Thomas Adams

About Thomas Adams

Thomas Adams is Chief Financial Officer, Treasurer, and Corporate Secretary of KORU Medical Systems (KRMD), appointed effective August 1, 2023; he previously served as VP of FP&A (Nov 2021–Jul 2022) and interim CFO (Jul 1, 2022–Jul 10, 2023). He is 51 years old, with 20+ years of finance and accounting experience in medtech and pharma; prior roles include Senior Director of Finance at Integra Life Sciences (2011–2021), senior finance roles at Pfizer (2000–2011), and audit at Ernst & Young; he holds a B.S. in Accounting and Finance from The Ohio State University . Company performance context during his tenure: KORU’s TSR from a $100 base on 12/31/2021 was $119.00 in 2022, $81.83 in 2023, and $128.33 in 2024, while net losses were $(8.7)M, $(13.7)M, and $(6.1)M respectively; 2023 guidance called for 11–17% revenue growth to $31–$32.5M .

Past Roles

External Roles

No public company directorships or external board roles are disclosed for Mr. Adams in the company’s filings reviewed .

Fixed Compensation

Note: AICP awards are earned only upon continued employment through payment in the subsequent year .

As of December 31, 2024, Mr. Adams’ base salary was set at $351,000 .

Performance Compensation

LTIP Structure and Weighting (Executive Participants)

2024 LTIP Grants (Aug 15, 2024)

Prior Option Awards

AICP (Annual Cash Incentive Plan)

• Eligibility: Up to 30% of base salary per 2025 proxy narrative (2024 cycle); Company sets annual Company/individual targets; paid in March following performance year; must be actively employed at payment .
• Clawback: KORU-wide clawback policy aligned with Nasdaq listing standards; AICP includes restatement-related recoupment and misconduct provisions .

Equity Ownership & Alignment

Beneficial Ownership (as of April 2, 2025)

• Stock ownership guidelines: Certain executives must hold 3× base salary; compliance required within 5 years; options/rights to acquire excluded from count .
• Anti-pledging/hedging: Insider trading policy prohibits pledging/margining, hedging/monetization, short sales, and derivative transactions on Company securities .
• Pledging: Company is not aware of any pledge arrangements that may result in change in control .

Outstanding Equity Awards (12/31/2024)

• RSUs: 21,617 granted Aug 15, 2024 with 25% vest on Mar 15, 2025 and annually thereafter (not shown in year-end outstanding table but disclosed in LTIP grant) .

Employment Terms

• Appointment: CFO effective Aug 1, 2023; amendment to employment agreement signed Aug 1, 2023 .
• Base Salary: Set to $325,000 in the Aug 2023 amendment ; raised to $351,000 as of Dec 31, 2024 per proxy .
• Annual Bonus: Eligibility increased to up to 50% of base per Aug 2023 amendment ; proxy narrative for 2024 states up to 30% of base .
• Severance: If terminated without cause or for good reason—6 months of base salary if before Aug 1, 2024; 12 months if on/after Aug 1, 2024; Company pays its share of health insurance premiums for the same period; payments cease upon new employment/engagement .
• Change-of-Control (equity acceleration): Options granted under the employment agreement and the Aug 2023 amendment fully vest upon a “Change of Control Termination” (double trigger within 3 months before or 12 months after CoC) . LTIP (Aug 2024) provides single-trigger RSU acceleration upon CoC and PSU vesting at 100% target with price modifier if CoC occurs prior to 12/31/2026 .
• Option Exercise Window on Separation: LTIP Aug 2024 options can be exercised only for 90 days following separation .
• Good Reason/Cause: Defined in employment documents (e.g., material breach, material reduction of duties, or salary reduction for Good Reason; Cause includes gross negligence, fraud, misconduct, failure to perform, etc.) .

Performance & Track Record

• CFO role recognized for “critical” contributions and execution of strategic initiatives; tasked to drive business toward “Vision 2026” .
• Company TSR from a $100 base: $119.00 (2022), $81.83 (2023), $128.33 (2024); Net losses: $(8.7)M (2022), $(13.7)M (2023), $(6.1)M (2024) .
• 2023 outlook: $31–$32.5M revenue (11–17% growth) updated amid market shifts; cash $11.7M at 6/30/2023; gross margin guidance 58–60% (60–62% exit rate) .

Governance and Compliance Notes

• Section 16(a): One late Form 4 for Thomas Adams in FY2024 (also one for several other executives) .
• Clawback: Nasdaq-compliant clawback policy; AICP includes restatement/misconduct recovery .
• Anti-hedging/pledging: Prohibited for all directors/officers/employees .
• Compensation Committee: Chaired by Joseph M. Manko, Jr.; Board maintains annual say-on-pay .

Investment Implications

• Pay-for-performance alignment: Adams’ LTIP mix (RSUs/PSUs/options at 33/33/33) ties significant value to FY2026 revenue and share price, aligning incentives toward organic growth and stock performance; single-trigger RSU and PSU acceleration on CoC could create retention or transaction incentives, while options require a double-trigger .
• Vesting and potential selling pressure: RSUs and 2024 options vest 25% annually beginning Mar 15, 2025; prior options (2021/2023 grants) continue to vest on annual schedules—these events can create predictable liquidity windows and potential incremental insider selling pressure, tempered by anti-hedging/pledging policies and ownership guidelines .
• Retention risk: Severance provides 6–12 months of salary and health premium support, with CoC protections on equity; combined with LTIP cadence and PSU measurement horizon (2026), near-term retention risk appears moderated, but compensation policy changes (proxy shows 30% bonus cap vs. 50% in 2023 amendment) warrant monitoring for competitiveness vs. peers .
• Alignment and governance: Beneficial ownership (<1%) implies limited personal stake relative to total shares outstanding; however, stock ownership guidelines (3× salary for certain execs) aim to increase skin-in-the-game. Clawback and strict anti-hedging/pledging reduce governance risk; one late Form 4 is minor but noted .