Jeffrey Mathiesen
About Jeffrey Mathiesen
Independent director (Class III) at NeuroOne Medical Technologies Corporation (NMTC) since August 2017; age 63 as of January 21, 2025. Background: CPA with B.S. in Accounting (University of South Dakota); veteran finance executive and audit chair across medtech and biotech, including CFO roles at multiple public companies and extensive audit committee leadership. Tenure on NMTC’s board ≈7.5 years; designated Audit Committee Financial Expert; currently serves as Audit Committee Chair at NMTC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuroOne, Inc. (subsidiary merged into NMTC) | Director | Apr 2017–Dec 2019 | Predecessor board service before merger into NMTC |
| Sunshine Heart, Inc. (n/k/a Nuwellis, Inc., NUWE) | Chief Financial Officer | 2011–2015 | Public medtech CFO experience |
| Gemphire Therapeutics Inc. (merged into NeuroBo Pharmaceuticals, NRBO) | Chief Financial Officer | 2015–2018 | Clinical-stage biotech CFO; M&A exposure via acquisition |
| Teewinot Life Sciences Corporation | CFO; CEO advisor | Mar–Oct 2019; Oct–Dec 2019 | Company later filed Chapter 11 in Aug 2020 (risk/controversy context) |
| eNeura, Inc. (private) | Director | 2018–2020 | Medical technology board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helius Medical Technologies, Inc. (HSDT) | CFO/Treasurer/Secretary; Director | CFO since Jun 2021; Director since May 2022; previously Director & Audit Chair Jun 2020–Jun 2021 | Financial leadership; prior audit chair responsibilities; active public company role |
| Panbela Therapeutics, Inc. (PBLA) | Vice Chair & Lead Independent Director; Director & Audit Chair | Lead/Director since Mar 2020; Audit Chair since 2015 | Lead independent oversight; long-tenured audit leadership |
| Healthcare Triangle, Inc. (HCTI) | Director & Audit Chair | Mar 2021–Dec 2022 | Cloud/data health IT board and audit chair experience |
Interlocks: NMTC Chairman Paul Buckman also serves as a director at Helius (HSDT), creating a current cross-board linkage; NMTC CEO David Rosa serves as director at Healthcare Triangle (HCTI), where Mathiesen was a director/audit chair until Dec 2022. These interlocks may influence information flow and network dynamics.
Board Governance
- Independence: NMTC board majority independent; Mathiesen is independent under Nasdaq standards.
- Committees: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member).
- Audit Committee Financial Expert: Mathiesen designated (with Buckman); Mathiesen chairs the committee.
- Attendance and engagement: Board met 6 times in FY2024; Audit 4; Compensation 6; Nominating & Corporate Governance 1. Each director attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting.
- Governance policies: Code of Business Conduct in place; hedging prohibited for directors/officers/employees; clawback policy adopted per Nasdaq/SEC for Section 16 officers (three-year recovery window).
- Diversity compliance: Company currently does not meet Nasdaq Rule 5605(f)(2)(D) diversity objectives; committee continues to consider diverse candidates.
Fixed Compensation
| Component | FY2024 Program Amount | FY2025 Policy Amount | Notes |
|---|---|---|---|
| Annual retainer (non-employee director) | $50,000 | $50,000 | Chairman retainer is $100,000 (not applicable to Mathiesen) |
| Audit Committee Chair | $12,500 | $17,000 | Mathiesen is Audit Chair |
| Compensation Committee Member | $4,000 | $6,000 | Mathiesen is member |
| Nominating & Corporate Governance Member | $4,000 | $5,000 | Mathiesen is member |
| Meeting fees | Not disclosed | Not disclosed | No explicit per-meeting fees referenced |
| FY2024 Cash Earned (actual) | $120,500 | N/A | Proxy table reports Mathiesen’s FY2024 cash fees total |
Performance Compensation
| Element | Structure | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity grant | 2/3 RSUs + 1/3 stock options | $50,000 on annual meeting date | Vests in 12 monthly installments, service-based | None disclosed for directors; awards are time-based |
2025 Equity Incentive Plan (broad company plan) permits performance awards, repricings with participant consent, and sets a non-employee director compensation limit ($750k annually; $1.0m for first-year appointments). Director annual grants at NMTC remain time-based per policy; no director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Relationship to NMTC | Interlock Detail |
|---|---|---|
| Helius Medical Technologies (HSDT) | Current | Mathiesen is CFO and director; NMTC Chairman Buckman also a director at HSDT (active interlock). |
| Healthcare Triangle (HCTI) | Prior | Mathiesen was director/audit chair (Mar 2021–Dec 2022); NMTC CEO Rosa is current director (historical/ongoing linkage). |
| Panbela Therapeutics (PBLA) | External | Mathiesen Vice Chair, Lead Independent Director, Audit Chair (no NMTC director overlap disclosed). |
Expertise & Qualifications
- CPA; B.S. in Accounting; extensive experience as public-company CFO and audit chair in life sciences; recognized as audit committee financial expert at NMTC.
- Capital markets and financial reporting expertise; medtech and biotech sector familiarity; board leadership (Lead Independent Director, Vice Chair) at PBLA.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 200,919; less than 1% of outstanding |
| Options exercisable within 60 days (included in above) | 114,283 |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosure in proxy |
Governance Assessment
-
Strengths
- Independent director with deep audit oversight; Audit Committee Chair and designated financial expert strengthen board controls.
- Strong engagement: ≥75% attendance; multiple committee roles indicate active involvement.
- Balanced cash/equity director pay with monthly vesting improves alignment; annual equity grant program standardized.
-
Watch Items
- Cross-board interlock at Helius between Mathiesen (CFO/director) and NMTC Chairman Buckman may influence perspectives; monitor for potential related-party considerations if transactions arise.
- Company notes non-compliance with Nasdaq board diversity objectives; continued progress is a governance focus.
-
Red Flags / Risk Indicators
- Prior association with Teewinot Life Sciences, which filed Chapter 11 (Aug 2020); historical bankruptcy involvement is a background risk marker (not tied to NMTC).
- Reverse stock split proposal to maintain Nasdaq listing reflects capital structure pressures; broader governance/market risk context for the company.
Related Party & Conflicts
- Policy exists for identifying and reviewing related party transactions; Audit Committee/independent directors review for arm’s-length terms.
- Proxy discloses a 2024 private placement where NMTC Chairman Paul Buckman purchased $25,000 of stock/warrants; no related party transactions involving Mathiesen disclosed.
Director Compensation Mix and Alignment
- FY2024 cash fees: $120,500 (actual) for Mathiesen.
- Ongoing alignment: $50,000 annual equity grant (RSUs/options) vesting monthly promotes continuous service and shareholder alignment; hedging prohibited.
Attendance and Engagement
| Body | FY2024 Meetings | Attendance |
|---|---|---|
| Board | 6 | Each director ≥75%; all attended annual meeting |
| Audit Committee | 4 | Audit Chair (Mathiesen) |
| Compensation Committee | 6 | Member (Mathiesen) |
| Nominating & Corporate Governance Committee | 1 | Member (Mathiesen) |
Executive sessions: Independents meet separately as appropriate (supports board effectiveness).
Notes on Compensation Governance Infrastructure
- Compensation Committee uses independent consultant (Grant Thornton) and oversees director compensation; committee independence affirmed.
- 2025 Equity Incentive Plan expands share pool with evergreen; includes performance awards and change-in-control constructs; non-employee director annual compensation cap.
Summary Implications for Investors
- Mathiesen’s audit leadership and financial expertise are positives for controls and reporting quality; his independence and multi-committee participation support board effectiveness.
- Interlocks (HSDT; historical HCTI overlap) warrant monitoring for information flow and potential conflicts, though no Mathiesen-related transactions are disclosed.
- Director pay structure combines fixed retainers and modest, time-based equity; no performance metrics disclosed for directors, limiting direct pay-for-performance linkage but maintaining alignment via equity and hedging prohibitions.