David Rosa
About David Rosa
David Rosa, age 60, is NMTC’s Chief Executive Officer, President, and a director (CEO since July 2017). He holds an MBA from Duquesne University and a B.S. in Commerce & Engineering from Drexel University and previously led medtech businesses including Sunshine Heart (now Nuwellis), Milksmart, and served as VP Global Marketing at St. Jude Medical . Pay-versus-performance disclosures show cumulative TSR (assumed $100 investment) of $42.25 (FY22), $22.25 (FY23), and $24.75 (FY24), while net losses were $9.999M (FY22), $11.859M (FY23), and $12.318M (FY24) . Compensation Actually Paid (CAP) to the PEO (Rosa) was $539,030 (FY22), $716,284 (FY23), and $1,923,606 (FY24) versus Summary Compensation Table (SCT) totals of $1,186,410 (FY22), $989,558 (FY23), and $1,995,745 (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NeuroOne Medical Technologies (NMTC) | Chief Executive Officer, President, Director | Jul 2017–Present | CEO tenure provides day-to-day operational insights to the Board |
| NeuroOne, Inc. (subsidiary merged into NMTC) | Chief Executive Officer, Director | Oct 2016–Dec 2019 | Led pre-merger operating entity |
| Sunshine Heart (now Nuwellis, NUWE) | CEO & President | Nov 2009–Nov 2015 | Public early-stage med device leadership |
| Milksmart, Inc. | Chief Executive Officer | 2008–Nov 2009 | Led animal health device company |
| St. Jude Medical | VP Global Marketing, Cardiac Surgery & Cardiology | 2004–2008 | Global marketing leadership in cardiology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Biotricity Inc. (BTCY) | Director | Current | Public company directorship |
| BioRestorative Therapies, Inc. (BRTX) | Director | Current | Public company directorship |
| Healthcare Triangle, Inc. (HCTI) | Director | Current | Public company directorship |
Fixed Compensation
- 2024 cost-of-living increase: 3% for NEOs; Rosa target annual bonus set at 50% of base salary per his employment agreement .
- Non-employee directors receive cash/equity retainers; employees (incl. Rosa) do not receive board fees .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 506,655 | 521,856 |
| Non-Equity Incentive ($) | 253,328 | 228,312 |
| Target Bonus (% of Base) | — | 50% |
| Cost-of-Living Adjustment | — | 3% for NEOs |
Performance Compensation
Annual Cash Incentive (FY 2024)
- The Compensation Committee set weighted performance targets covering R&D, financing goals, commercialization milestones, and other corporate objectives; payout determination: 85% of target (Rosa target 50% of base) .
| Element | Detail |
|---|---|
| Metric categories | R&D, financing, commercialization, other corporate goals |
| Weighting | Weighted targets set by Committee |
| Target | 50% of base salary (Rosa) |
| Actual performance | 85% of target determined in Oct 2024 |
| Actual payout ($) | $228,312 (per SCT) |
Equity Awards and Vesting
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant Date Fair Value | Vesting Terms | |---|---:|---:|---:|---| | Nov 9, 2023 | Stock Options | 526,303 | $1.25 | $562,175 | 25% on Nov 9, 2024; remainder monthly over 36 months | | Apr 21, 2023 | Stock Options | 91,500 (34,312 ex., 57,188 unex.) | $1.59 | — | 25% on Apr 21, 2024; remainder in 12 equal quarterly installments from Jun 30, 2024 | | Jan 27, 2021 | Stock Options | 416,847 (397,750 ex., 19,097 unex.) | $5.97 | — | 25% on Jan 27, 2022; remainder monthly over 36 months (perf. accel. noted) | | Nov 5, 2019 | Stock Options | 166,667 (exercisable) | $6.42 | — | 25% on Nov 5, 2020; remainder monthly over 36 months (perf. accel. noted) | | Feb 18, 2024 | RSUs | 663,497 | — | $683,402 (SCT “Stock Awards”) | 25% on each of the first, second, third, and fourth anniversaries starting Feb 18, 2025 | | Apr 21, 2023 | RSUs | 34,313 | — | — | 50% on 1st anniversary; remaining quarterly over 8 quarters from Jun 30, 2024 | | Feb 3, 2022 | RSUs | 20,834 | — | — | 50% on 1st anniversary; remainder monthly over 24 months |
Grant close in time to MNPI: The Nov 9, 2023 option grant occurred three business days before an 8-K announcing the COO appointment; required Item 402(x) disclosure notes a 13.4% price change around the disclosure window .
Equity Ownership & Alignment
- Beneficial ownership as of Jan 3, 2025: Rosa beneficially owns 1,395,484 shares (4.4% of 30,857,923 shares outstanding) .
- Hedging is prohibited by company policy; clawback policy adopted consistent with Nasdaq/SEC rules; pledging was not disclosed in the proxy .
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 1,395,484 |
| % of shares outstanding | 4.4% (base 30,857,923 shares) |
Outstanding awards at FY-end (Sep 30, 2024):
- Options (Rosa): 166,667 ex. @ $6.42 (2019); 397,750 ex./19,097 unex. @ $5.97 (2021); 34,312 ex./57,188 unex. @ $1.59 (2023); 526,303 unex. @ $1.25 (2023); expiration dates: 2029, 2031, 2033, 2033 respectively .
- RSUs (Rosa): 20,834 (Feb 3, 2022; $20,626 MV), 34,313 (Apr 21, 2023; $33,970 MV), 663,497 (Feb 18, 2024; $656,862 MV) as of FY-end .
Key alignment policies:
- Hedging ban for directors and officers per Insider Trading Policy .
- Clawback/recoupment policy covering incentive-based compensation for Section 16 officers (3-year lookback on restatement) .
Employment Terms
- Agreement: Amended Employment Agreement effective Aug 4, 2017; amended Sep 9, 2024; auto-renews annually after initial three-year term unless notice given (30 days prior by Rosa; Board can choose non-renewal) .
- At-will termination constructs with definitions of “Cause” and “Good Reason” specified (e.g., material duty reduction, >10% salary cut without consent, etc.) .
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Health Benefits | Notes |
|---|---|---|---|---|---|
| Termination by Company without Cause or by Rosa for Good Reason (non-CIC) | Base salary from day after termination through end of employment period; min 12 months, max 18 months | Prorated annual cash bonus for year of termination | Options vest per award documents; continued vesting of equity per award terms; 90 days to exercise vested options | 12 months COBRA (ceases upon other coverage eligibility) | Conditional on release of claims |
| CIC double-trigger: within 12 months after or 3 months before a Change in Control + qualifying termination | Lump sum: 2.0x base salary + 2.0x target bonus (paid within 30 days) | Included in 2.0x target bonus multiple | Not expressly accelerated in proxy; subject to award terms | Up to 24 months COBRA at 100% company-paid | Conditional on release of claims |
Board Governance (service history, committee roles, dual-role implications)
- Rosa serves as a director and Class II nominee; the Board is chaired by independent director Paul Buckman; CEO and Chair roles are separated, allowing Rosa to focus on operations while the chair leads Board oversight .
- Board committees (Audit; Compensation; Nominating & Governance) are fully independent (Buckman, Mathiesen, Andrle). Chairs: Audit—Mathiesen; Compensation—Buckman; Nominating & Governance—Andrle .
- 2024 attendance: Board held six meetings; each director attended at least 75% of Board and committee meetings; independent directors meet in executive session .
- Director compensation policy: Cash retainers ($50k directors; $100k non-exec chair) plus annual equity ($50k, two-thirds RSUs/one-third options) vesting monthly; employees (incl. Rosa) receive no additional board pay .
Dual-role implications:
- Rosa’s dual role (CEO + Director) limits independence but is mitigated by an independent chair, majority-independent Board, and fully independent key committees overseeing compensation, audit, and governance .
Performance & Track Record Indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO SCT Total ($) | 1,186,410 | 989,558 | 1,995,745 |
| PEO CAP ($) | 539,030 | 716,284 | 1,923,606 |
| Cumulative TSR ($, $100 base) | 42.25 | 22.25 | 24.75 |
| Net Loss ($) | 9,999,613 | 11,859,491 | 12,318,110 |
Notes:
- Company states CAP is not used to set compensation levels; multiple performance measures are considered beyond those in PVP .
Additional Signals: Selling Pressure, Clawbacks, Related Parties
- Near-term vesting/selling windows: 25% of 663,497 RSUs vest on Feb 18, 2025, with additional 25% annually through 2028; 526,303 options vest monthly Nov 2024–Nov 2027—watch tax-selling around these dates .
- Item 402(x) “close-in-time” option grant (Nov 9, 2023) vs subsequent 8-K disclosure; 13.4% price change disclosed—monitor governance optics and grant timing practices .
- Section 16 compliance: Company reports timely filings in FY 2024 (one late Form 4 noted for a different insider) .
- Related party transactions: 2024 private placement included a director (not Rosa) purchasing $25,000—monitor governance and future transactions .
Compensation Structure Analysis
- Mix shift toward equity: Rosa’s equity grant values increased materially in FY 2024 (Stock Awards $683,402; Option Awards $562,175) versus FY 2023 (Stock $145,485; Options $84,090), emphasizing retention and alignment amid losses .
- Annual bonus paid at 85% of target on operational goals (R&D, financing, commercialization), indicating Committee discretion tied to milestone progress rather than profitability; NEO targets varied, with Rosa at 50% of base .
- Independent advisor: Grant Thornton engaged by the Compensation Committee for FY 2024 plan design and benchmarking .
- New 2025 Equity Plan proposed to expand share pool and add evergreen, citing equity-heavy comp needs for talent attraction/retention and cash conservation .
Equity Ownership & Governance Policies Summary
- Beneficial ownership: 1,395,484 shares (4.4%) provides meaningful skin-in-the-game .
- Hedging prohibited; clawback policy in place; no specific disclosure on pledging—treat pledging status as unknown; continue monitoring Form 4s and future proxies .
Investment Implications
- Alignment and retention: Large, multi-year RSU grant (663,497 units) with 4-year ratable vesting and concurrent monthly option vesting through 2027 create retention hooks but also predictable selling windows for tax/liquidity that could pressure stock around vest dates .
- Pay-for-performance calibration: Bonuses tied to operational milestones paid at 85% of target despite continued net losses, suggesting emphasis on commercialization and financing progress; equity-heavy awards increased substantially in FY 2024 to retain leadership through scaling, which can be constructive if milestones convert to revenue trajectory and TSR improvement .
- Governance risk/mitigation: Dual role (CEO + Director) is mitigated by an independent chair and fully independent Audit/Comp/Nominating committees; Item 402(x) close-in-time option grant warrants continued scrutiny of grant timing and governance optics .
- Change-in-control economics: Double-trigger CIC provides 2x salary + 2x target bonus and up to 24 months COBRA, a sizable package that could influence executive preferences in strategic alternatives; investors should model potential dilution/overhang from outstanding awards and new 2025 plan usage in M&A scenarios .
Data Appendix References
- Executive biography, board roles, and age:
- Compensation tables and narratives:
- Outstanding awards and vesting:
- Beneficial ownership:
- Employment agreement terms and CIC:
- Board structure, independence, and attendance:
- Pay vs performance (TSR, CAP, losses):
- Director compensation policy:
- 2025 Equity Plan and performance award framework: