Louis Basenese
About Louis Basenese
Louis J. Basenese (age 47) has served as an independent director of ENDRA Life Sciences since April 2020. He holds an MBA in Finance from Rollins College (Crummer) and a BA from the University of Florida; he is a former Series 7 and Series 66 license holder. As of January 2025, he is Executive Vice President – Market Strategy at Prairie Operating Corp., and he joined the board of ClearSign Technologies in May 2025, bringing investor relations, business development, financing, and strategic planning expertise to ENDRA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Ventures (dba MDB Capital), broker‑dealer | President, Chief Market Strategist | Jun 2022–Jan 2025 | Capital markets and strategic planning experience applied to small/micro-cap governance . |
| Disruptive Tech Research, LLC | Founder, Chief Analyst | Jun 2014–Sep 2022 | Research focus on disruptive tech; advisory to investment managers . |
| The Basenese Group, LLC | Principal (consulting) | Since 2005 | Communications and business development for private/public small/micro-caps . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Prairie Operating Corp. | EVP – Market Strategy | Jan 2025 | Operating role outside ENDRA . |
| ClearSign Technologies Corporation (Nasdaq: NCLIR) | Director | May 22, 2025 | Also joined by NDRA director Anthony DiGiandomenico, creating a board interlock . |
Board Governance
- Independence: The board determined Basenese is independent under Nasdaq standards; all Audit, Compensation, and Nominating committee members are independent .
- Committee assignments: Compensation Committee Chair; member of Audit; member of Corporate Governance & Nominating .
- Board leadership: CEO also serves as Chair; no Lead Independent Director .
- Attendance: The board met twice in 2024; no director attended less than 75% of board and applicable committee meetings. All directors attended last year’s annual meeting .
- Risk oversight participation: Committees oversee financial reporting, governance, succession, and compensation program risk .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Louis J. Basenese; Anthony DiGiandomenico; Michael Harsh | Anthony DiGiandomenico . |
| Compensation | Louis J. Basenese; Anthony DiGiandomenico; Michael Harsh | Louis J. Basenese . |
| Corporate Governance & Nominating | Louis J. Basenese; Michael Harsh | Michael Harsh . |
Fixed Compensation
| Year | Component | Amount ($) | Detail |
|---|---|---|---|
| 2024 | Annual cash retainer | 40,000 | Non-employee director retainer, paid quarterly . |
| 2024 | Option awards (grant date fair value) | 954 | Annual grant (600 pre-split shares → adjusted to 0.3429 shares post-splits) . |
| 2024 | Total | 40,954 | Cash + option grant value . |
Policy notes:
- Standard policy: initial election grant of 2,500 options, then annual option grant of 600, vesting in 3 equal annual installments; annual cash retainer $40,000 .
- 2025 modification: No January 2025 options due to reverse splits; granted RSUs instead (see Performance Compensation) .
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting | Terms / Notes |
|---|---|---|---|---|
| RSUs | Jul 11, 2025 | 5,384 | Vest in full on Jun 11, 2026 | One-for-one into common; granted to all non-employee directors in lieu of 2025 options . |
| Stock options (annual) | Jan 2, 2024 | 600 pre-split (adjusted to 0.3429) | 3 equal annual installments starting first anniversary of grant | Exercise price adjusted to $2,782.50 post reverse splits; director grant policy applies . |
Plan features relevant to incentives and governance:
- Clawbacks: All awards subject to clawback under company policy and applicable law .
- Change-in-control: Board may accelerate vesting/settlement or cash out awards at fair value minus exercise price .
- Anti‑timing: No practice of coordinating equity grants near MNPI disclosures; no grants during blackout buffer periods in 2024 .
Other Directorships & Interlocks
| Entity | NDRA Director(s) Overlap | Potential Implication |
|---|---|---|
| ClearSign Technologies | Louis J. Basenese; Anthony DiGiandomenico | Information flow/network tie; sector differs from ENDRA (combustion tech vs. med device), limiting direct competitive conflict . |
Expertise & Qualifications
- Education: MBA (Finance), Rollins College (Crummer); BA, University of Florida .
- Capital markets credentials: Former Series 7/66; extensive investor relations, financing, and small/micro‑cap strategy background .
Equity Ownership
| Holder | Common Shares Owned | Options/RSUs (within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Louis J. Basenese | 1 | 6 shares via options | 7 | Less than 1% (outstanding shares: 1,166,441 as of Oct 16, 2025) . |
Additional details:
- Outstanding options held by Basenese as of Dec 31, 2024: 7 shares subject to options (aggregate across awards) .
- Anti‑hedging/pledging: Insider trading policy in place; policy referenced in filings (insider trading policy filed as Exhibit 19.1 to 2024 10-K) .
- Pledging: No pledging disclosures for Basenese .
- Section 16 compliance: One late Form 4 filing (Jan 2, 2024 option grant reported Feb 23, 2024) among all directors including Basenese .
Governance Assessment
- Strengths:
- Independent director with deep capital markets expertise; chairs Compensation Committee and serves on two additional committees, enhancing board effectiveness .
- Adequate engagement: at least 75% meeting attendance in 2024; full annual meeting attendance by all directors .
- Alignment mechanisms: RSU grant in 2025 vests in 2026; equity awards subject to clawback and change-in-control provisions, reinforcing accountability .
- Potential concerns:
- Small personal ownership (7 shares, <1%) limits direct “skin-in-the-game”; equity retainer structure (time-based RSUs) reduces performance linkage typical for directors .
- Board interlock at ClearSign alongside another NDRA director (DiGiandomenico) may concentrate networks, though sectoral overlap is limited .
- Minor compliance lapse: late Form 4 filing for Jan 2024 option grant (corrected) .
- Board leadership concentration (CEO as Chair; no Lead Independent Director) reduces independent oversight optics; though 3 of 4 directors are deemed independent .
- Related‑party transactions: None disclosed involving Basenese since Jan 1, 2023; other related‑party items involve Tokman, DiGiandomenico, and Jacroux (not Basenese) .
RED FLAGS to monitor: Low direct ownership vs. cash/equity retainers ; leadership concentration without a lead independent director ; multi‑board interlock dynamics ; and ongoing dilution risk from share authorization and plan expansion proposals (broader governance context, not director‑specific) .