Didier Demesmin
About Didier Demesmin
Dr. Didier Demesmin, 56, is an interventional pain medicine physician and independent director nominee at Milestone Scientific (MLSS). He was appointed to the Board on September 6, 2023, and is listed as “Director since 2024” in the 2025 proxy; his background includes CEO/Medical Director of University Pain Medicine Center, Director of Pain Management at St. Peter’s University Hospital, and academic appointments at Rutgers . He holds a BA in Psychology (Rutgers, 1994), MD (UMDNJ, 2000), and MBA (Northwestern Kellogg, 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University Pain Medicine Center | Chief Executive Officer & Medical Director | 2007–present | Advocate/adopter of CompuFlo system; insight into pain market |
| St. Peter’s University Hospital | Director, Pain Management Department | Since Mar 2006 | Clinical leadership in pain |
| JFK Medical Center, RWJ University Hospital, Somerset MC, Hudson Regional, Saint Barnabas | Physician, Pain Medicine | Since 2007–2013 (various start dates) | Multi-site clinical practice |
| Rutgers Robert Wood Johnson Medical School | Clinical Instructor; Clinical Assistant Professor (PM&R) | Since Aug 2006; since Jul 2013 | Academic training/education |
| St. Peter’s University Hospital | Medical Director, PM&R & Sports Medicine Institute | Since Dec 2013 | Program leadership |
| JFK Johnson Rehabilitation Institute | Assistant Fellowship Program Director, Multidisciplinary Interventional Pain Medicine | Since Nov 2013 | Fellowship governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University Pain & Spine Center (private) | Founder/Medical Director | Ongoing | Private practice; multi-location operations |
| STEMMEE Surgery Center (ASC) | Founder | Ongoing | Ambulatory surgical services |
| New Jersey Society of Interventional Pain Physicians | Trustee | Since Sep 2010 | Professional society governance |
| Middlesex County Medical Society of New Jersey | Trustee; President-Elect (2011–2012); President (2012–2014) | Since Jan 2010; leadership 2011–2014 | Regional medical governance |
Board Governance
- Committee assignments: In 2024, Demesmin was designated a member of the Audit and Compensation Committees (footnotes 1 and 2 next to his name) . Committee chair roles were held by other directors; Demesmin is not identified as a chair in 2024–2025 materials .
- Independence: In 2024, the Board determined Demesmin was independent under NYSE American rules . In 2025, the Board’s independence disclosure indicates that, other than Mr. Hines and Dr. Demesmin, all current directors/nominees are independent—implying Demesmin was classified as non‑independent in 2025 .
- Attendance: All directors attended at least 75% of Board and relevant committee meetings in 2023 and 2024 .
- Board size and structure: Seven authorized directors in 2023; six authorized directors in 2024; separate Chair and CEO roles affirmed as governance best practice .
- Policies: Hedging, short sales, holding in margin accounts, or pledging company securities are prohibited for directors; insider trading policy with blackout periods and preclearance .
- Related-party exposure: (1) April 9, 2025 unsecured convertible promissory note (part of $800,000 aggregate) issued to Demesmin, Goldman, Casamento; prime minus 2.50% interest; maturity April 9, 2028; conversion floor $0.50; repayable in cash/stock . (2) Demesmin’s University Pain Medicine Center (STEMMEE) agreed in Feb 2024 to purchase products from MLSS on standard terms; $21,000 purchases in 2024 .
Fixed Compensation
- Director compensation plan: Annual compensation $100,000 in stock awards for non-executive directors; Chair of Board receives $120,000; committee chairs receive additional $10,000; paid in stock at market value to build ownership alignment; independent directors not eligible for employee benefit plans .
| Director Compensation (Non-Executive) | 2024 |
|---|---|
| Stock Awards ($) – Didier Demesmin | $100,000 |
Performance Compensation
- No performance-based compensation metrics are disclosed for non-executive directors; director compensation consists of stock awards rather than cash bonuses or options linked to performance .
| Performance Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| None for director pay | N/A | N/A | N/A |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships listed in proxy . |
| Private/company roles | University Pain & Spine Center | Founder/Medical Director | External leadership; customer relationship with MLSS via STEMMEE purchases . |
| Private/company roles | STEMMEE Surgery Center | Founder | Ambulatory surgery center . |
| Academic | Rutgers RWJ Medical School | Clinical Instructor; Clinical Assistant Professor (PM&R) | Ongoing academic appointments . |
| Hospital affiliations | Multiple NJ hospitals | Physician roles | JFK, RWJ, Somerset, Hudson Regional, Saint Barnabas . |
Expertise & Qualifications
- Double board-certified in anesthesiology and pain medicine; extensive leadership in interventional pain and neuromodulation care; broad operational experience across hospital systems and private practice .
- Degrees: BA (Rutgers, 1994), MD (UMDNJ, 2000), MBA (Northwestern Kellogg, 2018) .
- Governance-relevant expertise: clinical adoption and advocacy of MLSS CompuFlo technology in pain clinics—a strategic perspective for market expansion .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nov 4, 2025 (record date) | 112,356 | <1% | Included in directors/executives group total of 9,836,801 shares (12.51%) . |
| May 28, 2024 | — (not listed) | — | No director-level ownership disclosed for Demesmin at that date . |
- Policy alignment: Directors are prohibited from pledging or holding MLSS stock in margin accounts; hedging/short sales prohibited .
Insider Trades
| Period | Form 4 Transactions (MLSS) | Notes |
|---|---|---|
| 2024-01-01 to 2025-12-31 | None found for “Didier Demesmin” | Insider-trades skill run returned no records in this window (filing date filter). |
Related Party Transactions
| Date | Transaction | Counterparty | Amount/Terms | Governance Considerations |
|---|---|---|---|---|
| Apr 9, 2025 | Convertible promissory note | Director Demesmin (and Goldman, Casamento) | Aggregate $800,000; prime – 2.50% interest; due Apr 9, 2028; convertible at ≥$0.50; repayable in cash/shares; unsecured | Potential conflict; financing from directors; conversion floor may align incentives but creates related-party exposure . |
| FY 2024 | Product purchases | STEMMEE/University Pain Medicine Center (CEO: Demesmin) | $21,000 purchases on standard terms | Related-party customer relationship; modest scale but noteworthy for independence assessment . |
Governance Assessment
- Independence shift: Demesmin was independent in 2024, but in 2025 he is not classified as independent—driven by director financing and related-party customer ties. This reduces the count of independent directors and may affect committee compositions and perceptions of board objectivity .
- Attendance and engagement: Met the ≥75% attendance threshold in 2023 and 2024, satisfying baseline engagement expectations .
- Compensation alignment: Director pay is stock-based ($100,000 in 2024), structurally aligned with shareholders; no performance metrics tied to director pay, consistent with typical governance frameworks for non-executive directors .
- Ownership: Holds 112,356 shares (<1%); prohibitions on hedging/pledging support alignment and reduce risk of misaligned incentives .
- RED FLAGS:
- Related-party financing: April 2025 unsecured, convertible note to Demesmin—introduces potential conflicts around capital decisions and conversion terms .
- Customer relationship: STEMMEE/University Pain Medicine Center purchases from MLSS—commercial ties to director’s enterprise warrant continued monitoring, even if on standard terms .
- Independence reclassification: Non‑independent status in 2025 constrains committee eligibility (e.g., audit), and may weaken external investor confidence in board checks and balances .
Overall, Demesmin brings deep clinical expertise and end‑market insight valuable to MLSS’s CompuFlo adoption strategy, but his financing and commercial ties materially impact independence and require robust recusal protocols and enhanced disclosure to sustain investor confidence .