Adam Kalbermatten
About Adam Kalbermatten
Adam Kalbermatten is Chief Commercial Officer (CCO) of KORU Medical Systems, appointed effective July 28, 2025. He brings ~20 years of commercial leadership across drug delivery and medtech, previously serving as VP & GM, Advanced Drug Delivery Systems at Becton Dickinson (BD), CEO of ZebraSci (turned around and later sold to BD), and global leadership roles at Terumo Medical. He holds a B.E. in Mechanical Engineering and an M.E. in Engineering Management (Stevens Institute of Technology) and an MBA in Finance/Healthcare (Columbia Business School) . Company performance context at his arrival: Q2 2025 net revenues grew 21% year-over-year to $10.2M and full-year 2025 revenue guidance was raised to $39.5–$40.5M (+18–20%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Becton Dickinson (BD) | Vice President & General Manager, Advanced Drug Delivery Systems | Not disclosed | Led growth initiatives across the injectable drug delivery platform |
| ZebraSci | Chief Executive Officer | Not disclosed | Led turnaround and growth, culminating in acquisition by BD |
| Terumo Medical Corporation | Worldwide Director of Marketing; Worldwide Director of Business Development | Not disclosed | Helped shape global drug delivery strategy |
External Roles
- Not disclosed in company filings/press releases reviewed.
Fixed Compensation
| Component | Value/Term |
|---|---|
| Base Salary (Annual) | $405,000 |
| Annual Bonus Target | 50% of base salary |
| 2025 Minimum Bonus Guarantee | Not less than $150,000 (paid without proration as if employed from Jan 1, 2025) |
| LTI Eligibility (2026 target) | Eligible for annual LTI target grant value of $550,000, subject to Committee approval |
Performance Compensation
Annual Incentive Compensation Plan (AICP)
| Dimension | Details |
|---|---|
| Eligibility | Eligible up to 50% of base salary; 2025 minimum $150,000 |
| Company Performance Metrics (plan design) | May include revenues, EBITDA, ROE, net income, operating income, gross/operating/profit margin, strategic plan progress, market share, innovation, minimum cash balance, or other criteria set/weighted by Board |
| Payout Determinants | Based on Company performance against targets and individual performance goals; Board/Committee retains discretion; awards can be above/below target |
| Clawback | Incentive cash subject to restatement-based recovery and misconduct recovery under AICP and Company clawback policy |
Long-Term Incentive Program (LTIP) – Structure and 2025 Design
| Component | Weighting (%) | Target Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | 33 | Part of $550,000 2025 LTI | 25% annually over 4 years | Granted under 2024 Omnibus Plan |
| RSUs (Time-Based) | 33 | Part of $550,000 2025 LTI | 25% annually over 4 years | RSUs vest automatically on Change in Control under LTIP |
| PSUs (Performance-Based) | 33 | Part of $550,000 2025 LTI | 3-year cliff vest | Performance criteria may include revenue, cash flow, EPS, EBITDA, ROE, margins; PSU payout may be modified by stock price; PSU CoC treatment: if CoC before Dec 31, 2026, PSUs vest at 100% target with stock price modifier |
Sign-On Equity Awards (Inducement Awards under Nasdaq 5635(c)(4))
| Award Type | Grant Date | Quantity | Strike Price | Vesting Schedule | Term/Expiration |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | July 28, 2025 | 300,000 | N/A | 25% on each 12-month anniversary of grant date, over 4 years | |
| Nonqualified Stock Options | August 1, 2025 | 600,000 | $3.44 per share | 150,000 on each anniversary over 4 years (25% per year) | 10-year term from grant |
Equity Ownership & Alignment
- Ownership: Granted 300,000 restricted shares (time-based) and options for 600,000 shares; all awards time-based vesting over 4 years with annual tranches .
- Vested vs Unvested: Initially unvested; vests 25% per year on each anniversary of respective grant dates .
- Ownership Guidelines: “Certain Other Executives” must hold ≥3x base salary in Company shares within 5 years of becoming subject; unvested options do not count toward compliance .
- Anti-Hedging/Pledging: Company insider trading policy prohibits hedging, pledging, short sales, and derivative transactions for all directors, officers, and employees .
- Registration: S-8 filing registers shares issuable upon option exercise; inclusion does not represent present intent to sell .
Employment Terms
| Term | Detail |
|---|---|
| Position & Start Date | Chief Commercial Officer; Start Date July 28, 2025 |
| Employment Status | At-will (terminable by either party; subject to severance terms) |
| Place of Performance | Mahwah, NJ headquarters; travel as reasonably required |
| Severance (Without Cause or by Executive per §4(c)) | If <12 months tenure: 3 months base salary; if ≥12 months: 12 months base salary; plus 100% of Annual Bonus Target paid over 12 months; Company-paid health premiums for same period; equity acceleration: if >9 months from agreement date, 150,000 options and 75,000 restricted shares vest on termination |
| Non-Compete (Scope & Duration) | Global restriction on design/development/marketing/sale/manufacture/distribution of home infusion products or injection devices ≥10ml and other Company businesses; Restricted Period is later of severance payment period or 12 months post-termination (3 months if termination before first anniversary and severance owed) |
| Non-Solicit | Prohibits solicitation/hiring of employees and contacting customers/competitors for competitive purposes during Restricted Period |
| Change-of-Control (Employment Agreement) | Double-trigger acceleration: if “Change of Control Termination” (termination without cause or for good reason within defined window), all outstanding equity awards vest in full; PSUs vest only to extent performance metrics satisfied |
| Change-of-Control (LTIP awards) | RSUs vest automatically upon Change in Control; if CoC before Dec 31, 2026, PSUs vest at 100% target with stock price payout modifier |
| CEO Succession Acceleration | If CEO Linda Tharby departs and Company fails to appoint Kalbermatten as CEO within 6 months while he remains employed, time-based Sign-on options, time-based restricted stock, and time-vested portion of 2025 LTI vest in full |
| Clawback | Specific clawback in employment agreement covering AICP bonus, sign-on options and shares for restatement, misconduct, and restrictive covenant breaches; terminates upon Change in Control; also subject to Company’s broader clawback policy adopted May 17, 2023 |
| Indemnification/D&O | D&O insurance coverage no less favorable than other senior executives/directors during employment and thereafter for applicable periods |
Investment Implications
- Pay-for-performance alignment: AICP tied to multi-metric Company performance with Board discretion; LTI mix (33/33/33) includes PSUs with performance criteria and potential stock price modifier, improving incentive alignment to revenue/EBITDA/TSR outcomes .
- Retention risk vs acceleration: Four-year time-based tranches for 900,000 combined equity units create annual vesting “sell windows.” Notably, CEO succession and Change-of-Control provisions can fully accelerate time-based awards, reducing retention friction in transition/M&A scenarios .
- Insider selling pressure: Annual 25% vesting for restricted stock and options may create predictable liquidity events; options strike at $3.44 positions him to exercise if market price exceeds strike materially .
- Governance safeguards: Strict anti-hedging/pledging, stock ownership guidelines (3x salary, 5-year compliance), and clawback regime reduce misalignment and reputational risk .
- Execution track record: Prior turnaround and BD/Terumo partnerships experience should support KRMD’s pharma services and drug delivery growth ambitions; contemporaneous KRMD momentum (Q2 2025 +21% YoY revenue; FY25 guidance +18–20%) offers a constructive backdrop for his commercial agenda .