO’s direct economic exposure is modest (0.09% ownership), with meaningful option holdings and historical monthly vesting, suggesting some long-term incentive alignment but limited near-term “skin-in-the-game” relative to overall dilution pressures from convertible instruments at the company level .
- Retention risk: Severance terms are relatively light (3 months salary + 12 months insurance), and no disclosed change-of-control multiple for the CFO, implying limited financial lock-in; however, equity vesting and continued leadership through restructuring may support retention .
- Trading signals: No 10b5-1 activity disclosed in Q4 2024; clawback in place. Watch for conversions of preferred, debenture, and warrant-induced dilution that could weigh on shares and indirectly shape insider exercise/sale decisions once vesting/exercise blockers lapse .
- Red flags: Related party financings involving an entity where the CFO is a beneficiary (without control) introduce perceived governance risk; ensure ongoing Board oversight and transparent disclosure of terms and repayments .