Jeb Besser
About Jeb Besser
James “Jeb” Besser has served as Chief Executive Officer of Modular Medical (MODD) since February 23, 2022, following a 25-year career in alternative investments and capital markets as Managing Member at Manchester Management Company, LLC; he holds an undergraduate degree from Brown University and was disclosed as age 46 at appointment in 2022 . Under his tenure, MODD advanced its MODD1 insulin pump program to FDA 510(k) filing, triggering milestone-based option vesting in January 2024; however, clearance by August 2024 was not achieved, reflecting execution risk . Pay-versus-performance shows modest executive compensation and negative shareholder returns in FY2024 alongside continued net losses, underscoring capital-raising needs and dilution risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manchester Management Company, LLC | Managing Member | 1999–present | Long-term strategic planning, due diligence, business development and investor relations guidance to 100+ public companies |
| Modular Medical, Inc. | Chief Executive Officer | Appointed Feb 23, 2022 | Led MODD1 program to FDA 510(k) submission; milestone-based equity vesting aligned to submission |
| Modular Medical, Inc. | President (prior) | Apr 26, 2017 to Jul 24, 2017 [simply reference not required in table since not in filings] | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| River Stone Biotech | Director | Current | Oversight of development-stage specialty bioprocessing strategy |
| Manchester Management Company, LLC | Managing Member | 1999–present | Investment management leadership and capital markets expertise relevant to MODD |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $1.00 | $1.00 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $130,480 |
| Total ($) | $1.00 | $130,481 |
Performance Compensation
| Metric | Target | Actual | Award/Payout | Vesting |
|---|---|---|---|---|
| FDA 510(k) premarket submission for MODD1 | By Jan 31, 2024 (per Bonus Program) | Submitted Jan 19, 2024 | Stock option for 135,136 shares at $1.11 strike vested | Vested upon submission on Jan 19, 2024 |
| FDA clearance of MODD1 | By Aug 1, 2024 (per Bonus Program) | Not received by deadline | Contingent option award did not vest; payout $0 | Option terminated Aug 2024 |
The “Two-Part FDA Submission and Clearance Milestone Bonus Program” granted approximately 865,000 options firm-wide (including executive officers); submission and clearance served as performance gates, aligning equity awards to program execution .
Equity Ownership & Alignment
| Metric | As of Dec 18, 2023 | As of Jan 17, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 2,866,526 | 3,780,966 |
| Shares issuable on exercise of outstanding equity awards and warrants | 653,511 | 788,647 |
| Ownership % of shares outstanding | 16.05% | 11.02% |
| Direct personal holdings (shares) | 124,750 | 144,750 |
| Manchester Explorer, L.P. holdings (shares) | 2,218,077 | 3,284,743 |
| JEB Partners, L.P. holdings (shares) | 317,473 | 330,473 |
Officer and director hedging via short sales is prohibited by policy; no pledging disclosures are indicated for Besser in the proxy materials .
Options and Vesting (as of Mar 31, 2024)
| Holder | Shares Exercisable | Strike ($) | Expiration |
|---|---|---|---|
| James E. Besser | 135,136 | $1.11 | 10/2/2033 |
Employment Terms
- Compensation: De minimis base salary of $1 per year as CEO .
- Clawback: Company-wide incentive compensation recovery policy in case of financial restatement (clawback over prior 3 years) .
- Hedging: Officer and director short sales prohibited .
- Severance/Change-of-Control: No specific severance or change-of-control provisions for Besser disclosed in the proxy or 8-K; terms disclosed for other executives (e.g., DiPerna) do not apply to Besser .
Insider Transactions (last 24 months)
| Date | Type | Shares | Price | Value | Ownership after |
|---|---|---|---|---|---|
| Dec 3, 2024 | Open-market purchase | 21,000 | $1.65–$1.73; weighted avg $1.6779 | $35,235 | 265,750 direct shares |
Additional public Form 4 activity is noted (e.g., filings in November and March), but specific transaction details for those dates were not extracted here; see EDGAR for underlying records .
Performance & Track Record
- Milestones: 510(k) premarket submission achieved Jan 19, 2024; clearance not obtained by Aug 1, 2024 leading to lapse of clearance-contingent options .
- Pay vs Performance: FY2024 compensation actually paid to PEO reported at $420,388, concurrent with TSR value of $9.09 (initial fixed $100 investment) and net loss of $17,470,489; FY2023 shows TSR value of $18.73 and net loss of $13,878,936 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR – Value of initial fixed $100 investment ($) | $18.73 | $9.09 |
| Net Loss ($) | $13,878,936 | $17,470,489 |
Related Party Transactions and Governance
- Manchester Explorer, affiliated with Besser (via Manchester Management), purchased 900,000 shares in MODD’s February 2024 public offering for $990,000 gross proceeds; MMC and affiliates held ~13% at March 31, 2024, highlighting influence and alignment .
- Compensation governance: Compensation Committee engaged San Diego Human Resources Consulting (SDHRC) in FY2024 to benchmark cash compensation; CFO and COO base salaries were increased effective April 1, 2024 (CFO $300k→$360k; COO $250k→$300k); Besser’s $1 base salary remained de minimis .
Investment Implications
- Alignment: Besser’s $1 salary and significant beneficial ownership (11.02% as of Jan 17, 2025) indicate strong equity alignment; insider open-market purchases in Dec 2024 further suggest confidence .
- Execution risk: FDA milestone-based option structure aligned incentives to regulatory progress; submission achieved, but clearance target missed, cancelling contingent awards—highlighting operational and regulatory timing risk .
- Dilution and financing: Management explicitly disclosed substantial doubt about going concern and anticipated further capital raises; equity plan expansion (+3,000,000 shares) underscores near-term dilution risk to shareholders despite required talent retention .
- Governance and RPTs: Affiliated fund purchases and concentrated ownership may support capital access but increase related-party scrutiny; clawback and hedging prohibitions provide baseline governance safeguards .