Robert Berman
enVVeno MedicalAbout Robert Berman
Robert A. Berman is Chief Executive Officer and a director of enVVeno Medical (NVNO) since April 2018; age 61 as of the 2024 proxy record date. He holds a B.S. in Entrepreneurial Management from Wharton and a J.D. from Northwestern Law, where he is an adjunct faculty member . Pay-versus-performance disclosure shows cumulative TSR indexing moved from 77.39 (2022) to 78.00 (2023) then 45.83 (2024) alongside continuing net losses, indicating investor returns deteriorated in 2024 despite continued at‑risk equity grants . EBITDA has been negative for the past four fiscal years (see table; values from S&P Global)*.
| Performance metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| EBITDA ($) | -16,744,000* | -24,720,000* | -25,018,000* | -23,637,000* |
Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ITUS Corporation (now Anixa Biosciences) | President, CEO, Director | 2012–2017 | Transitioned business into a Nasdaq-listed cancer therapeutics company . |
| Acacia Research Corporation | COO and General Counsel | 2000–2007 | Pivoted company into a leading patent licensing firm with market cap >$2B . |
| Blank Rome LLP | Attorney | — | Early career legal foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northwestern University School of Law | Adjunct Faculty | — | Legal/strategy expertise . |
Board Service & Governance (dual-role implications)
- Board service: CEO and Class II director; first joined board in 2018 .
- Leadership structure: Company currently has no Board Chair and no Lead Independent Director; four of five directors are independent, providing oversight but with a potential concentration of authority in the CEO role .
- Committees (membership and independence): Audit (Gray–chair, Jenusaitis, Shrivastava), Compensation (Shrivastava–chair, Gray, Jenusaitis), Nominating & Corporate Governance (Duhay–chair, Jenusaitis, Shrivastava). All committee members are independent under Nasdaq and SEC rules; the CEO is not a committee member .
- Attendance: In 2024 the Board met 5 times; all directors attended ≥75% of board meetings; committee attendance ≥67% (4 Audit, 3 Compensation; no Nominating meetings) .
- Independence and staggered board: Majority independent; classified board with three classes, which can entrench continuity and may delay control changes .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus ($) | All other comp ($) |
|---|---|---|---|---|
| 2024 | 500,000 | Up to 60% (KPI-based) | 232,500 | 28,119 (healthcare + 401k) |
| 2023 | 500,000 | Up to 60% (KPI-based) | 500,000 | 16,491 (healthcare + 401k) |
| 2022 | 450,000 | Up to 50% (KPI-based in 2022) | — | 16,476 |
- Base salary increased to $525,000 effective December 2024, per employment agreement updates .
Performance Compensation
Annual Incentive Plan (cash)
| Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|
| Annual KPIs set by Compensation Committee | Not disclosed | Up to 60% of salary | 2024: $232,500; 2023: $500,000 | Annual, subject to committee determination |
Equity Awards – Grants and Vesting
| Grant date | Instrument | Shares | Exercise/Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| 03/30/2018 | Stock options | 43,209 | $10.00 | 20% at agreement date; 80% monthly over 24 months | 09/23/2028 |
| 07/18/2020 | Stock options | 40,000 | $10.00 | Monthly over 36 months | 07/18/2030 |
| 02/18/2021 | Stock options | 838,000 | $8.20 | Equal quarterly over 2 years | 02/18/2031 |
| 11/30/2021 | Stock options | 349,781 | $6.70 | Equal quarterly over 3 years | 11/30/2031 |
| 11/30/2021 | RSUs (performance-based) | 200,000 | — | Vest on VenoValve PMA; SAVVE metric removed 12/5/2023 | — |
| 12/05/2023 | Stock options | 300,000 | $3.59 | Equal quarterly over 3 years | 12/02/2033 |
| 12/18/2024 | Stock options | 200,000 | $2.57 | Equal quarterly over 3 years | 02/16/2034 |
- 2023 discretionary cash bonus: $500,000 .
- RSU performance change: Board removed the SAVVE endpoint condition and made all 200,000 RSUs vest only upon VenoValve PMA approval (tightened to single PMA trigger) .
- Clawback: All cash and equity subject to Dodd-Frank/Nasdaq Rule 10D‑1 compliant clawback policy .
Equity Ownership & Alignment
Beneficial Ownership (Berman)
| As-of date | Shares beneficially owned | % of outstanding |
|---|---|---|
| Record Date (2025 Proxy) | 1,718,225 | 7.9% (based on 20,216,176 shares) |
| Feb 26, 2025 (10-K) | 1,442,114 | 7.6% (based on 17,536,000 shares) |
- Section 16 compliance: Company reports all Forms 3/4/5 were timely for 2024 .
Outstanding and Unvested Equity (as of 12/31/2024)
| Instrument | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| Stock options | 43,209 | — | $10.00 | 09/23/2028 |
| Stock options | 40,000 | — | $10.00 | 07/18/2030 |
| Stock options | 838,000 | — | $8.20 | 02/18/2031 |
| Stock options | 349,781 | — | $6.70 | 11/30/2031 |
| Stock options | 107,222 | 192,778 | $3.59 | 12/02/2033 |
| Stock options | — | 200,000 | $2.57 | 02/16/2034 |
| Performance RSUs (PMA) | — | 200,000 | — | Market value $604,000 at $3.02 on 12/31/2024 |
- Transfer/pledge limits: Awards generally non-transferable and may not be pledged; transferability restricted under plan terms .
- Ownership guidelines: Not disclosed in the cited materials.
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Executed March 30, 2018; at-will, with annual review of compensation . |
| Base salary progression | $400k initially; $450k (2022); $500k (2023); $525k (Dec 2024) . |
| Annual bonus | Eligible up to 60% of salary, KPI-based at Compensation Committee discretion . |
| Severance | 12 months’ base salary upon termination without cause/for good reason; 24 months if within 24 months following a change in control (double-trigger) . |
| Benefits | Eligible for company benefit plans; company pays certain health/dental premiums . |
| Restrictive covenants | Non‑solicit of employees during term and 12 months thereafter . |
| Clawback | Company maintains Dodd‑Frank/Nasdaq-compliant compensation recovery policy . |
| Equity change-in-control | Plan provides for transaction‑driven treatment; if not assumed, awards may vest; if assumed, vest on qualifying termination within 2 years; performance awards vest at target or actual-to-date; director awards fully vest on CoC . |
| 2025 Equity Plan features | Administrator may reprice options/SARs without stockholder approval (potential shareholder‑unfriendly feature) ; non‑employee director annual comp cap $1,000,000 (initial year)/$750,000 thereafter ; robust clawback language . |
Compensation Structure Analysis
- Mix shift and quantum: Cash base rose to $525k in Dec 2024; 2024 bonus paid was $232.5k vs $500k in 2023, indicating lower discretionary payout amid weaker shareholder returns .
- Equity tilt: Ongoing sizable option grants at lower strikes in 2023 ($3.59) and 2024 ($2.57) maintain leverage to upside but can contribute to overhang; vesting is time-based for options .
- Performance equity: 200,000 RSUs fully tied to FDA PMA approval for VenoValve after 12/5/2023 modification, sharpening focus on regulatory milestone but concentrating risk in a single binary outcome .
- Clawback and plan governance: Company adopted Nasdaq 10D‑1 clawback; however, 2025 Plan allows option/SAR repricing without shareholder approval, a governance red flag for some investors .
- Say‑on‑Pay signal: 2024 advisory vote narrowly passed—3,255,160 “For” vs 2,665,653 “Against” (≈54% support), suggesting shareholder concerns around pay alignment .
Director Compensation (context; Berman is an employee director)
- Non‑employee directors receive cash retainers ($32.5k–$40k) plus annual option awards valued at $37.5k; initial appointment awards include options and RSUs worth up to $75k; program vests over three years .
Performance & Track Record
- Company results backdrop: CAP vs TSR tables show 2024 TSR at 45.83 with a net loss of $(21.8) million, vs TSR 78.00 and net loss $(23.5) million in 2023 .
- Leadership achievements: Prior roles include transforming ITUS to a cancer therapeutics company and scaling Acacia Research’s IP licensing business to multi‑billion market cap—indicative of pivot/turnaround experience .
- Management turnover: CFO transition in 2025 (Craig Glynn resigned May 19, 2025; Jennifer Bright appointed CFO) is notable for continuity risk .
Equity Ownership & Alignment – Multi-year Snapshot
| As-of date | Total beneficial ownership (shares) | % outstanding |
|---|---|---|
| Oct 21, 2024 (record date) | 1,363,448 (includes 1,353,212 options exercisable within 60 days) | 7.2% |
| Feb 26, 2025 | 1,442,114 | 7.6% |
| 2025 Proxy Record Date | 1,718,225 | 7.9% |
Employment Terms – Change-in-Control Economics (detail)
- Cash severance: 24 months’ base salary if termination without cause/for good reason within 24 months post‑CoC; 12 months otherwise .
- Equity acceleration: If not assumed/replaced in a CoC, equity can vest at CoC (performance awards at target or actual‑to‑date). If assumed, vest on qualifying termination within 2 years .
- Clawback applicability: Cash and equity subject to recovery under company policy and applicable listing standards .
Say‑on‑Pay & Shareholder Feedback
- 2024 SOP results: For 3,255,160; Against 2,665,653; Abstain 145,921; Broker Non‑Votes 5,299,752—management’s compensation received narrow majority support, signaling investor scrutiny of pay-for-performance alignment .
Investment Implications
- Alignment and retention: High personal ownership (≈7–8%) and substantial vested options align incentives but also create potential selling pressure as time‑based options continue to vest; 200k PMA‑linked RSUs add strong binary incentive to deliver FDA approval .
- Pay-for-performance: 2024 bonus was materially reduced vs 2023, and CAP/TSR trends show investor returns fell in 2024; narrow SOP support (~54%) highlights pressure to tighten KPI rigor and calibrate equity awards to milestones and TSR outcomes .
- Governance: Absence of a Chair or Lead Independent Director alongside CEO board membership elevates leadership concentration risk; committee independence and majority‑independent board partially mitigates this .
- Plan features: 2025 equity plan permits option/SAR repricing without shareholder approval—often viewed unfavorably by governance-focused investors; however, presence of a Rule 10D‑1 clawback is a positive .
- Execution risk: Compensation is increasingly tethered to VenoValve PMA approval; delays or adverse outcomes could depress realized pay and heighten retention risk, while approval would unlock RSU value and upside leverage from low‑strike options .