Marc Glickman

About Marc Glickman

Marc H. Glickman, M.D. is Senior Vice President and Chief Medical Officer of enVVeno Medical (NVNO), serving since May 2016; he previously served on the board from July 2016 to August 2017 . He is a board‑certified vascular surgeon; age 75 as of the 2025 10‑K/A; received his M.D. from Case Western Reserve, completed residency at the University of Washington (Seattle), and retired from Sentara Health Care in 2014 as Director of Vascular Services . Background highlights include founding a vascular practice in Norfolk (1981), establishing Virginia’s first Vein Center and a dialysis access center, and advisory roles with multiple medtech companies; he was past president of the Vascular Society of the Americas . Compensation is tied to annual KPIs (not itemized); equity incentives include time‑based options and milestone‑based RSUs contingent on FDA PMA for VenoValve (subsequently denied in Aug/Nov 2025), implying low near‑term PSU/RSU vesting and alignment primarily via options and common stock .

Past Roles

External Roles

Fixed Compensation

• KPIs are established annually by the compensation committee; specific metrics are not disclosed .

Performance Compensation

RSUs (Milestone‑Based)

Option Awards (Key Grants and Terms)

• 2019 employment agreement also extended post‑termination exercise up to one year for vested options if termination is without Cause or for Good Reason, subject to plan terms .

Outstanding Equity Awards (FY 2024)

Equity Ownership & Alignment

• Company reports beneficial ownership including options/warrants exercisable within 60 days; Marc’s footnote indicates substantial near‑term exercisables, supporting meaningful skin‑in‑the‑game via options .
• No explicit disclosure of pledging or hedging policies pertaining to executives was found in the reviewed FY 2023/2024 10‑Ks and 2024/2025 DEF 14As; the Board adopted an SEC‑compliant compensation clawback policy on Nov 29, 2023 .

Employment Terms

• Employment: At‑will; current “New Employment Agreement” dated July 26, 2019 superseded prior 2016 agreement .
• Severance: If terminated without Cause (or resigns for Good Reason), severance equals three months of base salary for each year of service, up to a maximum of one year of base salary; release required .
• Benefits: Company pays 100% of healthcare/dental premiums for executive and dependents; at least 25 days paid vacation; standard holidays/personal days; participation in 401(k)/benefit plans .
• Equity repricing: 7,380 options granted Oct 1, 2016 were repriced in 2019 (see above), a governance consideration .
• Change‑in‑control: Option footnotes note accelerated vesting in certain events including changes of control; specific CIC cash multiples are not disclosed in executive agreement summaries .

Compensation Structure Analysis

• Mix and shifts: 2019+ compensation emphasizes lower target cash bonus (20%) versus prior 50%, with heavy equity option grants in 2021–2024; RSUs are purely milestone‑based tied to PMA, which was not achieved by Nov 2025 .
• Repricing: 2019 option repricing improved in‑the‑money potential; this is typically viewed as a shareholder‑unfriendly red flag unless clearly justified .
• Discretionary bonuses: Paid $73,500 (2023) and $56,963 (2024) despite PMA setbacks in 2025, suggesting some retention or discretionary elements beyond pure performance outcomes .
• Clawback: Adoption of SEC/Nasdaq‑compliant clawback policy in Nov 2023 strengthens pay‑for‑performance enforcement .

Say‑on‑Pay & Shareholder Feedback

• 2024 Annual Meeting (Dec 18, 2024): Advisory approval of NEO compensation passed; votes for/against/abstain: 3,255,160 / 2,665,653 / 145,921; stockholders selected “1 year” frequency for future votes .
• Board recommendation to hold say‑on‑pay every three years in 2024 proxy (non‑binding); updated practice reflected annual advisory vote outcome in 2024 meeting .

Risk Indicators & Red Flags

• FDA outcomes: Not‑Approvable letter for VenoValve (Aug 2025) and denial of appeal (Nov 2025) increase execution risk and reduce likelihood of milestone RSU vesting near‑term .
• Option repricing in 2019 is a governance red flag; monitor future modifications or repricings .
• No evidence of pledging/hedging policies disclosed in reviewed filings; absence of explicit anti‑pledging language warrants monitoring of future governance updates .
• Clawback policy present, mitigating restatement risk on incentive pay .

Investment Implications

• Alignment: Large pool of time‑based options (many already fully vested) keeps equity alignment high; RSUs tied to PMA are currently out‑of‑the‑money on performance, limiting near‑term vesting pressure and creating retention risk if equity value is depressed .
• Selling pressure: Significant options exercisable within 60 days and multiple low‑strike grants (e.g., $2.57/$3.59/$6.70/$8.20) could create overhang if liquidity is needed by insiders; watch Form 4 activity for signs of selling into news flow .
• Retention economics: Severance capped at one year of base salary and benefits are competitive; however, lack of achieved performance milestones and PMA setbacks may pressure morale/retention unless equity path is clarified .
• Governance: 2019 repricing and discretionary bonuses merit continued say‑on‑pay scrutiny; clawback adoption is positive, but explicit anti‑hedging/anti‑pledging and ownership guideline disclosures were not found, suggesting scope to strengthen governance frameworks .