Vincent Capone
About Vincent Capone
Vincent S. Capone, 58, serves as Chief Financial Officer and General Counsel of Spectral AI, Inc. (MDAI). He has been General Counsel and Corporate Secretary since March 2022 and was appointed CFO effective February 29, 2024, holding both roles concurrently . He began his career as a certified public accountant at KPMG LLP, later practicing corporate and securities law at Morgan Lewis LLP and as a Partner at Reed Smith LLP; he also served as President of a New York-based private equity fund investing in technology companies . Capone holds a JD and MBA from Temple University and a BS in Accounting from Penn State; he also serves on external boards and advisory roles (Chair of Audit Committee and member of Compensation Committee at SIM Acquisition Corp. I (NASDAQ: SIMAU); senior advisor to Alexet Capital Associates; Board Member of the Ryan Lesher Foundation) . The company’s proxy does not disclose TSR, revenue growth, or EBITDA growth performance metrics tied to Capone’s compensation; equity awards were characterized as retention- and engagement-focused in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Certified Public Accountant | Not disclosed | Foundational financial/audit training |
| Morgan Lewis LLP | Corporate & Securities Lawyer | Not disclosed | Legal advisory to life-science/technology companies |
| Reed Smith LLP | Partner (Corporate & Securities) | Not disclosed | Business-focused counsel driving corporate growth |
| NY-based Private Equity Fund | President | Not disclosed | Led investments in technology companies |
External Roles
| Organization | Role | Years | Committees/Scope |
|---|---|---|---|
| SIM Acquisition Corp. I (NASDAQ: SIMAU) | Board Member | Not disclosed | Chair, Audit Committee; Member, Compensation Committee |
| Alexet Capital Associates, LLC | Senior Advisor | Not disclosed | Advisory role |
| Ryan Lesher Foundation | Board Member | Not disclosed | Non-profit board service |
Fixed Compensation
| Metric ($USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $350,000 | $400,000 |
| Bonus | $65,000 | $250,000 (proxy footnote: represents payments of bonuses earned during FY 2023) |
| Stock Awards (RSUs FV) | — | $283,500 |
| Option Awards (FV) | $103,982 | — |
| All Other Compensation | $42,581 | $53,971 |
| Total | $561,563 | $987,471 |
Note: The prior proxy (Apr 4, 2024) reported FY 2023 salary $331,250, option awards $97,010, all other compensation $34,616, total $527,876 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|---|---|---|
| RSU | 2/29/2024 | 150,000 | $283,500 (FY 2024 stock awards) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Stock Options | 5/6/2022 | Various (see equity awards table) | — (FV expensed in grant years) | Three equal annual installments beginning on grant date | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Stock Options | 4/13/2023 & 6/29/2023 | Various (see equity awards table) | $103,982 (FY 2023 option awards) | Three equal annual installments beginning on grant date | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
The company states 2024 equity awards were designed for retention/engagement and bonus compensation; specific quantitative performance metrics, targets, or weightings are not disclosed in the proxy .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (as of Apr 15, 2025) | 137,554 shares; <1% of 25,628,121 outstanding |
| Options Exercisable within 60 Days | 92,854 shares |
| RSUs Outstanding | 150,000 units granted 2/29/2024 |
| Vested vs Unvested (Options) | See Outstanding Equity Awards table below |
| Shares Pledged as Collateral | None disclosed in proxy |
| Stock Ownership Guidelines | Not disclosed in proxy |
Outstanding Equity Awards at FY-End 2024 (as of Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | RSUs/Restricted Stock (#) |
|---|---|---|---|---|---|
| 5/6/2022 | 60,955 | — | 4.47 | 5/6/2032 | — |
| 5/6/2022 | 6,939 | — | 4.47 | 5/6/2032 | — |
| 4/13/2023 | — | 6,014 | 4.48 | 4/13/2033 | — |
| 4/13/2023 | 6,014 | 6,013 | 4.48 | 4/13/2033 | — |
| 6/29/2023 | — | 6,466 | 5.54 | 6/1/2033 | — |
| 6/29/2023 | 6,466 | 6,466 | 5.54 | 6/1/2033 | — |
| 2/29/2024 | — | — | — | — | 150,000 |
Options generally vest in three equal annual installments beginning on the grant date, subject to continued service .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement | Executive Employment Agreements in place for selected officers, including Vincent Capone |
| Base Salary & Annual Bonus | Provides for base salary and eligibility for an annual bonus |
| Severance | Eligibility to receive certain severance benefits upon involuntary termination (specific multiples not disclosed) |
| Change-of-Control | Under the 2023 LTIP, Compensation Committee may accelerate vesting or adjust grants upon a Change in Control |
| Post-Termination Option Exercise | Options must be exercised within 90 days of termination, otherwise forfeited |
| Restrictive Covenants | Confidentiality, IP assignment, and post-employment non-solicitation provisions |
| Lock-Up | Capone listed among “Lock-Up Parties” in Oct 2025 financing documents |
Track Record, Value Creation, and Execution Risk
- Background spans accounting (CPA), corporate/securities law, and private equity leadership; company describes him as “business-focused” with a track record of driving corporate growth and development .
- Dual-role CFO and General Counsel since Feb 29, 2024 . No specific project outcomes, TSR, or financial KPIs tied to his pay were disclosed in the proxy .
Equity-Related Policies and Red Flags
- Section 16 compliance: Company reports officers and directors complied with filing requirements for FY 2024 .
- Related party transactions: Financing agreements note general representation that officers/directors are not party to transactions >$120,000 except as set forth in SEC reports; no specific Capone-related transactions disclosed in the 8-K excerpt .
- Hedging/pledging: No pledging by Capone disclosed; hedging policies not detailed in the cited proxy sections .
Say-on-Pay, Peer Group, and Performance Metrics
- Compensation peer group, explicit target percentiles, and say-on-pay results are not disclosed in the cited sections.
- Equity awards in 2024 were characterized as retention/engagement and bonus compensation; quantitative performance metrics, targets, and weightings for payouts are not disclosed .
Investment Implications
- Pay mix and incentives: 2024 compensation includes meaningful cash bonus ($250,000, noted as payment of bonuses earned in FY 2023) and RSU grant ($283,500 FV), with ongoing option vesting—suggests retention-oriented equity with limited disclosed link to financial KPIs, reducing pay-for-performance transparency .
- Vesting and potential supply: Options vest over three years from grant; a 150,000-unit RSU award granted 2/29/2024 increases future vesting supply, potentially elevating insider selling capacity upon vesting and settlement; exact RSU vesting schedule not disclosed .
- Alignment: Beneficial ownership is <1% (137,554 shares), including 92,854 options exercisable within 60 days—moderate direct alignment; no pledging disclosed, mitigating alignment risk .
- Trading constraints: Capone is a lock-up party in the Oct 2025 financing, which typically restricts near-term sales for a defined period (agreement terms not disclosed in the excerpt), potentially dampening immediate insider selling pressure .
- Change-of-control economics: Committee discretion to accelerate vesting under the 2023 Plan could enrich equity value upon a transaction; specific severance multiples and triggers are not disclosed, limiting visibility into golden parachute exposure .
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