James Nisco
Senior Vice President, Finance and Treasury and Chief Accounting Officer at LISATA THERAPEUTICS
Executive
About James Nisco
James Nisco is Senior Vice President, Finance and Treasury and Chief Accounting Officer of Lisata Therapeutics, serving as the company’s Principal Financial Officer and Principal Accounting Officer; he was appointed to this role on April 15, 2024 and provides SOX 302/906 certifications on periodic reports . He is 54 years old and oversees SEC reporting, financial reporting and accounting, treasury operations, and FP&A . Nisco holds an MBA in Financial Management from Pace University and a BS in Business Economics from SUNY Oneonta .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lisata Therapeutics | SVP, Finance & Treasury and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | Apr 2024–present | Leads SEC reporting, accounting, treasury, FP&A; signs SOX certifications |
| Lisata Therapeutics | Vice President, Finance & Treasury | Aug 2020–Apr 2024 | Oversaw finance & treasury functions |
| Lisata Therapeutics | Senior Director, Treasury, FP&A | Feb 2012–Aug 2020 | Led treasury and FP&A |
| OSI Pharmaceuticals (Astellas) | Senior finance roles | Not disclosed | Prior senior finance experience |
| Ciba Corporation (BASF) | Senior finance roles | Not disclosed | Prior senior finance experience |
| Ciba‑Geigy (now Novartis) | Early career | Not disclosed | Early career in finance |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 341,938 | 8,250 | 401(k) match |
| 2023 | 307,526 | 8,250 | 401(k) match |
- Current pay parameters: base salary set at $350,000 and target bonus at 35% of base upon appointment on Apr 15, 2024 . Proxy reiterates base salary entitlement of $350,000 with Compensation Committee discretion; 2024 base received $341,938 .
Performance Compensation
Annual Cash Bonus (STI)
| Year | Target Bonus % of Salary | Actual Bonus Paid ($) | Metric framework | Payout mechanics |
|---|---|---|---|---|
| 2024 | 35% | 122,500 | Determined by Compensation Committee based on performance | Paid per employment terms |
| 2023 | 35% | 94,086 | Determined by Compensation Committee based on performance | Paid per employment terms |
- Eligibility: Upon appointment as SVP & CAO, target STI set at 35% of base; Committee determines payout based on performance .
Equity Incentives
| Instrument | Grant details | Vesting | Status as of 12/31/2024 |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | Eligible to receive performance‑based stock units annually | Plan terms; specific metrics not disclosed for Nisco | Unvested RSUs: 732 sh ($2,181), 2,750 sh ($8,195), 6,000 sh ($17,880) |
| Stock options | Multiple legacy grants under 2009/2015/2018 Plans | Plan terms; typical service vesting; detailed schedule for each NEO, Nisco schedules not itemized | See option detail below |
Option detail (outstanding at 12/31/2024):
| Grant (shares) | Exercisable/Unexercisable | Exercise Price | Expiration |
|---|---|---|---|
| 64 | 64/0 | $580.50 | 2/16/2025 |
| 66 | 66/0 | $339.00 | 6/2/2025 |
| 33 | 33/0 | $94.50 | 1/25/2026 |
| 398 | 398/0 | $71.55 | 9/29/2026 |
| 39 | 39/0 | $53.10 | 1/9/2027 |
| 140 | 140/0 | $56.85 | 1/8/2028 |
| 168 | 168/0 | $74.25 | 1/14/2029 |
| 201 | 201/0 | $49.20 | 1/13/2030 |
| 466 | 466/0 | $23.85 | 1/11/2031 |
| 1,466 | 1,100/366 | $13.76 | 1/10/2032 |
| 3,000 | 1,500/1,500 | $3.00 | 1/9/2033 |
| 4,000 | 1,000/3,000 | $3.08 | 1/9/2034 |
- Equity plan mechanics: All options/awards granted under 2009, 2015, or 2018 equity plans .
- Company‑level CIC acceleration: If awards are not assumed, or if assumed and terminated without cause within 1 year of CIC, all unvested equity (options, RSUs, performance awards) becomes fully vested; performance conditions deemed satisfied .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 32,532 shares (<1%); includes 9,041 options exercisable within 60 days of 4/17/2025 |
| Shares outstanding reference | 8,615,655 shares outstanding as of 4/17/2025 |
| Unvested RSUs (12/31/2024) | 732; 2,750; 6,000 (market values $2,181; $8,195; $17,880) |
| Ownership guidelines | Section 16 officers must hold 1x base salary; compliance expected by June 2028; executives making appropriate progress as of Apr 25, 2025 |
| Hedging/pledging | Prohibited: no short sales, hedging (collars/derivatives), margin/pledging of company stock |
Employment Terms
| Provision | Non‑CIC termination (without Cause / for Good Reason) | CIC termination (within 2 years; without Cause / for Good Reason) |
|---|---|---|
| Severance | 12 months salary continuation ($350,000 baseline) and lump‑sum equal to 100% of target bonus; COBRA reimbursements for 12 months; extend option exercise to earlier of 1‑year post‑termination or original expiry | 12 months salary continuation and 100% target bonus; COBRA; full vesting of all unvested equity; extend option exercise to earlier of 1‑year or original expiry |
| Estimated payouts (as of 12/31/2024) | $472,500 severance; $53,094 health; total $525,594 | $472,500 severance; $53,094 health; $28,256 equity acceleration; total $553,851 |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined in Nisco agreements | |
| 2025 amendments | June 10, 2025 amended and restated separation benefits agreement added release requirement (within 60 days), clarified COBRA reimbursements vs lump‑sum if needed, clarified 409A compliance and allowed lump‑sum severance, and specified that, following a CIC, the pre‑CIC board (or independent third party) determines Cause/Good Reason and entitlement . | |
| Appointment date | Appointed SVP, Finance & Treasury and Chief Accounting Officer; PFO/PAO effective Apr 15, 2024 |
SOX certifications: Nisco signs Section 302 and 906 certifications on Q3 2025 10‑Q, evidencing responsibility for disclosure controls and financial reporting .
Multi‑Year Compensation (as reported)
| Year | Salary ($) | Bonus ($) | Stock Awards ($, grant‑date FV) | Option Awards ($, grant‑date FV) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 341,938 | 122,500 | 34,804 | 8,674 | 8,250 | 516,166 |
| 2023 | 307,526 | 94,086 | 22,500 | 6,192 | 8,250 | 438,554 |
Governance, Policies, and Related Matters
- Insider trading policy prohibits short‑term speculative trading, hedging, and margin/pledging of company stock; pre‑clearance required for executives .
- No pension or deferred compensation plans for executives; no SERP .
- 8‑K appointment disclosure notes no related‑party transactions under Item 404(a) and no familial relationships with directors/executives .
Investment Implications
- Pay‑for‑performance alignment: Cash bonus target at 35% of salary with actual payout variability (2024: $122.5k) indicates at‑risk cash tied to annual goals; equity is modest relative to CEO/CMO, suggesting limited immediate dilution but less long‑term leverage vs peers .
- Retention and change‑in‑control economics: One‑year salary plus 100% target bonus and COBRA, with full equity acceleration upon CIC termination, create standard biotech retention protections; 2025 amendments tighten 409A compliance and require a release, reducing payout risk leakage .
- Ownership alignment: Beneficial ownership is <1% (32,532 shares) but subject to 1x salary ownership guideline by June 2028; hedging and pledging are prohibited, supporting alignment and reducing forced‑sale or margin‑call risk .
- Execution and reporting oversight: As PFO/PAO with SOX certifications, Nisco’s role concentrates control over disclosure controls and financial reporting—positive for governance continuity but concentrates key‑person risk in finance .