Raymond Vennare
About Raymond Vennare
Raymond F. Vennare is Chief Executive Officer and Chairman of Predictive Oncology Inc. (POAI), age 73, serving as CEO since November 1, 2022 and on the board since September 13, 2021; he holds master’s degrees from Duquesne University and Case Western Reserve University and a bachelor’s degree from the University of Pittsburgh . Pay-versus-performance disclosures show compensation actually paid to the CEO was $525,000 in both 2023 and 2024, while POAI generated net losses of $13.98M (2023) and $12.66M (2024) and TSR declined to $4 on a $100 base through 2024, underscoring challenging shareholder outcomes during his tenure period covered by SEC rules . Vennare’s employment agreement provides a $525,000 base salary, eligibility for up to 50% target annual cash bonus, and severance equal to 12 months base salary and pro‑rata bonus upon termination without cause or resignation for good reason; RSUs granted in September 2025 vest in full October 31, 2025 subject to service . As CEO and Chair, he is not listed among independent directors; the board maintains a Lead Independent Director to mitigate dual‑role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cvergenx, Inc. | Chief Executive Officer | 2015–2022 | Led genomic informatics company; resigned to become POAI CEO |
| ThermalTherapeutic Systems, Inc. | Co‑founder, President & CEO | N/D | Medical device company leadership |
| ImmunoSite, Inc. | President & CEO | N/D | Diagnostics business leadership |
| TissueInformatics, Inc. | SVP & Chief Information Officer | N/D | Bioinformatics executive role |
| VSInteractive | Founder, President & Partner | N/D | Information technology venture |
| Fine Art Inventory Network | Founder & President | N/D | Online commerce initiative |
| Guangzhou INDA Biotechnology Co., Ltd. | Vice Chairman | 2018–2020 | International biotech leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cvergenx, Inc. | Chairman of the Board | 2015–present | Genomic informatics; ongoing chair |
| Cvergenx Technologies India Private Ltd. | Board Director | 2019–present | International board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 525,000 | Up to 50% of salary | 0 (no bonuses paid to NEOs) |
| 2024 | 525,000 | Up to 50% of salary | 0 (no bonuses paid to NEOs) |
- Perquisites/benefits: standard employee benefits (health/dental, disability, life, 401(k), FSA/Section 125) for executives .
Performance Compensation
| Award Type | Grant Date | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | September 2025 | Service‑based vesting | N/A | Continued service through vest date | 8,331 RSUs granted to CEO | Vest in full October 31, 2025 |
- Options and SARs: No option or SAR awards to Named Executive Officers in 2023 or 2024; no outstanding equity awards at FY‑end 2024 .
- Equity plan: Upon a Change in Control, plan awards vest and restrictions lapse unless otherwise specified (single‑trigger acceleration per plan) .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| October 24, 2025 | 8,806 | * | Star indicates less than 1% of class; 3,501,430 shares outstanding basis |
- Outstanding equity at FY‑end 2024: none held by NEOs .
- 2024 plan activity: CEO granted 8,331 restricted stock/RSUs since 2024 plan inception .
- Equity program overhang: increased from ~1.5% (Oct 13, 2025) to ~24% if share reserve expanded to 1,066,667 shares, highlighting dilution considerations .
Employment Terms
- Role start dates: Board appointment September 13, 2021; CEO and Chair effective November 1, 2022 .
- Base, bonus, and LTI eligibility: $525,000 base; eligible for up to 50% annual cash bonus; participates in long‑term incentive plans and may receive stock options or other equity awards at committee discretion .
- Severance (without cause/good reason): 12 months base salary plus pro‑rata bonus; standard payout of accrued salary and unused vacation; subject to release .
- Employment status and covenants: At‑will; confidentiality/IP; 12‑month non‑compete/non‑solicit post‑termination .
- Clawback: adopted December 2023; recoupment of incentive compensation tied to financial reporting measures upon restatement under Exchange Act Rule 10D‑1 and Nasdaq 5608 .
Board Governance
- Roles: CEO and Chairman since November 1, 2022; board has no formal policy separating roles; Lead Independent Director (Chuck Nuzum) provides oversight, presides at executive sessions and liaises with independents .
- Independence: Board identified independent directors (St. Clair, Hawryluk, Rao, Nuzum, Handley); Vennare not listed among independents .
- Committees (2024): Audit (Nuzum chair; St. Clair; Rao), Compensation (Nuzum chair; St. Clair; Hawryluk), Nominating & Governance (Handley chair; Nuzum; Rao); all committee members independent per SEC/Nasdaq .
- Board activity: Nine meetings in FY 2024; all directors attended at least 75% of board/committee meetings .
- Director compensation: Program applies to non‑employee directors only; quarterly and annual share/cash awards; 2024 director compensation table excludes Vennare as an employee director .
Performance & Track Record
| Year | CEO Compensation Actually Paid ($) | Average NEO Compensation Actually Paid ($) | TSR Value of $100 Investment | Net Loss ($) |
|---|---|---|---|---|
| 2022 | 121,625 (PEO 1) | 537,650 | 32 | (25,737,634) |
| 2023 | 525,000 (PEO 1) | 414,578 | 17 | (13,983,967) |
| 2024 | 525,000 (PEO 1) | 423,266 | 4 | (12,664,388) |
- Related-party transactions: None requiring disclosure since the beginning of fiscal 2024 per policy and review by the Audit Committee .
Compensation Structure Analysis
- Cash‑heavy pay with no bonus payouts in 2023–2024: CEO compensation was entirely base salary; discretionary bonuses were not paid to NEOs in both years, indicating limited short‑term performance linkage .
- Shift to time‑based RSUs in 2025: RSUs vesting in full on October 31, 2025 suggest near‑term vesting rather than multi‑year performance‑based awards; plan allows single‑trigger CIC vesting for Incentives .
- Dilution risk: Proposed 2024 plan amendment substantially increases share reserve, expanding overhang to ~24% pre warrant issuances, elevating equity dilution risk for shareholders .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 8,806 shares; less than 1% of outstanding as of Oct 24, 2025 |
| Vested vs unvested | No outstanding awards at FY‑end 2024; 8,331 RSUs granted in 2025 vest Oct 31, 2025 |
| Options | No NEO option grants in 2023–2024; company had 43,595 options outstanding under 2012 plan (weighted avg exercise price $82.70), not NEO‑specific |
| Ownership guidelines | Not disclosed |
Director Compensation (for context)
- Non‑employee directors receive quarterly awards of $8,333 (shares valued at $6,000 plus $2,333 cash) and additional annual awards for committee service ($11,112 per committee; $8,000 shares + $3,112 cash) .
- 2024 director compensation totals ranged from ~$55,977 to ~$100,232 for named directors; CEO Vennare is not included, consistent with non‑employee program scope .
Employment Terms Table
| Provision | Terms |
|---|---|
| Base Salary | $525,000 annual |
| Target Bonus | Up to 50% of salary; committee discretion for higher based on performance |
| Severance | 12 months base salary + pro‑rata bonus; accrued salary and unused vacation; subject to release |
| Status | At‑will employment |
| Restrictive Covenants | 12‑month non‑compete and non‑solicit post‑termination; confidentiality/IP |
| LTI Eligibility | Participation in long‑term incentive plans; equity grants at committee discretion |
| Clawback | Adopted Dec 2023; recoupment on restatement for incentive pay tied to financial measures |
| CIC Acceleration (Plan) | Incentives vest and restrictions lapse upon Change in Control, unless award agreement specifies otherwise |
Investment Implications
- Alignment and pay-for-performance: Absence of bonus payouts and lack of disclosed performance metrics in 2023–2024 reduce direct linkage between CEO pay and operating outcomes; the 2025 RSU grant is time‑based and fully vests within weeks, limiting long‑term retention incentives and potentially creating near‑term supply from vesting events .
- Governance risk: Dual role as CEO and Chairman persists; board relies on a Lead Independent Director and independent committees to counterbalance, but investors may continue to view the structure as a governance overhang .
- Dilution and capital structure: Significant increase in equity plan reserve and noted overhang expansion to ~24% pre warrant issuances heightens dilution risk; monitor share issuance and award cadence across management and board .
- Performance track record: Very weak TSR through 2024 and continued net losses signal elevated execution risk; compensation actually paid remained flat, suggesting limited variable pay incentives tied to measurable performance in recent years .
- Trading signals: Watch near‑term Form 4 filings around the October 31, 2025 RSU vest date and any subsequent equity plan amendments, as these may indicate insider liquidity events or increased share supply; monitor any change‑in‑control actions given single‑trigger plan vesting terms .