Keith Kucinski
Matinas BioPharma HoldingsAbout Keith Kucinski
Keith A. Kucinski, MBA, CPA, is MTNB’s Chief Financial Officer (age 55; officer since 2019). He joined in January 2019 after serving as CFO at RemedyOne (2018), VP & Treasurer at Par Pharmaceutical (2009–2015), and senior finance roles at Barr Pharmaceuticals (2002–2009). He holds a BBA in Accounting from the University of Notre Dame and an MBA in Finance & Management from NYU Stern . Company pay-versus-performance disclosure indicates severe shareholder value deterioration: the value of a hypothetical $100 investment fell to $49.50 in 2022, $21.41 in 2023, and $1.01 in 2024 (cumulative TSR) . Revenues declined from $3.19M in FY 2022 to $1.10M in FY 2023, underscoring execution risk in the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RemedyOne | Chief Financial Officer | 2018 | Led finance for healthcare consulting; pre-MTNB transition to biotech CFO . |
| Par Pharmaceutical (Endo International plc) | Vice President & Treasurer | 2009–2015 | Corporate treasury leadership at generics/specialty pharma; capital markets and liquidity stewardship . |
| Barr Pharmaceuticals | Senior Director, Finance & Corporate Development; Assistant Treasurer & Senior Director, Finance | 2002–2009 | Corporate finance and development; treasury responsibilities at large-cap generics platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed in management bios . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 416,000 | 416,000 |
| Target Bonus (%) | 40% of base (committee discretion) | 40% of base (committee discretion) |
| Actual Bonus Paid ($) | 176,000 | 168,160 |
Notes:
- Target bonus increased to 40% (from 30% initially in 2019 employment agreement) .
Performance Compensation
| Year | Incentive Type | Target | Actual | Vesting | Metrics/Determination |
|---|---|---|---|---|---|
| 2023 | Annual Cash Bonus | 40% of base | $176,000 | N/A | Discretionary based on individual and company performance; specific metrics not disclosed . |
| 2024 | Annual Cash Bonus | 40% of base | $168,160 | N/A | Discretionary based on individual and company performance; specific metrics not disclosed . |
Equity Ownership & Alignment
| Snapshot Date | Shares Beneficially Owned | % of Outstanding | Included Exercisable Options | Excluded Unexercisable/Underlying Options |
|---|---|---|---|---|
| 2022-09-22 | 1,068,981 | <1% | 974,481 | 900,519 |
| 2023-09-18 | 1,548,656 | <1% | 1,454,156 | 1,045,844 |
| 2025-02-10 | 51,687 | 1.0% | 49,797 | 20,209 |
| 2025-05-09 | 54,343 | 1.1% | 52,453 | — |
Additional alignment provisions:
- Awards under equity plans are non-assignable/non-transferable and cannot be pledged; subject to clawback/recoupment and forfeiture for policy violations or “cause” .
Equity Awards (Outstanding Options at FY2024 Year-End)
| Grant/Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| 12.35 | 5,416 | 14,585 | Dec 14, 2033 |
| 26.50 | 6,511 | 5,990 | Dec 19, 2032 |
| 46.00 | 7,709 | 2,292 | Dec 13, 2031 |
| 68.00 | 9,793 | 208 | Dec 31, 2030 |
| 113.50 | 7,001 | — | Dec 31, 2029 |
| 54.00 | 5,501 | — | Feb 10, 2029 |
| 30.50 | 5,000 | — | Jan 1, 2029 |
Employment Terms
- Start date and role: Employment agreement dated Dec 31, 2018; commenced Jan 2, 2019 as CFO .
- Current base salary: $416,000; eligible for annual bonus targeted at 40% of base (committee discretion) .
- Severance (no cause / good reason): Up to 12 months base salary plus benefits; 50% acceleration of outstanding options issued prior to Dec 31, 2021 .
- Change-of-control (CoC) within 12 months post-CoC: 12 months base salary + target annual bonus + 12 months COBRA; all outstanding options vest in full .
- Retention bonus if CoC on or before Mar 31, 2026: greater of target annual bonus or $166,400; payable upon CoC, subject to continued employment through CoC (with specified payment if terminated under eligible scenarios) .
- Restrictive covenants: Non-disclosure; non-compete during employment and 18 months post-termination .
- Clawback/recoupment: Awards subject to reduction/forfeiture/recoupment for “cause,” policy violations, covenant breaches, and to Dodd-Frank clawback and company policy .
- 280G parachute payments: Agreement includes provisions to reduce payments to avoid excise taxes/disallowance under Sections 280G/4999 of the Code (no tax gross-up disclosed) .
Company Performance (Context)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 89,812 | 158,333 | 33,000 | 3,188,000 | 1,096,000 | n/a |
| EBITDA ($) | -18,592,274* | -23,916,533* | -24,455,000* | -24,234,000* | -23,373,000* | -19,792,000* |
Values with “*” retrieved from S&P Global.
TSR (Pay vs Performance):
- Value of $100 investment: $49.50 (2022), $21.41 (2023), $1.01 (2024) .
Compensation Structure Analysis
- Mix shift: For 2024, compensation was primarily cash (salary + bonus), with no option awards reported to Kucinski; in 2023, option award grant-date fair value was $216,347, indicating use of equity but reduced in 2024 .
- Performance linkage: Annual bonus is target-based but determined at Compensation Committee discretion without disclosed quantitative metrics; pay-versus-performance table shows negative TSR while bonuses were still paid, suggesting limited direct linkage to market performance .
- Equity plan design: Robust change-of-control acceleration and Compensation Committee discretion to modify awards upon CoC; strong clawback language compliant with Dodd-Frank and additional company policy .
Say-on-Pay & Governance
- 2025 proxy includes advisory vote to approve NEO compensation; Board recommends “FOR” and will consider vote outcomes in future decisions (no historical approval percentages disclosed) .
Investment Implications
- Alignment and retention: Kucinski holds 1.0–1.1% beneficial ownership post-2025 reverse-split corporate actions, primarily via options; equity awards include robust CoC acceleration and a defined CoC retention bonus ($166,400 floor), mitigating near-term attrition risk but increasing CoC-related payout obligations .
- Pay-for-performance discipline: Discretionary bonus structure with limited disclosed metrics, alongside severe TSR declines, raises questions about incentive calibration and performance alignment; monitoring future disclosures for explicit KPI-based frameworks is warranted .
- Option overhang and selling pressure: A layered option stack with long-dated expirations across high historical strike prices exists; while this suggests limited near-term cash exercise incentives, ongoing vesting and expirations warrant tracking for potential Form 4-related activity. Unable to fetch recent Form 4s due to data access constraints in this session .
- Change-of-control signals: The 2025 employment amendment adding a cash retention bonus through Mar 31, 2026 is a notable governance and event-risk indicator; it increases the probability-weighted value of a CoC scenario for the executive and points to board-level preparedness for strategic alternatives .