Linda Tharby
About Linda Tharby
President and CEO of KORU Medical Systems since April 2021; age 56; Honors BBA from Wilfrid Laurier University; prior 24-year BD executive across Life Sciences, Diabetes Care, Pre-Analytical Systems/Biosciences, CHRO, and Chief Customer Experience Officer roles . As CEO, she also serves on KRMD’s Board (non‑independent) with an automatic resignation from the Board upon termination of CEO employment, maintaining governance separation; the Chair role is held by an independent director . Company TSR (value of $100) was $128.33 in 2024 (vs. $81.83 in 2023; $119.00 in 2022), while net losses were $(6.07)M in 2024, $(13.74)M in 2023, and $(8.66)M in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Becton Dickinson (BD) | EVP & President, Life Sciences; Group President, Pre-Analytical Systems and Biosciences; Worldwide President, Diabetes Care; VP/GM, Pharmaceutical Systems | 1998–2016 | Led global portfolio innovation and commercialization; deep drug-device/home administration experience . |
| BD | Chief Human Resources Officer | Oct 2016–Jul 2018 | Enterprise change/integration leadership (incl. C.R. Bard integration) . |
| BD | Chief Customer Experience Officer | Jul 2018–Dec 2020 | Enterprise customer experience transformation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Columbia University Mailman School of Public Health | Board of Advisors | Since 2014 (as disclosed) | Advisory role; governance/healthcare network exposure . |
Fixed Compensation
| Year/As-of | Base Salary ($) | Target Bonus % of Salary | Actual AICP/Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 563,063 | 80% | 400,400 | CEO bonus paid 70% cash/30% stock under AICP . |
| 2024 | 568,770 | 80% | 137,106 | CEO bonus paid 70% cash/30% stock under AICP . |
| 12/31/2024 (current base) | 583,495 | 80% | — | Latest stated base for 2025 comp calibration . |
Notes:
- CEO AICP target = 80% of base; payout mix 70% cash/30% stock .
- Company uses external comp consultant (Aon) and peer data to calibrate pay .
Performance Compensation
Annual Incentive (AICP) Design
- Company performance pool may include metrics: revenue, EBITDA, ROE, net income, operating income/margin, gross margin, strategic plan progress, share gains, innovation, minimum cash, or others at Board discretion; individual goals also factor into payout .
- Clawback applies to incentive compensation (restatements; misconduct; specified harms) .
2024 LTIP Structure (CEO weighting)
- CEO LTIP target mix: 25% time-based RSUs, 50% PSUs, 25% options (others: 33/33/33) .
- RSUs/options vest 25% annually over 4 years; PSUs vest on performance criteria set by the Committee .
2024 Grants to CEO (Aug 2024)
| Instrument | Grant detail | Vesting / Metric | Fair value / Terms |
|---|---|---|---|
| RSUs | 63,872 units | 1/4 vested Mar 15, 2025; then annually on 1st, 2nd, 3rd anniversaries; all RSUs vest on Change in Control | Included in 2024 Stock Awards; RSUs are part of LTIP . |
| PSUs (target) | 127,660 units | Vests based on FY2026 revenue; payout range 0–150% of target; payout modifier 0.5–1.5x based on 20‑day avg stock price to Dec 31, 2026; if CoC before 12/31/2026: vests at 100% target with price modifier | Part of 2024 Stock Awards; max aggregate PSUs across execs: 434,489 shares . |
| Stock Options | 140,950 @ $2.35, exp. 8/15/2034 | 1/4 vested Mar 15, 2025; then annually on 1st, 2nd, 3rd anniversaries | Included in 2024 Option Awards . |
2021 New‑hire Equity and Option Awards (Inducement)
| Instrument | Grant detail | Vesting / Metric | Terms |
|---|---|---|---|
| Stock Options | 1,000,000 @ $3.875, exp. 3/15/2031 | 25% on 3/15/2022; then annually (25% each year) | Employment agreement options; standard 4-year vest . |
| Time‑based RS | 200,000 shares | 25% on 4/12/2022; then annually | Inducement grant . |
| Performance RS (Net Sales Growth) | 600,000 shares | Vests based on net sales growth targets for 2022–2025; catch‑up provisions; full vest if Company maintains specified revenue run‑rate for 2 consecutive quarters after 1/1/2022 | Inducement performance schedule . |
| Market‑Cap RS | 200,000 shares | 50k @ $500M <$600M; 50k @ $600M <$750M; 100k @ ≥$750M enterprise value (90 consecutive days) by 5th anniversary; CoC thresholds also vest | Inducement market‑cap milestones . |
Pay Practices/Policies
- No option repricing; no discounted options; no tax gross‑ups on severance/CoC; anti‑hedging/pledging; double‑trigger CoC for certain equity; stock ownership guidelines (CEO 5x salary) .
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 2, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Linda Tharby (CEO) | 2,113,783 | 4.6% | Includes 750,000 unvested restricted shares with voting power . |
- Insider policy prohibits hedging and pledging; CEO ownership guideline = 5x base salary; non‑employee directors = 4x annual cash fees .
Outstanding CEO Equity (12/31/2024)
| Type | Status | Strike | Expiration | Quantity | Reported Value |
|---|---|---|---|---|---|
| Options | Exercisable | $3.88 | 3/15/2031 | 750,000 | — . |
| Options | Unexercisable | $3.88 | 3/15/2031 | 250,000 | — . |
| Options | Unexercisable | $2.35 | 8/15/2034 | 140,950 | — . |
| Unvested Stock (RS/RSU) | Not Vested | — | — | 800,000 | $3,080,000 (company table; 12/30/2024 px ref) . |
| Equity Incentive (PSU) | Unearned | — | — | 191,532 | $737,398 . |
(Company table uses a 12/30/2024 price reference and reports values per above) .
Employment Terms
- Start date/Role: Employed March 15, 2021; CEO effective April 12, 2021 .
- Severance (no cause/good reason): 12 months base salary; annual bonus “as if earned” for year of termination; if termination on/after 1/1/2022, accelerates that year’s 25% tranche of options and time‑based RS; Company pays COBRA during severance period .
- Change‑in‑Control (employment agreement): If terminated without cause or resigns for good reason within 3 months prior to or 12 months post‑CoC, all equity awards pursuant to the employment agreement fully vest (double‑trigger with a pre‑closing tail) .
- LTIP CoC treatment: RSUs vest automatically on CoC; if CoC before 12/31/2026, PSUs vest at 100% of target with price‑based modifier .
- Restrictive covenants: 1‑year non‑compete and non‑solicit; confidentiality; non‑disparagement; IP assignment .
- Clawback: Nasdaq‑compliant clawback for incentive‑based comp; CEO agreement has additional forfeiture for restatements/misconduct and restrictive covenant breaches .
Board Governance
- Board service: Director since 2022; not independent as an employee; no committee assignments .
- Automatic Board resignation upon CEO employment termination (mitigates dual‑role entrenchment) .
- Board structure: 5 of 7 nominees independent (excluding CEO and former consultant); separated Chair (independent) and CEO roles; Lead Director structure in place .
- Meetings/attendance: Board held 4 regular and 1 special meeting in 2024; all directors ≥75% attendance; independent directors meet in executive session .
- Director pay context: Non‑employee directors receive $50k cash retainer, $60k stock award; Chair +$30k stock; committee chair retainers; employee directors (incl. CEO) receive no director compensation .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay results: For 23,167,952; Against 702,827; Abstain 81,599; broker non‑vote 12,997,325 .
- Ongoing shareholder engagement process disclosed; annual say‑on‑pay voting and outreach .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 | 119.00 | 81.83 | 128.33 . |
| Net Income/(Loss) ($) | (8,661,142) | (13,741,062) | (6,066,633) . |
Compensation Structure Diagnostics
- Mix shift and structure: CEO’s 2024 LTIP is majority at‑risk PSUs (50%) with a single FY2026 revenue goal plus a stock‑price modifier, supplemented by options (25%) and time‑vest RSUs (25%), aligning to both growth and share price while preserving retention via 4‑year vesting .
- AICP flexibility: Board has discretion across a wide metric set; payouts include individual goals; clawback in place .
- Governance practices: No option repricing, anti‑hedging/pledging, ownership guidelines (CEO 5x); double‑trigger CoC in employment agreement; LTIP provides single‑trigger for RSUs and target vest for PSUs on early CoC through 2026 (watch equity acceleration optics in M&A) .
Investment Implications
- Alignment and upside: High at‑risk equity mix with 2026 revenue PSUs and options at $3.88/$2.35 provide leverage to execution and stock performance; CEO beneficially owns 4.6%, signaling meaningful skin‑in‑the‑game .
- Retention/overhang: Multi‑year vesting (annual March 15 tranches) and sizable unvested awards support retention but may create periodic selling pressure around vest/exercise windows; RSU single‑trigger vesting and PSU target vesting on CoC could amplify deal‑related dilution .
- Pay governance risk low: Strong say‑on‑pay support in 2025, clawback, anti‑hedging/pledging, and no repricing reduce governance red flags, though the broad AICP metric discretion warrants continued monitoring for rigor .
- Execution risk: Company remains loss‑making despite improved 2024 loss vs 2023; PSU design concentrates on FY2026 revenue delivery—investors should track quarterly trajectory vs. that goal and any 2025 guidance updates for signal on PSU realizability .