Andrea Goren
About Andrea Goren
Andrea Goren serves as Chief Financial Officer of NAYA Biosciences, Inc., appointed under an employment agreement dated June 14, 2021 . His compensation framework includes a $215,000 base salary and a target annual incentive bonus up to 50% of base salary, with equity incentives via options and restricted stock awards; no specific performance metrics were disclosed for his bonus determination . Company performance context during his tenure shows continuing net losses in 2023 (-$8.0M) and 2024 net income not available at filing, alongside low equity value creation based on the SEC “pay versus performance” TSR index (value of $100 investment: $12 in 2022; $16 in 2023; $10 in 2024) .
Past Roles
Not disclosed in the latest proxy statement .
External Roles
Not disclosed in the latest proxy statement .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $173,750 | $215,000 (with $51,948 deferred) |
| Target Bonus % of Base | Up to 50% | Up to 50% |
| Actual Bonus Paid ($) | $0 | $0 |
| Other Cash/Benefits | Customary benefits; health insurance and employee plans | Customary benefits; health insurance and employee plans |
Performance Compensation
| Instrument / Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 50% of base salary | $0 in 2023 and 2024 | N/A |
| Stock Options (Initial CFO grant, 2021) | Service-based | 3,625 underlying shares | Grant-date FV not disclosed in 2021 proxy here | Equal monthly over 36 months; 10-year term; $104.10 strike |
| Restricted Stock Award (RSA, 2021) | Service-based | 250 shares | Granted | Equal monthly over 12 months (from July 1, 2021) |
| Subsequent Option Grants | Service-based | Not disclosed | 2023 option awards reported; vest equally quarterly | Equal quarterly vesting |
No PSU/TSR- or EBITDA-linked equity awards are disclosed for Mr. Goren. Performance metric definitions and payout formulas for the annual bonus were not disclosed .
Equity Ownership & Alignment
| Ownership Detail (as of Jan 24, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 22,803 |
| Ownership % of Common Outstanding | 0.32% (out of 7,087,796 shares) |
| Options Exercisable (within 60 days of record date) | 15,208 |
| Options Unexercisable (as of Dec 31, 2024) | 1,457 |
| Option Exercise Price Range (held) | $7.36–$115.20 |
| Option Expiration Range | 08/10/2030–05/17/2033 |
| Shares Pledged as Collateral | None disclosed |
| Ownership Guidelines / Compliance | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective June 14, 2021; CFO |
| Base Salary / Target Bonus | $215,000 / up to 50% of base |
| Severance (No-Cause or if he terminates for cause per contract definition) | 3 months’ base salary; certain insurance benefits for 12 months |
| Potential Termination Payment (illustrative table) | $53,750 cash; 1,457 unvested options shown at 12/31/2024 |
| Termination Notice | Company may terminate without cause on 30 days’ notice |
| Change-of-Control Economics | No special multiple disclosed for Mr. Goren beyond standard severance; CoC terms detailed for other executives only |
| Clawbacks / Gross-ups | Not disclosed |
Additional Context: Company Equity Plan, Capital Structure, and Liquidity
- Equity plan expansion: Proposal to amend the 2019 Stock Incentive Plan to 8,200,000 pre-reverse split shares (~15% of issued/outstanding including Series C conversions), increasing potential equity grant capacity and future dilution .
- Significant preferred and debenture overhang tied to merger: Series C-1/C-2 convertible preferred (subject to stockholder approval and ownership blockers) and a $3.934M 7.0% senior secured convertible debenture with monthly redemptions beginning March 14, 2025 and conversion price $0.93055 post-approval .
- Cash constraints and going concern: Company disclosed substantial doubt regarding ability to continue as a going concern, reliance on external financing, and salary deferrals by executives in 2024 (including $51,948 deferred by Goren) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR proxy index) | $12 | $16 | $10 |
| Net Income | $(10,892,511) | $(8,034,612) | Not available at filing |
Pro forma combined revenue and loss context for 2023 (merger/WFI acquisition impacts) were disclosed to illustrate the combined entity’s scale and losses .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2023–2024 compensation shows primarily fixed cash salary, no bonus payouts; option awards exist but vest service-based rather than performance-based .
- Shift in incentive risk: No disclosure of PSUs or explicit financial/TSR metrics tied to payouts; incentives appear lower-risk service-based options/RSAs rather than outcome-based equity .
- Discretionary bonus outcomes: Despite the permitted target bonus up to 50% of base, actual bonus paid for 2023–2024 was $0, indicating either target non-attainment or Committee discretion to withhold .
- Equity award repricing/modification: No repricing or MNPI-based awards disclosure flagged .
Risk Indicators & Red Flags
- Liquidity/going concern risk and dependence on external capital raise; monthly debenture redemptions create cash burden and potential pressure on financial leadership .
- Executive salary deferrals (including Goren’s $51,948 in 2024) reflect cash constraints and potential retention risk if capital plan slips .
- Significant convertible preferred overhang contingent on stockholder approvals may dilute common; impacts alignment and option value realization timelines .
Investment Implications
- Alignment: Goren’s beneficial ownership (22,803 shares including options exercisable within 60 days) is modest (0.32% of outstanding), but ongoing monthly/quarterly vesting provides continued skin-in-the-game; lack of disclosed pledging mitigates alignment concerns .
- Incentive quality: Absence of disclosed performance-linked metrics (e.g., revenue growth/EBITDA/TSR hurdles) in bonus/equity reduces pay-for-performance rigor; bonus paid was $0 in 2023–2024 despite eligibility .
- Retention risk: Standard severance (3 months base) and persistent liquidity constraints (salary deferrals, redemption obligations) elevate retention/execution risk for finance leadership amid complex merger integration and financing needs .
- Dilution/option value: Pending equity plan expansion and large preferred conversion stack imply dilution that could affect option realizations; investor monitoring of stockholder approvals and capital plan progression is critical .