Ronald McClurg
About Ronald McClurg
Chief Financial Officer of NeuroOne Medical Technologies (NMTC) since January 1, 2021; age 66; BBA in Accounting from University of Wisconsin–Eau Claire . He is a seasoned medtech finance executive (Incisive Surgical CFO 2003–2019; Wavecrest CFO 1997–2002; prior public-company CFO roles at Video Sentry, Insignia Systems, Orthomet) and currently serves on the boards of Biotricity (Audit Chair), Healthcare Triangle (Audit Chair), and the Board of Governors of Biomagnetic Sciences LLC . 2024 performance pay was tied to weighted corporate objectives (R&D, financing, commercialization), with his bonus paying out at 85% of target ; in 2023, his individual payout was 66% of target . Company revenues and EBITDA have been negative but roughly stable; details below (S&P Global data)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Incisive Surgical, Inc. | VP Finance & Admin; CFO | 2003–2019 | Led all finance functions incl. capital raising, reporting, budgeting, risk mgmt. |
| Wavecrest Corporation | CFO & Treasurer | 1997–2002 | Finance leadership at electronic test instruments maker |
| Video Sentry; Insignia Systems; Orthomet | CFO | Pre-1997 | Public-company CFO experience; SEC reporting and capital markets |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Biotricity, Inc. (NASDAQ: BTCY) | Director; Audit Committee Chair | Current | Governance and financial oversight |
| Healthcare Triangle, Inc. (NASDAQ: HCTI) | Director; Audit Committee Chair | Current | Governance and financial oversight |
| Biomagnetic Sciences, LLC | Board of Governors | Current | Advisory/oversight |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 316,764 | 25% | 69,292 |
| 2023 | 307,538 | 25% | 51,256 |
Performance Compensation
| Year | Metric Categories | Weighting | Target | Actual | Payout | Vesting Notes |
|---|---|---|---|---|---|---|
| 2024 | R&D, financing goals, commercialization milestones, other corporate objectives | Not disclosed (“weighted”) | 25% of base | Committee assessed 85% achievement | 85% of target | Cash bonus paid FY2024 |
| 2023 | Regulatory submissions, R&D, financing, commercialization, other corporate goals | Not disclosed (“weighted”) | 25% of base | CFO achieved 66% of target | 66% of target | Cash bonus paid FY2023 |
Equity Awards (structure and vesting)
| Type | Grant Date | Shares/Units | Strike ($) | Expiration | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSU | Feb 18, 2024 | 113,717 | — | — | 117,129 | 25% on 1st–4th anniversaries (starts Feb 18, 2025) |
| Option | Nov 9, 2023 | 89,283 | 1.25 | Nov 8, 2033 | 95,368 | 25% on Nov 9, 2024; remainder monthly over 36 months |
| RSU | Apr 21, 2023 | 12,500 | — | — | 19,875 | 50% on 1st anniversary; remainder quarterly over 8 quarters (start Jun 30, 2024) |
| RSU | Feb 3, 2022 | 15,000 | — | — | 31,500 | 50% on 1st anniversary; remainder monthly over 24 months |
| Option | Jan 1, 2021 | 60,000 | 4.71 | Jan 1, 2031 | — | 25% on Jan 1, 2022; remainder monthly over 36 months |
Note: FY2024 Summary Compensation Table reports RSU fair value $117,129 and option fair value $95,368 for McClurg .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 295,100 shares; less than 1% of outstanding |
| Breakdown (vesting within 60 days of Jan 3, 2025) | 28,742 RSUs; 141,896 options |
| Shares Outstanding (record date) | 30,857,923 (Jan 3, 2025) |
| Hedging | Prohibited for directors/officers under Insider Trading Policy |
| Pledging | No pledging disclosures found in proxy; not indicated |
| Ownership Guidelines | Executive stock ownership guidelines not disclosed in proxy; director policy described separately |
Employment Terms
| Provision | Detail |
|---|---|
| Start date / role | CFO effective Jan 1, 2021; at-will employment (McClurg Offer Letter) |
| Base salary & bonus | Base initially $250,000; target bonus up to 25% of salary; subject to review/adjustment |
| Initial option | 60,000 options @ $4.71; 25% vest after 1 year then monthly over 36 months |
| Change-of-control (CoC) severance | If terminated without cause or resigns for Good Reason within 12 months after or 3 months before CoC: lump sum = 1.25× base salary + 1.25× target bonus; plus 15 months of company-paid health coverage (single/double-trigger via termination condition) |
| Non-CoC termination (Cause / resignation) | Only unconditional entitlements (earned but unpaid salary/benefits); no severance |
| Good Reason definition | Material pay cut (>10%), material reduction in duties/position/responsibilities, relocation >25 miles, material breach by company; cure periods and notice requirements apply |
| Clawback | Company-level clawback policy for Section 16 officers requiring recovery of incentive compensation on restatements (3-year lookback; regardless of fault) |
| Non-compete / PIIA | Executed standard proprietary info/inventions assignment and non-competition agreement; specific non-compete terms not disclosed |
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 3,407,629* | 3,453,003* |
| EBITDA ($) | -11,755,984* | -11,640,418* |
*Values retrieved from S&P Global.
Insider Transactions and Potential Selling Pressure
| Date | Type | Shares | Price | Amount | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| Apr 4, 2025 | Open-market purchase | 200,000 | 0.50 | $100,000 | 444,117 (direct) | |
| Apr 17, 2025 | Option award | 250,000 | — | — | 250,000 options awarded (expiry 2035-04-16) | |
| Sep 12, 2023 | Open-market purchase | 50,900 | 0.98 | ~$49,882 | 130,400 | |
| Apr 20, 2023 | Open-market purchase | 12,500 | n/a | n/a | 79,500 | |
| May–Jun 2022 | Open-market purchases | 52,000 (aggregate) | 0.85–1.06 | ~$51k | 67,000 |
Additional press coverage of the April 2025 purchase: and .
Compensation Structure Analysis
- Mix shift toward equity: RSUs introduced in 2022 to address underwater options and retention; committee cited market volatility and retention needs .
- 2024 grants combined RSUs (4-year ratable vest) and options (3-year monthly vest after 1-year cliff), balancing retention with upside alignment .
- Performance bonus discipline: 2024 paid at 85% vs 66% in 2023 for CFO, tied to specific operational milestones rather than discretionary awards .
- Plan-level repricing flexibility: 2025 Equity Plan allows repricing/cash substitution with participant consent—a governance watchpoint for option economics .
Say-on-Pay & Committee Governance
- Independent Compensation Committee (Buckman Chair; Andrle; Mathiesen) engaged Grant Thornton as independent advisor in FY2024; sets targets and reviews performance; CEO excluded from discussions on his own compensation . 2024 proxy included triennial say‑on‑pay advisory vote framework; results not disclosed in the materials reviewed .
Risk Indicators & Red Flags
- Hedging prohibited for officers (positive alignment) .
- Clawback policy adopted under Nasdaq rules (restatement-driven recovery; positive governance) .
- Reverse stock split authority approved in Feb 2025 to address Nasdaq minimum bid price compliance (equity overhang and dilution dynamics) .
Investment Implications
- Alignment: McClurg’s recurring open-market buys, including $100k at $0.50 in April 2025, signal confidence and reduce perceived selling pressure; his ownership remains <1% but rising .
- Retention risk: CoC protection (1.25× salary + 1.25× target bonus + 15 months health) with double-trigger reduces turnover risk but creates standard parachute costs in M&A .
- Overhang: RSU and option vesting schedules (2024–2027) imply ongoing issuance; 2025 plan evergreen and repricing latitude warrant monitoring for dilution and potential modifications .
- Pay-for-performance: Bonus outcomes (66% → 85%) tracked operational progress (Evo sEEG utilization and OneRF launch milestones), suggesting tighter linkage between incentives and execution .