Brian Carrico
About Brian Carrico
Brian Carrico, 43, is President, CEO, and a Director of NeurAxis. He joined in 2012, held roles including VP of Sales and President, and became CEO on January 1, 2018. He holds a B.S. in Business Marketing from Indiana State University. The company’s pay-versus-performance table shows post-IPO cumulative TSR implied values of $42 (FY2023) and $37 (FY2024) for a $100 investment; FY2024 revenue was $2.69M vs. $2.46M in FY2023, while EBITDA losses widened year-over-year (see Financial Performance table below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NeurAxis | VP of Sales; President; CEO (since 1/1/2018) | Not disclosed (CEO since 2018) | Early strategic agenda, capital raising, product development and commercialization . |
| Bard Medical | Operating room sales | Not disclosed | Commercial/sales experience in OR settings . |
| St. Jude Medical | Cath lab sales | Not disclosed | Commercial/sales experience in cardiology settings . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | “Our directors are not directors in any other reporting companies.” |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 375,000 | 352,973 |
| Annual cash bonus ($) | 441,346 | 206,730 (includes $62,222 for 2024 Convertible Notes) |
| Benefits ($) | 23,052 | 18,673 |
| Total ($) | 839,398 | 578,376 |
Notes:
- Employee directors receive no additional pay for board service .
- Employment agreement sets a base salary of $330,000 with annual increases of at least 3%, plus a one-time $435,577 incentive (paid from IPO proceeds in Aug 2023) .
Performance Compensation
Annual Incentive (Cash)
| Plan year | Key metric(s) | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| 2024 | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 206,730 | Annual incentive plan; includes $62,222 tied to successful issuance of 2024 Convertible Notes . |
The proxy indicates the company “utilize[s] several performance measures,” but they “tend not to be financial performance measures, such as TSR” .
Equity and Option Awards
| Award type | Grant/plan | Shares/options | Exercise/strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock options | Innovative Health Solutions, Inc. 2017 Plan | 320,000 | $6.94 | Fully vested upon grant | 09/13/2029 |
Special Deferred Bonus (Option-Exercise Linked)
| Component | Terms |
|---|---|
| Structure | Deferred bonus equals the aggregate strike price of 320,000 options plus a tax gross-up on that strike amount (at highest marginal rates), paid in five equal 20% installments (scheduled Jan 2 of 2024–2028) . |
| Condition | Must exercise at least 64,000 options before each scheduled payment date; if not exercised timely, that installment is forfeited . |
| Status | As of the proxy, no options had been exercised and no deferred bonus paid . |
| Change-in-control | Full vesting of the Annual Deferred Bonus Payment and payment in a lump sum within 30 days of a change in control (the offering is excluded) . |
Clawback/forfeiture: The 2022 Omnibus Plan permits forfeiture of awards and/or gains upon violation of applicable restrictive covenants; no separate financial restatement clawback was disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 340,118 shares (4.5% of outstanding; 3.4% of voting power) . |
| Composition | 20,118 common shares + 320,000 stock options . |
| Vested vs. unvested | 320,000 options were fully vested upon grant . |
| 10b5-1 trading plans | None disclosed . |
| Pledging/hedging | Not disclosed in proxy . |
| Ownership guidelines | Not disclosed. |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Dated Aug 9, 2022; amended May 4, 2023; initial 5-year term (through Aug 2027) . |
| Base salary | $330,000 with ≥3% annual increases . |
| One-time incentive | $435,577 (accrued/unpaid salary + retention bonus); paid from IPO proceeds (Aug 2023) . |
| Deferred bonus | Aggregate option strike + tax gross-up; 20% installments on Jan 2 of 2024–2028; each installment contingent on exercising ≥64,000 options pre-date; none paid to date . |
| Severance (initial term) | If terminated without cause: greater of 3x base salary or 3x prior-year bonus, paid over 3 years; plus 18 months COBRA premiums . |
| Severance (after initial term) | If terminated without cause: greater of 1.5x base salary or 1.5x prior-year bonus, paid over 18 months; plus 18 months COBRA premiums . |
| Change-in-control | Full vesting and lump-sum payment of the deferred bonus within 30 days; offering is not a CoC . |
| Restrictive covenants | Confidentiality; non-solicit 24 months; non-compete/competitive restrictions during employment and for 24 months post-separation . |
Board Governance
- Role and independence: Carrico serves as CEO and Director; not listed among independent directors (independents: Bradley Mitch Watkins, Beth Keyser, Kristin Ferge, Gilad Aharon) .
- Chair/committees: Chairman is Bradley Mitch Watkins. CEO Carrico is not shown as a member of Audit, Compensation, or Nominating/Governance committees (Audit: Ferge [Chair], Watkins, Keyser; Compensation: Aharon [Chair], Watkins, Keyser, Ferge; Nominating/Gov: Keyser [Chair], Watkins, Ferge) .
- Family relationship: Carrico is the son of Dr. Thomas Carrico (Chief Regulatory Officer), which presents a potential independence/related-party optics issue .
- Director compensation: Employee directors receive no additional director compensation .
Financial Performance
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | 2,460,049 | 2,685,925 |
| EBITDA (USD) | -6,623,770* | -7,118,986* |
Values with asterisk (*) retrieved from S&P Global.
Related Party and Risk Indicators
- Related parties: Family relationship (CEO and CRO father/son) disclosed; founder loans to a director (Dr. Brown) were repaid post-IPO; no related-party transactions identified directly with Brian Carrico .
- 10b5-1 plans: None disclosed for insiders, reducing transparency of trading plans .
- Tax gross-up: Deferred bonus includes tax gross-up on the aggregate option strike price—often viewed unfavorably by governance-sensitive investors .
- Equity award structure: Legacy options (fully vested at grant) may dilute performance sensitivity; 2022 Plan allows various equity types but no Carrico RSU/PSU grants disclosed for 2024 .
- Say-on-Pay: Advisory vote was on the 2024 agenda; results not included in the proxy record provided .
Compensation Structure Analysis
- Mix shift: CEO cash bonus declined materially in 2024 vs. 2023 ($206.7k vs. $441.3k) while base salary remained broadly in line with contractual levels; no equity grants to Carrico disclosed for 2024 .
- Option-heavy history: Carrico’s significant option position (320k at $6.94, fully vested) can reduce forward performance conditioning vs. PSUs/RSUs with multi-year targets .
- Retention incentives with exercise triggers: The five-tranche deferred bonus tied to timely option exercises (and with a tax gross-up) is designed to retain and prompt exercises; missed exercises forfeit installments .
- CoC terms: Single-trigger acceleration of the deferred bonus (lump sum within 30 days) increases change-in-control payout certainty .
Equity Ownership & Alignment (Detail)
| Category | Amount/Status |
|---|---|
| Beneficial ownership | 340,118 shares (4.5%); 3.4% of voting power . |
| Options outstanding | 320,000 options @ $6.94; exp. 09/13/2029; fully vested at grant . |
| Common shares | 20,118 . |
| Ownership guidelines | Not disclosed. |
| Pledging/hedging | Not disclosed . |
| 10b5-1 plans | None . |
Employment & Contracts (Detail)
| Element | Provision |
|---|---|
| Term | 5 years from Aug 9, 2022; amended May 4, 2023 . |
| Severance (no cause, initial term) | Greater of 3x salary or 3x prior-year bonus; paid over 3 years; 18 months COBRA . |
| Severance (no cause, post-term) | Greater of 1.5x salary or 1.5x prior-year bonus; paid over 18 months; 18 months COBRA . |
| CoC | Deferred bonus fully vests and is paid in lump sum within 30 days; offering excluded . |
| Non-compete / non-solicit | Competitive restrictions and non-solicit for 24 months post-separation; confidentiality covenant . |
Investment Implications
- Alignment and retention: Carrico’s meaningful ownership (4.5%) and option-linked deferred bonus support retention; however, the tax gross-up and single-trigger CoC acceleration are shareholder-unfriendly elements and may elevate payout risk in a sale .
- Near-term selling pressure: The deferred bonus design incentivizes timely option exercises (64k per year 2024–2028) to unlock cash installments; exercises could prompt sales to fund exercise/taxes, though no 10b5-1 plans are disclosed to manage such activity .
- Pay-for-performance: With no disclosed 2024 equity grants to Carrico and legacy options fully vested at grant, incremental performance leverage appears limited; bonus framework lacks disclosed metric rigor or target calibration for investor assessment .
- Governance optics: Dual role (CEO/Director) and family relationship with the CRO create independence optics risks mitigated in part by an independent chair and fully independent committees .
- Execution track record: Post-IPO TSR was negative across 2023–2024 windows, while revenue grew year over year and EBITDA losses widened; sustaining growth and narrowing losses are critical to improving compensation-outcome alignment and market confidence (see Financial Performance table above ).
Citations: All data are from company filings as cited. EBITDA values marked with an asterisk (*) were retrieved from S&P Global.