Judy Krandel
About Judy Krandel
Judy Krandel, 60, is Chief Financial Officer of Nephros, Inc. (NEPH) since November 1, 2023. She holds a finance degree from the Wharton School (University of Pennsylvania) and an MBA in finance and accounting from the Booth School of Business (University of Chicago), with prior experience as CFO at Recruiter.com, CFO/Senior Business Development Consultant at Paltalk (PeerStream), and Portfolio Manager at Juniper Investment Company; she also serves on the board of Beam Global (Nasdaq: BEEM) since December 2023 . Company performance during her tenure includes FY 2024 net income of $74,000 and TSR value of $24.92 in the pay-versus-performance framework, versus FY 2023 net loss of $1,575,000 and TSR value of $40.33 . FY 2024 revenue was $14.162 million vs. $14.238 million in FY 2023 ; EBITDA improved from $(1.379 million)* in FY 2023 to $0.143 million* in FY 2024.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Recruiter.com | Chief Financial Officer | Jun 2020 – Jun 2023 | Not disclosed |
| Paltalk, Inc. (f/k/a PeerStream, Inc.) | Chief Financial Officer; Senior Business Development Consultant | Nov 2016 – Dec 2019 | Not disclosed |
| Juniper Investment Company | Portfolio Manager (small-cap hedge fund) | Mar 2012 – Nov 2016 | Not disclosed |
| Various | Equity analyst and portfolio manager (earlier career) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Beam Global (Nasdaq: BEEM) | Director | Since Dec 2023 | Electrification infrastructure |
| Lincoln First Bancorp | Director | Not disclosed | Banking |
| Snap Interactive, Inc. (n/k/a PeerStream, Inc.) | Director | Not disclosed | Digital media |
| CynergisTek, Inc. | Director | Not disclosed | Healthcare cybersecurity |
Fixed Compensation
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 141,704 | 7,000 | — | Paid amounts per Summary Compensation Table |
| 2023 | 23,333 | 7,012 | — | Paid amounts per Summary Compensation Table |
| Compensation Element | Terms |
|---|---|
| Base Salary Rate | $140,000 initial base salary |
| Target Bonus % | 25% of annualized base salary (initial); increased to 30% effective Feb 26, 2025 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Performance Bonus (2024) | Company performance and Board-set objectives | 25% of base salary target | Not disclosed | $7,000 | Cash bonus | Immediate (annual) |
| Annual Performance Bonus (from 2025 Amendment) | Company performance and Board-set objectives | 30% of base salary target | Not disclosed | Not disclosed | Cash bonus | Immediate (annual) |
| Stock Option (time-based, 2023 grant) | Service continuity | Not disclosed | Not disclosed | Not applicable | Options | 25% at first anniversary; remaining 75% quarterly thereafter |
| Stock Option (time-based, 2025 grant) | Service continuity | Not disclosed | Not disclosed | Not applicable | Options (54,359 shares) | 25% at first anniversary; remaining 75% in ~12 equal quarterly installments |
| Stock Option (performance-based, 2025 grant) | Strategic transaction expected to increase annual revenue | Not disclosed | ≥$4,000,000 (if consummated in FY 2025), or ≥greater of $4,000,000 or 25% of anticipated/projected revenue (if consummated after FY 2025) | Not disclosed | Options (58,961 shares) | Vests upon closing of qualifying transaction |
Option Awards – Grant Details
| Grant Date | Shares | Exercise Price | Expiration | Vesting | Performance Trigger |
|---|---|---|---|---|---|
| Nov 1, 2023 | 122,524 (aggregate outstanding as of 12/31/2024; 30,531 exercisable, 91,993 unexercisable) | $1.71 | Nov 1, 2033 | 25% at 1-year; remainder quarterly | None |
| 3rd business day after 2024 10-K filing (2025) | 54,359 | Closing price on grant date | 10 years | 25% at 1-year; remainder in 12 quarterly installments | None |
| 3rd business day after 2024 10-K filing (2025) | 58,961 | Closing price on grant date | 10 years | Upon closing qualifying transaction | Strategic transaction revenue uplift thresholds |
Outstanding Equity Awards at FY-End (Dec 31, 2024)
| Metric | FY 2024 |
|---|---|
| Options – Exercisable (#) | 30,531 |
| Options – Unexercisable (#) | 91,993 |
| Option Exercise Price ($) | 1.71 |
| Option Expiration | 11/01/2033 |
| Vesting Schedule | 25% at first anniversary; remainder quarterly |
Equity Ownership & Alignment
| Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class |
|---|---|---|
| Judy Krandel | 45,863 (includes shares issuable upon exercise of options) | Less than 1% (based on 10,600,350 shares outstanding as of Apr 22, 2025) |
- Insider Trading Policy prohibits pledging, shorting, hedging, and trading puts/calls in Company securities, reducing alignment risk from collateralization or hedging .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Appointed CFO on Nov 1, 2023 |
| Agreement Type | Letter Agreement dated Jul 28, 2023; Amendment dated Feb 26, 2025 |
| Base Salary Rate | $140,000 |
| Target Bonus | 25% initially; increased to 30% of annualized base salary as of Feb 26, 2025 |
| Equity Awards (2025) | Two 10-year options: 54,359 shares (time-based vest), 58,961 shares (performance vest) |
| Severance/Termination | If terminated for any reason other than Cause, all stock options held by Ms. Krandel become fully vested and immediately exercisable |
| Change-of-Control | Company’s 2024 Equity Incentive Plan permits Board discretion to accelerate/assume/cash-out/modify vesting in corporate transactions; performance conditions may be deemed satisfied at target/max/actual or continue post-close |
| Non-Compete/Non-Solicit | Not disclosed |
| Clawback | Not disclosed |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment ($) | 13.52 | 40.33 | 24.92 |
| Net Income (Loss) ($) | (7,382,000) | (1,575,000) | 74,000 |
| Financial Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 14,238,000 | 14,162,000 |
| EBITDA ($) | (1,379,000)* | 143,000* |
| Net Income ($) | (1,575,000)* | 74,000 |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Year-over-year, compensation emphasizes equity/options: 2023 included $137,227 in option awards, while 2024 had no new option grant value in the SCT; cash bonuses remained modest ($7,012 in 2023; $7,000 in 2024) .
- The 2025 Amendment increases at-risk cash compensation via a higher bonus target (30% of salary) and adds both time-based and performance-based options tied to a strategic revenue uplift, linking equity vesting to tangible growth outcomes .
- Vesting in quarterly tranches after the first anniversary creates regular vesting events, potentially increasing near-term exercise opportunities as tranches continue to vest .
Risk Indicators & Red Flags
- Acceleration: Full acceleration of all stock options upon termination without Cause can weaken retention frictions (i.e., value is preserved even on involuntary departure), though it supports executive mobility if separation occurs .
- Hedging/Pledging: Prohibited under the Insider Trading Policy, mitigating alignment concerns from hedging or pledging .
- Related Party/Perquisites: No personal perquisites disclosed in the SCT; “All Other Compensation” not reported for Ms. Krandel in 2023–2024 .
Equity Ownership Alignment
- Beneficial ownership is less than 1% of the Company, with 45,863 shares including options exercisable within 60 days as of April 22, 2025, indicating increasing alignment primarily through options rather than significant outright share ownership .
Investment Implications
- Alignment to revenue growth: The 58,961-share performance option vests only upon closing a qualifying strategic transaction with explicit revenue thresholds, directly linking equity value to growth execution .
- Retention dynamics: Full option acceleration upon termination without Cause reduces lock-in, potentially elevating retention risk in adverse scenarios, though it ensures compensation continuity if separation occurs .
- Ongoing vesting cadence: Quarterly vesting post-first anniversary implies steady vesting events and potential exercise activity, which could modestly increase insider selling opportunities over time .
- Governance safeguards: Prohibition of pledging/hedging lowers alignment risk; no disclosed tax gross-ups or repricing, and plan-level CoC treatment allows Board discretion to accelerate or cash out awards in transactions .
- Performance backdrop: FY 2024 profitability and flat revenues vs. FY 2023, alongside improved EBITDA*, support increasing pay-for-performance credibility as the performance option ties future equity realization to material revenue expansion .*