Edward Andrle
About Edward Andrle
Independent director of NeuroOne Medical Technologies Corporation since February 2020; age 66. Former General Manager of Neuromodulation and SVP, Strategy & Business Development at LivaNova PLC; co-founder and Chairman (since Feb 2023) of Arcos Interventional, Inc. Education: MBA, Stanford Graduate School of Business; B.S., Chemical Engineering, University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LivaNova PLC (Nasdaq: LIVN) | General Manager, Neuromodulation | Jan 2018 – Jan 2020 | Senior P&L/operator in neuromodulation; public medtech exposure |
| LivaNova PLC | SVP, Strategy & Business Development | Sep 2015 – Jan 2018 | Led corp dev/strategy post Sorin–Cyberonics merger |
| Sorin S.p.A | VP, Business Development & Strategy | 2010 – Sep 2015 | Platform BD/strategy leadership (pre-merger into LivaNova) |
| Myocor Inc.; TERAMED Inc.; StarFire Medical Inc. | Co‑founder | n/a | All three medical device companies were acquired |
| Boston Scientific; Baxter | Executive roles | n/a | Led large portfolios in cardiovascular and dialysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcos Interventional, Inc. (structural heart; private) | Chairman & Co‑Founder | Since Feb 2023 | Current leadership role; private company |
No other current public-company directorships for Mr. Andrle are disclosed in the proxy .
Board Governance
- Independence: Board deems Andrle independent (Nasdaq standards) .
- Current committee assignments:
- Nominating & Corporate Governance: Chair (members: Buckman, Andrle, Mathiesen)
- Compensation: Member (Chair: Buckman; members: Buckman, Andrle, Mathiesen)
- Audit: Member (Chair: Mathiesen; members: Buckman, Mathiesen, Andrle)
- Leadership structure: Non‑executive Chair (Buckman); CEO and Chair roles separated .
- Attendance and engagement (FY2024):
- Board meetings: 6; each director attended at least 75% of Board and committee meetings on which they served; all directors attended 2024 annual meeting .
- Committee meetings: Audit 4; Compensation 6; Nominating & Governance 1 .
Fixed Compensation
| Item | FY2024 | FY2025 Policy (effective Oct 2024 review) |
|---|---|---|
| Annual Board retainer (non‑employee) | $50,000 | $50,000 |
| Non‑executive Chair retainer | $100,000 | $100,000 |
| Audit Committee – Chair / Member | $12,500 / $5,000 | $17,000 / $9,000 |
| Compensation Committee – Chair / Member | $10,000 / $4,000 | $10,000 / $6,000 |
| Nominating & Governance – Chair / Member | $10,000 / $4,000 | $10,000 / $5,000 |
| Meeting fees | Not disclosed | Not disclosed |
Director cash received FY2024:
- Edward Andrle: Fees earned in cash: $119,000; total: $119,000 .
Performance Compensation
| Element | Terms |
|---|---|
| Annual equity grant (non‑employee directors) | On each annual meeting date, equity with $50,000 grant‑date value; 2/3 RSUs, 1/3 stock options; both vest in 12 monthly installments, subject to continued service |
| Performance metrics tied to director equity | Not disclosed (director equity appears service‑based) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None disclosed for Mr. Andrle |
| Private/other boards | Arcos Interventional, Inc. – Chairman & Co‑Founder |
| Potential interlocks (background) | Prior employer overlap with Board Chair Paul Buckman (both held senior roles at LivaNova in similar time frame), indicating a professional network tie, though not a disclosed related‑party transaction |
Expertise & Qualifications
- Strategic and operating leadership across neuromodulation, cardiovascular, and dialysis portfolios; deep BD/M&A experience (Sorin/LivaNova, multiple co‑founded devices firms) .
- Advanced business training (Stanford GSB MBA) and engineering background (Notre Dame B.S. ChemE), supporting committee leadership (Gov. Chair) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Notable Components |
|---|---|---|---|
| Edward Andrle | 124,973 | <1% | Includes 60,748 options exercisable within 60 days |
Notes:
- Ownership table based on 30,857,923 shares outstanding as of Jan 3, 2025 .
- No pledging or hedging by directors permitted under Insider Trading Policy; hedging of company securities is prohibited . No pledging disclosure specific to directors was provided.
Governance Assessment
-
Strengths
- Independent director; Chairs Nominating & Governance; serves on Audit and Compensation, indicating broad oversight involvement .
- Attendance threshold met (≥75%); Board and committees active (Board: 6; Audit: 4; Comp: 6; N&G: 1 in FY2024) .
- Director pay structure updated with clearer equity mix and increased committee retainers to reflect workload; use of an independent compensation consultant (Grant Thornton) to benchmark and advise .
- Company-wide hedging prohibition and code of ethics in place; compensation clawback policy adopted for Section 16 officers per Nasdaq listing standards; 2025 equity plan includes clawback provisions .
-
Watch items / potential red flags
- Company does not meet Nasdaq board diversity objectives under Rule 5605(f)(2)(D), though N&G is committed to considering diverse candidates; as Gov. Chair, Andrle will influence remediation .
- Dilution governance: 2025 Equity Incentive Plan seeks 3,000,000 initial shares plus an evergreen increase up to 5% of fully diluted shares annually (2026–2035); plan permits repricing with participant consent—both common dilution risk flags in small-cap companies .
- Nasdaq minimum bid price deficiency and pending/authorized reverse split to maintain listing; board oversight of financing and capital structure remains critical to investor confidence .
- Related‑party transactions: none disclosed involving Andrle; one director (Buckman) participated modestly in 2024 private placement ($25,000) . Continued vigilance appropriate.
-
Independence & conflicts
- Board determined Andrle is independent under Nasdaq/SEC rules; no related‑party transactions involving Andrle disclosed in the reporting period .
-
Director compensation alignment
- 2024 remuneration was cash-only per table; 2025 policy adds regular equity ($50k value, with RSUs and options vesting monthly), improving alignment via ongoing equity exposure .
Board Governance (Supplemental Data)
| Topic | FY2024 Detail |
|---|---|
| Board meetings | 6 |
| Audit/Comp/N&G meetings | 4 / 6 / 1 |
| Director attendance | Each director ≥75% of aggregate Board and committee meetings served |
| Independent sessions | Independent members meet separately as deemed appropriate |
Related-Party Exposure
- Policy and review: Formal related person transaction policy (>$120,000 threshold) with Audit Committee/independent directors overseeing arm’s‑length terms .
- Disclosures: No transactions involving Mr. Andrle reported; one director (Buckman) invested $25,000 in 2024 private placement .
Director Compensation Program Details
| Component | Key Terms |
|---|---|
| Cash retainers | Board and committee retainers as listed above; no meeting fees disclosed |
| Equity (2025 policy) | $50,000 grant value each annual meeting; 2/3 RSUs, 1/3 options; 12 monthly vesting tranches |
| Non‑employee director pay cap | Aggregate annual value limit $750,000 ($1,000,000 for first-year directors) under 2025 Plan |
| Hedging / Pledging | Hedging prohibited; pledging not specified in proxy |
| Clawbacks | Company clawback policy for Section 16 officers; plan-level clawbacks apply as required by listing standards |
Summary: Andrle brings deep medtech operating and BD experience, chairs Governance, and serves on Audit and Compensation as an independent director. Governance signals are mixed: positive committee leadership and policy frameworks, but dilution flexibility (evergreen, repricing) and listing compliance pressures require vigilant oversight. No disclosed conflicts or related‑party transactions for Andrle; FY2024 attendance threshold met .