Michael Thornton
About Michael Thornton
Michael Thornton, age 56, is Chief Technology Officer of ENDRA Life Sciences; he joined ENDRA as COO in 2007 and has served as CTO since 2008. He holds an MSc in Electrical Engineering from the University of Western Ontario and a BASc in Electrical Engineering from the University of Toronto, and is a member of the American Association of Physicists in Medicine . Company pay-versus-performance disclosure shows cumulative TSR on a $100 investment of $29.42 (2022), $15.32 (2023), and $0.03 (2024), alongside net losses of $(13.2)M, $(10.1)M, and $(11.5)M respectively, framing a challenging backdrop for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENDRA Life Sciences | Chief Operating Officer; Chief Technology Officer | 2007; 2008–present | Senior technology leadership; product delivery and IP roadmap |
| Enhanced Vision Systems Corp. (EVS) | Founder & President | Not disclosed (EVS acquired by GE in 2002) | Built medical imaging supplier; exit to GE enabled platform scale |
| GE Healthcare | Sales Manager, Global Product Manager, Site Leader | Post-2002 (following EVS acquisition) | Expanded pre-clinical imaging across CT, optical, PET globally |
| Volumetrics Medical Corp. | Founder | Not disclosed | Developed/manufactured diagnostic imaging QA devices |
| Robarts Research Institute | Medical imaging technologies | Not disclosed | R&D groundwork leading to graduate studies |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Association of Physicists in Medicine | Member | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $301,278 | $278,851 | $221,690 (paid in CAD; 1.3702 FX avg) |
| Option Awards ($) | $208,128 | $252,734 | – |
| Non-Equity Incentive Plan Comp ($) | – | – | – |
| All Other Compensation ($) | $392 | $392 | $392 |
| Total ($) | $509,798 | $531,977 | $222,082 |
- Employment agreement: at-will; base increased to $324,000 effective Jan 1, 2022; 30% salary reduction agreed in Sept 2023 to preserve cash .
- Eligible for annual cash bonus (no target % disclosed) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue ≥ $5M and GM ≥10% | Not disclosed | Threshold | Not disclosed | Not disclosed | 25% of award vests upon achievement |
| Revenue ≥ $10M and GM ≥35% | Not disclosed | Threshold | Not disclosed | Not disclosed | Additional 25% vests upon achievement |
| Revenue ≥ $15M and GM ≥40% | Not disclosed | Threshold | Not disclosed | Not disclosed | Additional 25% vests upon achievement |
| Revenue ≥ $20M and GM ≥50% | Not disclosed | Threshold | Not disclosed | Not disclosed | Final 25% vests upon achievement |
Key time-based option vesting schedules:
- Options with $13,300 exercise price: vest in three equal annual installments beginning March 28, 2023 .
- Options with $7,035 exercise price: vest in three equal annual installments beginning January 30, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Oct 16, 2025) | 92 shares; less than 1% of common stock |
| Direct common shares | 20 shares |
| Options exercisable within 60 days | 72 shares underlying options |
| Shares pledged | Company policy prohibits pledging and hedging for directors/employees |
| Ownership guidelines | Not disclosed |
| Clawback | All awards under 2016 Plan subject to clawback per policy or law |
Selected outstanding option grants (as of Dec 31, 2024):
| Grant Descriptor | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| 2013/2024 grants (time-based) | 12 | 7 | 13,300 | 03/28/2032 | 3 equal annual installments beginning 03/28/2023 |
| 2024 grant (time-based) | 12 | 26 | 7,035 | 01/30/2033 | 3 equal annual installments beginning 01/30/2024 |
| Performance-vesting awards | Not disclosed | Not disclosed | Various | Various | Revenue/gross margin triggers as above |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will; CTO since 2008 |
| Base salary | $324,000 effective Jan 1, 2022; 30% reduction for remainder of 2023 agreed Sept 2023 |
| Annual bonus eligibility | Eligible; performance objectives set by Board (no % target disclosed) |
| Severance | If terminated without cause or resigns for good reason: 12 months’ base salary continuation + lump sum equal to 12 months healthcare |
| Change-in-control (CIC) | If termination occurs within one year following a CIC: 24 months’ base salary continuation + lump sum equal to 24 months healthcare |
| Benefits | Eligible for health/welfare, 401(k), and other programs similar to peers |
| Anti-hedging/pledging | Prohibited for directors and employees under Insider Trading Policy |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (value of initial $100 investment) | $29.42 | $15.32 | $0.03 |
| Net Loss ($ millions) | (13.2) | (10.1) | (11.5) |
Compensation Structure Analysis
- Shift away from equity in 2024: Option awards were $0 in 2024 vs $252,734 in 2023, while cash salary declined with cost-preservation measures (30% reduction in late 2023) .
- Equity remains largely at-risk: Significant unvested, time-based grants (2013/2024 schedules) and performance-vesting awards tied to revenue and gross margin thresholds .
- Clawback in place under the 2016 Plan; anti-hedging/pledging policy strengthens alignment .
Risk Indicators & Red Flags
- Alignment constraints: Beneficial ownership is de minimis (<1%), suggesting limited personal capital at risk relative to enterprise outcome .
- Complex, high exercise prices post reverse splits may limit near-term realizable value from options, potentially dampening incentive power if awards are substantially out-of-the-money .
- Company-level stress signals: Persisting net losses and severely depressed TSR in 2024 heighten execution pressure on performance-linked awards .
- Section 16 compliance note: Company reported late Form 4 filings by certain insiders in early 2024; a prior late report for Thornton (May 2022) noted, though not indicative of selling pressure .
Investment Implications
- Pay-for-performance: Thornton’s equity mix (time-based and performance-vesting) aligns with product/regulatory milestones; however, very low personal share ownership and out-of-the-money option strikes weaken near-term incentive potency. Execution against FDA de novo milestones and commercial validation will be critical to unlock vesting triggers and potential option value .
- Retention risk: Severance/CIC protections (12–24 months cash + healthcare) are robust, reducing voluntary departure risk; anti-hedging/pledging and clawback provisions enhance governance discipline .
- Trading signals: No disclosed pledging; limited beneficial ownership and option realizability suggest low insider selling pressure near term; watch for clinical/regulatory inflection points (pilot/pivotal study completion and de novo submission) as catalysts for performance award vesting and potential insider activity .