Ayman Mohamed
PrecipioAbout Ayman Mohamed
Dr. Ayman Mohamed, age 41, is Precipio’s co-founder (2011) and Chief Technology Officer (CTO) and serves as the laboratory’s Technical Director, overseeing invention to clinical implementation of technologies; he led development of IV-Cell and HemeScreen product lines . He holds an MD and a Master’s in Human Genetics from the University of Alexandria (Egypt) and previously held technical and research roles at commercial diagnostics companies and academic centers including Yale University . As of December 31, 2024, his annual base salary was $200,000 and he was awarded a $150,000 FY2024 incentive bonus structured to be paid pro‑rata over three years subject to cash and Adjusted EBITDA thresholds, aligning pay with liquidity and profitability outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various diagnostic companies; Yale University (academic center) | Technical and research positions | Pre-2011 (exact years not disclosed) | Built domain expertise underpinning development of IV-Cell and HemeScreen at Precipio |
External Roles
No public company directorships or external board roles for Dr. Mohamed are disclosed in the proxy materials .
Fixed Compensation
Summary Compensation (Ayman Mohamed)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $200,000 | $200,000 |
| Perquisites/All Other Compensation | $25,145 | $26,222 |
| Total Reported Compensation | $284,495 | $403,402 |
Notes:
- “All Other Compensation” represents the employee portion of health insurance premiums paid by the Company for executives and their dependents, richer than coverage offered to regular employees . The Company pays the entire monthly premium for executives and their dependents under its health and welfare plans; no 401(k) match is currently provided .
Performance Compensation
Cash Incentive (FY2024 structure and payout mechanics)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Terms |
|---|---|---|---|---|---|
| Minimum Cash Balance | Not disclosed | Maintain ≥ $1.5 million | Not disclosed | Included in $150,000 FY2024 bonus award | Bonus paid quarterly pro‑rata over 3 years (starting end of Q1’25), contingent on cash threshold and quarterly cumulative Adjusted EBITDA; unpaid portion forfeits by Q4’27 unless terminated without cause, in which case eligible for full payment |
| Cumulative Adjusted EBITDA (quarterly) | Not disclosed | Company-specific thresholds | Not disclosed | Included in $150,000 FY2024 bonus award | Same as above |
Additional details:
- FY2024 bonus award for Mohamed: $150,000; “earned” for 2024 but payable subject to performance/liquidity gates over 3 years beginning Q1’25 .
Equity Awards (new grant in FY2024)
| Grant Date | Award Type | Quantity | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024-06-21 | Stock Options | 6,000 | $4.98 | $27,180 | 25% on first anniversary; remainder monthly over 36 months, subject to continued employment |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2018-02-16 | 916 | — | $6.56 | 2028-02-16 |
| 2019-03-18 | 833 | — | $6.56 | 2029-03-18 |
| 2020-01-16 | 1,500 | — | $6.56 | 2030-01-16 |
| 2020-07-02 | 500 | — | $6.56 | 2030-07-02 |
| 2021-01-04 | 3,240 | 60 | $6.56 | 2031-01-04 |
| 2021-07-08 | 8,561 | 1,439 | $6.56 | 2031-07-08 |
| 2022-01-11 | 2,755 | 995 | $6.56 | 2032-01-11 |
| 2023-01-06 | 2,400 | 2,600 | $12.40 | 2033-01-06 |
| 2024-06-21 | — | 6,000 | $4.98 | 2034-06-21 |
Key vesting and plan terms:
- Standard vesting: 25% after 1 year, then monthly over 36 months; full acceleration upon termination without cause or resignation for good reason per employment agreement .
- One-time option repricing effective 2024-08-31 reduced exercise prices >$6.56 to $6.56 (Nasdaq close 2024-08-30); original exercise price applies if exercised during a one‑year retention period (retention feature) .
Compensation structure observation (y/y):
- Reported grant-date FV of option awards decreased from $59,350 (2023) to $27,180 (2024), while cash bonus increased to $150,000 with performance/liquidity vesting conditions, altering cash/equity mix and payout timing for 2024 .
Equity Ownership & Alignment
Beneficial Ownership (Record Date basis)
| Item | Amount |
|---|---|
| Shares owned directly | 189 |
| Options exercisable or becoming exercisable within 60 days of Record Date | 23,117 |
| Total beneficial ownership (shares + near-term options) | 23,306 |
| Percent of common shares outstanding | 1.5% (based on 1,516,296 shares outstanding at Record Date) |
Policies and alignment features:
- Anti‑hedging: Executives and directors are prohibited from short sales, options, swaps, collars, exchange funds, or other hedging transactions designed to offset declines in the Company’s stock price .
- Clawback: Compensation recovery policy adopted June 21, 2023 pursuant to Nasdaq listing standards; enables recoupment of excess incentive‑based compensation and for material misconduct per Company policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Revised agreement effective 2018-08-07; covers salary, annual bonus eligibility, equity awards eligibility, benefits |
| Restrictive Covenants | Confidentiality; 12‑month non‑compete and non‑solicit |
| Severance (without cause / good reason) | 9 months base salary; 9 months COBRA contribution; accelerated vesting of all unvested equity |
| Change‑of‑Control (within 12 months post‑sale event; double‑trigger) | 12 months base salary (lump sum); 12 months bonus at 100% of plan; 12 months COBRA contribution; accelerated vesting of all unvested equity |
| 280G | Agreement includes a 280G clawback provision |
Investment Implications
- Pay-for-performance with liquidity and profitability gates: The $150,000 FY2024 bonus pays out only if Precipio maintains at least $1.5M cash and meets quarterly cumulative Adjusted EBITDA thresholds over a three‑year period; this ties cash compensation to balance sheet strength and operating performance, aligning incentives with downside protection for shareholders .
- Equity alignment with retention overlay: A new 6,000‑option grant at $4.98 with 4‑year vesting and acceleration on certain terminations tightly links upside to stock appreciation and tenure; however, personal share ownership is minimal (189 shares) with alignment largely via options .
- Governance and incentive risk: The August 2024 one‑time option repricing to $6.56 with a one‑year retention provision likely improved retention and option value but may be viewed as a shareholder‑unfriendly action if not paired with robust performance hurdles; the clawback policy and anti‑hedging policy partially mitigate governance risk .
- Termination and CoC economics: Cash severance is moderate (9 months base) with full equity acceleration; CoC terms (12 months base plus 12 months bonus at 100% of plan and equity acceleration) are material but conventional for a small-cap, potentially reducing retention risk through strategic transitions without excessive multi‑year cash commitments .
- Compensation mix shift in 2024: Lower option grant value vs. 2023 alongside a larger, performance‑contingent, deferred cash award suggests heightened emphasis on near‑term liquidity/EBITDA stewardship versus pure equity upside, relevant for trading around quarterly liquidity/EBITDA gates that affect bonus realization .