John Mastrototaro
About John Mastrototaro
John Mastrototaro, Ph.D. (age 65), is MOVE’s Chief Executive Officer and a director; he has served on the board since December 2020 and became President and CEO in April 2021. He holds a B.A. in Mathematics and Physics from Holy Cross College and an M.S. and Ph.D. in Biomedical Engineering from Duke University, with 30+ years of medical device leadership at MiniMed/Medtronic and Orthosensor; he has authored 50+ peer-reviewed manuscripts and holds 60+ U.S. patents . MOVE’s proxy emphasizes a long-term, equity-heavy pay design and disclosed no annual cash bonus for Mastrototaro in 2023–2024, suggesting constrained near-term pay-for-performance linkage amid listing/compliance challenges and a reverse split process to maintain Nasdaq listing . The board is led by an independent chair (Emily Wang Fairbairn), which mitigates dual-role governance risks from Mastrototaro’s CEO+director position .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orthosensor, Inc. | Chief Operating Officer | 2017–Mar 2021 | Operational leadership in medtech; commercialization and scaling |
| Medtronic | Vice President of Informatics | 2013–2017 | Corporate data/analytics strategy to improve healthcare delivery |
| Medtronic/MiniMed (Diabetes) | CTO; VP of R&D & BD; Global VP Clinical Research & Health Affairs | Not disclosed | Led CGM, sensor-augmented pump, early artificial pancreas generations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly | Early career | Not disclosed | Foundational industry experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 315,000 | 361,042 |
| Option Awards Grant-Date FV ($) | 263,509 | 268,876 |
| Non-Equity Incentive Plan Compensation ($) | 0 | 0 |
| All Other Compensation ($) | 16,351 | 16,351 |
| Total ($) | 594,860 | 646,269 |
Additional salary terms:
- Offer letter base salary progression: initial $300,000; raised to $315,000 in Jan 2022; raised to $400,000 in June 2024 .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Target Annual Bonus (% of Base) | 80% of base | 80% of base |
| Actual Annual Bonus ($) | 0 | 0 |
| Performance Metrics | Not disclosed in proxy; program emphasizes long-term equity | Not disclosed in proxy; program emphasizes long-term equity |
| Payout Determination | Not disclosed | Not disclosed |
| Vesting (Bonus) | Not applicable | Not applicable |
Equity emphasis: Executive compensation prioritizes stock options and long-term company performance over short-term cash outcomes .
Equity Ownership & Alignment
| Metric | Mar 21, 2025 | Aug 26, 2025 |
|---|---|---|
| Shares of Common Stock | 19,443 | 246,221 |
| Shares Underlying Options & Warrants (within 60 days) | 193,918 | 197,199 |
| Total Beneficially Owned Shares | 213,361 | 443,420 |
| % of Shares Outstanding | 3.0% (out of 6,987,140) | 5.2% (out of 8,301,204) |
| Pledged Shares | Prohibited by policy absent CFO approval | Prohibited by policy absent CFO approval |
Ownership transactions indicating alignment:
- Participated in capital raises alongside directors/executives: June 2023 offering (1,333 shares; $20,000) , November 2023 offering (800 shares; $10,200) , April 2024 private placement (11,768 shares + 11,768 warrants; $99,723) .
Anti-hedging/pledging and trading controls:
- Prohibition on hedging and publicly traded options; margin/pledge restrictions; blackout policy; Rule 10b5-1 plans require CFO approval .
- No Rule 10b5-1 adoptions/terminations reported for directors/executives in Q4 2024 .
Outstanding Equity Awards and Vesting
Options held as of December 31, 2024:
| Grant Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable (#) | Vesting Notes |
|---|---|---|---|---|
| 8.10 | 12/06/2030 | 19,333 | — | N/A |
| 48.90 | 2/09/2031 | 63,889 | 2,778 | Unvested portion vests 1,389/mo |
| 75.00 | 11/15/2031 | 6,937 | 2,063 | Unvested portion vests 188/mo |
| 19.35 | 3/20/2033 | 9,844 | 12,656 | Unvested portion vests 469/mo |
| 7.05 | 5/15/2034 | 75,848 | — | N/A |
Initial CEO equity grant:
- 1,000,000 stock options; 25% vested at first anniversary; remaining vest in 36 equal monthly installments .
Supply/pressure note: The presence of ongoing monthly vesting on several grants may create a predictable cadence of potential exercisable shares becoming available, though actual selling depends on trading windows and personal plans .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement | Offer letter on terms similar to CTO; no fixed term indicated; CEO terms summarized below |
| Base Salary | $400,000 effective June 2024; previously $315,000 (Jan 2022) and $300,000 initial |
| Target Bonus | 80% of base, subject to Board approval |
| Equity Grant | Stock options to purchase 1,000,000 shares; 25%/first anniversary + 36 monthly vesting thereafter |
| Severance (Involuntary, no Cause) | Cash severance equal to 12 months base salary + pro-rated target bonus for days employed in year of termination (identical to CTO letter) |
| Change-in-Control | Double-trigger: if terminated by company other than for Cause in the period prior to/in connection with or within 1 year after a Change in Control, 100% of unvested options vest immediately (identical to CTO letter) |
| Clawback/Recovery | Incentive-Based Compensation Recovery Policy filed (Exhibit 97.1) |
| Hedging/Pledging | Prohibited (options, derivatives, hedging; pledging/margin restricted with limited exceptions requiring CFO approval) |
| Trading Policies | Pre-clearance required; quarterly blackout; 10b5-1 plans permitted with CFO approval |
Board Governance
- Board leadership and independence: Independent Chair (Emily Wang Fairbairn); independent directors are Caballero, Cullinan, Fairbairn, Wirk .
- Committee memberships (2024): Audit (Cullinan, Fairbairn, Wirk; Cullinan Chair), Compensation (Caballero, Cullinan, Fairbairn; Cullinan Chair), Corporate Governance & Nominating (Caballero, Cullinan, Fairbairn; Fairbairn Chair). Mastrototaro is not a committee member .
- Meeting attendance: Board met 10 times in 2024; no director attended less than 75% of meetings; Corporate Governance & Nominating Committee did not meet in 2024 .
- Dual-role implications: Mastrototaro’s CEO+director role is balanced by an independent Chair and committee structure comprised of independent directors, supporting oversight; Mastrototaro is not classified as independent .
Compensation Structure Analysis
- Mix shift and at-risk pay: MOVE emphasizes long-term equity compensation with limited cash bonuses; Mastrotototaro received zero annual bonus in 2023–2024 despite an 80% target, pointing to either stringent targets or cash conservation priorities .
- Equity form: Primary incentives delivered via stock options with multi-year monthly vesting; no RSUs/PSUs were disclosed for the CEO in 2023–2024 .
- Repricing/modifications: No option repricing disclosures found; equity plan mechanics adjusted proportionally for reverse splits, consistent with plan terms .
Risk Indicators & Red Flags
- Listing and capital structure risk: Company pursued reverse stock split processes to maintain Nasdaq listing after falling below the $1.00 minimum bid and delayed filings; board also sought authorization to increase authorized shares significantly for strategic flexibility .
- Auditor resignation: Moss Adams resigned June 24, 2025; RBSM engaged in August 2025; material weaknesses disclosed in controls (control environment, ITGCs, process-level financial close/reporting) for 2023–2024 .
- Trading/pledging safeguards: Anti-hedging and pledging restrictions reduce alignment risks; blackout and pre-clearance policies limit opportunistic trading .
Director Service and Compensation Context
- Director compensation policy (non-employee directors): cash retainers and annual option grants; committee chair fees detailed, with independent directors receiving fees/options; not applicable to Mastrototaro as CEO .
Employment & Contracts—Additional Notes
- “Cause” definition for CTO (referenced for identical CEO terms) includes felony fraud/misappropriation, repeated willful failure, or uncured material breach .
- Auto-renewal, non-compete/non-solicit, garden leave, deferred compensation, pensions, SERP, tax gross-ups: no disclosures found for CEO in the cited filings; clawback policy on file .
Investment Implications
- Pay-for-performance alignment: Zero annual bonuses in consecutive years coupled with equity-heavy incentives and meaningful ownership (5.2% as of Aug 2025) indicate alignment and long-term focus; ongoing monthly vesting creates predictable supply but actual selling is constrained by blackout/pre-clearance rules .
- Retention and change-in-control: Double-trigger acceleration plus 12 months salary + pro-rated bonus severance is market-aligned, balancing retention with shareholder protections; absence of tax gross-ups and presence of clawback are investor-friendly .
- Governance quality: Independent chair and fully independent key committees mitigate CEO dual-role risks; strong board attendance supports oversight .
- Execution risk: Nasdaq listing compliance efforts, reverse split reliance, material control weaknesses, and auditor transition elevate operational/financial reporting risk and can weigh on valuation and investor confidence .