Thomas Carrico
About Thomas Carrico
Dr. Thomas Carrico is Chief Regulatory Officer, Compliance Officer and Privacy Officer at Neuraxis, Inc. (NRXS). He has served as CRO since November 2017 and joined Neuraxis in February 2012 as Director of Regulatory Affairs; he holds an undergraduate degree from Indiana University and a Doctorate from Palmer College of Chiropractic, with 40+ years of healthcare experience focused on autonomic nervous system treatments . He is 68 years old per the latest proxy . Company performance context during recent public period: from IPO (Aug 9, 2023) to FY2023 year-end, $100 invested translated to $42 of TSR, and FY2023 net loss was $14.6M ; prelim 9M’25 net sales were ~$2.6M vs ~$1.9M in 9M’24 (approx +37% YoY), with Q3’25 prelim operating loss of ~$2.1M and cash of ~$4.4M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Neuraxis, Inc. | Chief Regulatory Officer; Compliance Officer; Privacy Officer | Nov 2017–present | Senior leadership for regulatory strategy and compliance |
| Neuraxis, Inc. | Director of Regulatory Affairs | Feb 2012–Nov 2017 | Built regulatory capabilities; foundation for CRO role |
| Spine and Neuromuscular Associates (Lawrenceburg, IN) | President & Clinic Director | 2002–2018 | Clinical leadership; expertise applicable to autonomic nervous system therapies |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Spine and Neuromuscular Associates | President & Clinic Director | 2002–2018 | Clinical practice leadership informing regulatory perspective |
Fixed Compensation
- Employment agreement dated Aug 9, 2022 (amended May 4, 2023): base salary $275,000 with annual increases; one-time incentive payment $135,655 (accrued/unpaid salary and retention bonus), paid from IPO proceeds in Aug 2023 .
- Company has an Insider Trading Policy and D&O indemnification; general policy references but no specific hedging/pledging terms disclosed in proxy .
Multi-year compensation (as disclosed):
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 271,962 | 278,837 | 288,307 |
| Bonus | — | 116,716 | 63,772 |
| Stock Awards | — | — | — |
| Benefits/Other | 15,234 | 15,544 | 16,835 |
| Total | 287,196 | 411,097 | 368,914 |
Notes:
- 2024 bonuses derive from an annual incentive plan adopted in 2024 “upon achievement of certain targets”; timing expected to be paid in 2025 .
Performance Compensation
Annual incentive and special programs:
| Incentive | Metric(s) | Weighting | Target | Actual | Payout/Timing | Vesting/Conditions |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (2024) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $63,772; expected to be paid in 2025 | Cash bonus; plan adopted 2024 |
| Special Deferred Bonus (per employment agreement) | Option exercise requirement (61,274 options before each Jan 2 scheduled date) | n/a | Exercise thresholds by year | None exercised as of proxy | 20% installments each on Jan 2 of 2024–2028 equals Aggregate Strike Price of 306,236 options + tax gross-up at highest marginal rates; none paid to date | Payment contingent on timely option exercise; late exercise forfeits that year’s tranche |
Equity awards and plan mechanics impacting incentives:
- Options: 306,236 options granted (fully vested upon grant) at $6.94 strike, expiring 09/13/2029 . Aggregate intrinsic value was $0 as of 9/30/2025 (out-of-the-money) .
- Company RSU program: 2025 grants to certain employees with 3-year cliff vest; full vest upon death/disability or change of control; not specifically disclosed as granted to Dr. Carrico .
Equity Ownership & Alignment
Beneficial ownership snapshots:
| As-of Date | Shares Beneficially Owned | Composition | % of Shares Outstanding | % Voting Power |
|---|---|---|---|---|
| Mar 31, 2025 (7,215,864 common outstanding) | 311,236 | 5,000 common + 306,236 options | 4.1% | 3.1% |
| Jun 17, 2024 (6,647,960 common outstanding) | 66,247 | includes 61,247 options | 1.0% | n/a |
Options detail:
| Metric | Value |
|---|---|
| Options outstanding (Thomas Carrico) | 306,236 (exercisable) |
| Exercise price | $6.94 |
| Expiration | 09/13/2029 |
| Vesting | Fully vested upon grant |
| Aggregate intrinsic value (Company options table as of 9/30/25) | $0 (out-of-the-money) |
Program mechanics relevant to selling pressure:
- For seven key employees, employment agreements include a special bonus equal to aggregate option strike prices plus a tax gross-up, payable in 20% annual installments starting Jan 2, 2024; payment requires exercising at least 20% of options annually; aggregate tax gross-up accrual potential of $6.225M for the group (contingent) . For Dr. Carrico specifically, required annual exercise is 61,274 options per the scheduled dates; none of his options had been exercised and no special deferred bonus paid as of April 14, 2025 (proxy date), which implies the 2024 and 2025 tranches were forfeited per the agreement .
Pledging/hedging:
- Proxy discloses an Insider Trading Policy but does not specifically disclose pledging by executives; no pledging by Dr. Carrico is disclosed in the proxy excerpts provided .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated Aug 9, 2022; amended May 4, 2023; initial 2-year term |
| Base salary | $275,000 with annual compensation increase |
| One-time incentive | $135,655 (accrued/unpaid salary + retention bonus), contemplated by 12/15/2022; paid from IPO proceeds in Aug 2023 |
| Special deferred bonus | Equal to Aggregate Strike Price of 306,236 options + tax gross-up (at highest marginal rates so net tax-neutral), paid in five 20% installments on Jan 2 of 2024–2028; requires timely exercise of at least 61,274 options before each date; none exercised and no bonus paid as of proxy |
| Severance (without cause) | During initial term: salary continuation to the later of 6 months or end of initial term; After initial term: 0.5× base salary; plus during initial term, reimbursement of Medicare/Medicare Supplement and prescription drug coverage insurance premiums for 18 months |
| Termination for cause | Forfeiture of unpaid Annual Deferred Bonus; pay earned base salary, expenses, accrued PTO |
| Change of control | Full vesting of the Annual Deferred Bonus Payment and paid in a single lump sum within 30 days; IPO not a CoC |
| Restrictive covenants | Confidentiality; 24-month non-solicit; non-compete scope as described for 24 months post-separation |
Related plan terms (context):
- 2022 Omnibus Plan increased share pool on Aug 15, 2024; administrator may include CoC acceleration provisions in award agreements; 896,028 awards granted; 62,791 shares remained available as of proxy date .
- 2025 ESPP adopted (subject to shareholder approval by July 1, 2026) with 15% discount; 100,000 shares initial pool plus potential annual increases .
Investment Implications
- Alignment vs. tax gross-ups: The special deferred bonus pays back the aggregate strike price plus a tax gross-up at the highest marginal rates, weakening pay-for-performance alignment; cash-like economics reduce downside for option exercise and create shareholder-unfriendly optics .
- Underwater options, low near-term selling pressure: Carrico’s options were out-of-the-money as of 9/30/25 (aggregate intrinsic value $0), and he had not exercised any options as of the April 2025 proxy; the 2024 and 2025 deferred bonus tranches appear forfeited due to non-exercise by the scheduled dates, reducing immediate exercise/sale pressure .
- Ownership and skin-in-the-game: As of Mar 31, 2025 he beneficially owned 311,236 shares (4.1% of outstanding; 3.1% voting power), primarily via options—meaning alignment is meaningful but largely option-derived, and value realization depends on future stock performance above $6.94 .
- Retention and CoC incentives: After the initial term, severance falls to 0.5× salary, but CoC provisions accelerate the deferred bonus into a lump sum within 30 days, creating a potential CoC windfall incentive despite limited ongoing option value at current levels .
- Company performance backdrop: Early public-company TSR was negative through FY2023 (IPO to year-end), and 9M’25 preliminary sales growth was positive YoY but with continued operating losses—suggesting execution risk remains and that option-based alignment may not translate into realized value without improved fundamentals .