Bernard Skaggs
About Bernard Skaggs
Bernard Skaggs is Chief Financial Officer of Picard Medical, Inc. (PMI) and SynCardia, appointed in November 2023, with 30+ years in finance and accounting, including roles at Golden Vertex, Asarco, Embraer Aero Seating Technologies, and Deloitte; he holds a BA (University of Arizona), MAcc (University of Phoenix), and MBA (Thunderbird) and is a U.S. Army veteran . Age 62; years in current role: ~2 years as of late 2025 . Performance metrics tied to his compensation are not individually disclosed; equity awards vest time-based under the 2021 Plan and amended Plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PMI/SynCardia | Controller → CFO | Feb 2023–Nov 2023 (Controller); CFO since Nov 2023 | Transitioned to CFO ahead of IPO; responsible for SEC reporting and internal controls . |
| Golden Vertex Corporation | Controller | Jun 2022–Feb 2023 | Finance leadership in mining operations . |
| Asarco LLC | Plant Controller | May 2020–Jun 2022 | Plant-level financial oversight . |
| Experis | Controller Consultant | Dec 2019–May 2020 | Consulting on controller functions . |
| Embraer Aero Seating Technologies | Plant Controller | Dec 2017–Sep 2019 | Manufacturing finance in aerospace seating . |
| Cancer Prevention Pharmaceuticals | Accounting Manager | Apr 2015–Dec 2017 | Accounting leadership in biotech . |
| Deloitte | Various positions | Early career | Audit/finance foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships or committee roles disclosed . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 200,000 | 20% | 45,000 | 0 |
Performance Compensation
| Award Type | Grant Date | Number of Options | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Options (ISO) | Jun 28, 2024 | 102,239 | 0.71 | 25% cliff at 1st anniversary; remainder monthly over 36 months; continuous service required | Feb 18, 2033 |
| Stock Options (ISO) | Jun 28, 2024 | 408,956 | 0.71 | 25% cliff at 1st anniversary; remainder monthly over 36 months; continuous service required | Nov 24, 2033 |
Notes:
- Plan permits performance-based awards and extensive metric types (e.g., EPS, EBITDA, TSR, ROE, revenue targets), but Skaggs’s awards disclosed are time-based options without specified performance weightings .
- Company-wide option grants also occurred in 2025 with overall vesting over 4 years; fair value measured via Black-Scholes; options outstanding had a weighted average exercise price of $0.66 as of Sept 30, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 0 shares; 0.00% of outstanding as of Sept 26, 2025 . |
| Vested Options | 189,566 options exercisable as of Mar 31, 2025 . |
| Unvested Options | 321,629 options unexercisable as of Mar 31, 2025 . |
| Exercise Price | $0.71 per option for 2024 grants . |
| In-the-money status | Company common stock price valued at $8.50 on Sept 30, 2025, making options economically valuable vs. $0.71 strike (plan-level intrinsic value context: total options outstanding had ~$60.0M intrinsic value) . |
| Pledging/Hedging | No pledging or hedging by Skaggs disclosed; plan includes transfer restrictions, legends, market standoff, and right of first refusal . |
| Ownership Guidelines | No executive stock ownership guidelines disclosed for PMI . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No individual severance contract disclosed for Skaggs . |
| Severance | NEOs not eligible for severance in termination scenarios . |
| Change-of-Control (CIC) | NEOs not eligible for CIC cash/benefit; equity treatment governed by Amended Plan allowing administrator discretion (assume/continue, accelerate, cancel for consideration, etc.) . |
| Clawback | Awards subject to clawback consistent with Dodd-Frank/listing standards . |
| Indemnification | Indemnification agreements with directors and executive officers entered in connection with IPO, providing advancement and reimbursement to fullest extent under Delaware law . |
| Lock-up | Company and insiders subject to lock-up/market standoff for 180 days post-IPO (with limited exceptions and release mechanics) . |
| Non-compete / Non-solicit | Not disclosed in filings reviewed . |
Director/Board Governance (Skaggs not a director)
- Skaggs serves as CFO and principal financial officer; certified PMI’s Q3 2025 10-Q under Sarbanes-Oxley Sections 302 and 906 .
- Board composition/committee details and director independence are disclosed, but Skaggs is not a board member .
Vesting Schedules and Insider Selling Pressure
- Options vest 25% at first anniversary of vesting commencement dates (Feb 21, 2024 and Nov 27, 2024 for respective grants) with straight-line monthly vesting thereafter; continued service required .
- 180-day IPO lock-up and plan market standoff restrict near-term sales; potential incremental selling capacity post-lock-up and as vesting tranches become available .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2024 compensation is predominantly salary with no bonus paid; equity granted via stock options in 2024 anchors at-risk pay .
- Shift from options to RSUs/PSUs: Plan authorizes RSUs/PSUs and warrants, but CFO’s disclosed grants are options; the October 10, 2025 shareholder-approved amendment expanded share reserve to 18,000,000 and added warrants as award type .
- Performance metrics/targets: Plan-level metrics span financial, operational, regulatory, and ESG factors; individual weighting/targets for Skaggs are not disclosed .
Say-on-Pay & Shareholder Feedback
- No historical say-on-pay votes disclosed (PMI IPO in 2025; special meeting proxy focused on equity plan amendment) .
Risk Indicators & Red Flags
- No executive beneficial ownership by insiders (0%), with concentrated ownership by Hunniwell (54.8%) may reduce alignment; counterbalanced by sizable in-the-money options creating retention incentives .
- No severance/CIC cash protections reduce entrenchment risk; equity administrator discretion on CIC could lead to accelerated vesting .
- Lock-up constraints and plan market standoff limit short-term liquidity/sales .
- D&O indemnification standard post-IPO .
Investment Implications
- Pay-for-performance alignment: CFO’s compensation relies on equity options with meaningful upside relative to current market price; time-based vesting encourages retention, while absence of guaranteed bonuses or severance reduces fixed-cost burden .
- Selling pressure: Near-term insider selling is constrained by the 180-day lock-up and plan standoff; monitor post-lock-up activity and Form 4 filings thereafter for any selling linked to vesting tranches .
- Ownership alignment: Zero share ownership vs. significant option exposure suggests alignment primarily via option value rather than direct shareholdings; continued vesting milestones will incrementally increase realizable value and retention incentives .
- Governance/controls: SOX certifications and indemnification agreements are in place; lack of severance/CIC payouts lowers potential change-of-control cash costs, though equity acceleration may occur depending on plan administrator decisions .
Sources: DEF 14A (Special Meeting) ; 8-K (IPO & indemnification) ; Q3 2025 10-Q and exhibits ; S-1/A (Executive Compensation and Biography) .