Adrian Miranda
About Adrian Miranda
Dr. Adrian Miranda (age 55) is Chief Medical Officer and SVP of Science & Technology at NeurAxis (NRXS) since 2018; he is a board‑certified pediatric gastroenterologist and physician‑scientist with 20+ years researching visceral and somatic pain, neuroplasticity, and chronic pain, with extensive publications and national/international lectures . Education: B.S. Biology (San Diego State University) and M.D. (Medical College of Wisconsin); residency and fellowship at Children’s Hospital of Wisconsin . Company performance context: Revenues were $2.46M in FY 2023 and $2.69M in FY 2024, while EBITDA remained negative at approximately $(6.62)M* and $(7.12)M* respectively; cumulative TSR from IPO to year‑end was $42 (FY 2023) and $37 (FY 2024) per initial $100, reflecting equity value pressure amid ongoing losses . Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medical College of Wisconsin | Assistant Professor, Pediatric Gastroenterology | — | Academic research in visceral/somatic pain; foundation for clinical development at NeurAxis |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Stock Awards ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 300,000 | Not disclosed | — | — | 23,052 | 323,052 |
| 2024 | 300,000 | Not disclosed | 63,772 | — | 18,673 | 382,445 |
The 2024 bonus was earned under an annual incentive plan adopted in 2024 upon achievement of certain targets; specific metrics/weightings are not disclosed .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (2024) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 63,772 | Cash bonus; metrics/vesting not disclosed |
| Annual Incentive Plan (2023) | Not applicable | — | — | — | — | — |
Pay versus performance disclosure indicates CAP is not directly correlated with TSR; the company utilizes several non‑financial performance measures, but they are not detailed for NEOs in the proxy .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | % Voting Power | Composition |
|---|---|---|---|---|
| Dr. Adrian Miranda | 337,204 | 4.5% | 3.4% | 337,204 options deemed beneficially owned; exercisable within 60 days |
| Options Exercisable (#) | Strike Price ($) | Expiration Date | Plan | Vesting Status |
|---|---|---|---|---|
| 337,204 | 6.94 | 09/13/2029 | 2017 Stock Compensation Plan | Vested fully upon grant |
10b5‑1 trading plans: none; hedging/pledging policy not specifically disclosed beyond Insider Trading Policy .
Special Deferred Bonus Linked to Option Exercise (Liquidity/Selling Pressure Levers)
| Payment Date | Required Options Exercised (#) | Installment % | Tax Gross‑Up | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Jan 2, 2024 | 67,441 | 20% of Aggregate Strike Price | Gross‑up at highest marginal rates on Aggregate Strike Price | Full vesting; paid in single lump sum within 30 days |
| Jan 2, 2025 | 67,441 | 20% | As above | As above |
| Jan 2, 2026 | 67,441 | 20% | As above | As above |
| Jan 2, 2027 | 67,441 | 20% | As above | As above |
| Jan 2, 2028 | 67,441 | 20% | As above | As above |
Failure to exercise the required tranche before each date forfeits the corresponding bonus installment; non‑forfeited portions are paid over remaining dates if scheduled option exercises occur, and tranches are forfeited if the corresponding options expire .
Employment Terms
- Employment Agreement: Dated August 17, 2022; two‑year initial term; base salary $300,000 with annual compensation increases .
- Severance (without cause):
- During initial term: salary continuation through the later of 6 months or initial term expiration; COBRA reimbursement for 18 months .
- After initial term: severance equals 0.5× base salary .
- Deferred Bonus Economics: Special deferred bonus equals aggregate strike price of 337,204 unexercised options plus tax gross‑up; paid in 5 equal 20% installments conditioned on scheduled option exercises (see table above) .
- Change‑of‑Control: Full vesting of deferred bonus; lump sum payment within 30 days; IPO offering is not a change‑of‑control .
- Restrictive Covenants: Confidentiality; 24‑month non‑compete and non‑solicit post‑termination; broad competitive activity restrictions .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 2,460,049 | 2,685,925 |
| EBITDA ($) | (6,623,770)* | (7,118,986)* |
Values marked with * retrieved from S&P Global.
| Cumulative TSR – Value of Initial Fixed $100 Investment | FY 2023 | FY 2024 |
|---|---|---|
| Company TSR ($) | 42 | 37 |
- Strategic Milestones: FDA 510(k) clearance expanded PENFS indication to adult FD (first adult FD treatment clearance) ; management highlighted Category 1 CPT code and broadened clearances as commercialization levers .
- Market Access/Guideline Timing: Management disclosed guideline publication expected by end of May 2025; Dr. Miranda attended the referenced San Diego conference with the CEO .
Investment Implications
- Alignment and retention: Miranda’s beneficial stake (4.5% via fully vested options) and five‑year deferred bonus schedule tied to option exercises support retention, but the tax gross‑up and cash‑settled deferred bonus are shareholder‑unfriendly features and accelerate in a change‑of‑control .
- Selling pressure risk: Annual exercise condition of 67,441 options through 2028, combined with no 10b5‑1 plan, increases probability of episodic insider exercises/sales to fund taxes/liquidity, potentially contributing to near‑term supply overhang .
- Pay‑for‑performance opacity: 2024 bonus paid under an incentive plan with undisclosed metrics/weights, while TSR declined and EBITDA remained negative; limited transparency on performance hurdles weakens pay‑performance alignment analysis .
- Execution sensitivity: Commercial inflection depends on payer policy and clinical guidelines; the 510(k) expansion and CPT status are positives, but revenue scale remains small and losses persist, increasing reliance on successful execution and reimbursement uptake during Miranda’s medical leadership .