Jeffry Keyes
About Jeffry Keyes
Jeffry Keyes is Chief Financial Officer and Treasurer at Quantum‑Si (QSI) since May 15, 2023; he is 52, holds a B.A. in accounting from Western Washington University, and is a certified public accountant . Company performance during his tenure shows revenues rose 182.6% year over year to $3.1M in FY2024 with gross margin 52.3%, while net loss widened modestly to $101.0M; the SEC Pay‑Versus‑Performance table shows cumulative TSR value of $34.31 on a $100 initial investment for 2024 (vs. $25.54 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spinal Elements, Inc. | Chief Financial Officer | Apr 2022 – May 2023 | Private equity–backed medtech CFO experience |
| Custopharm, Inc. | Chief Financial Officer | Apr 2018 – Aug 2022 | Led rapid growth and successful acquisition by Hikma Pharmaceuticals |
| Digirad Corporation | Chief Financial Officer & Corporate Secretary | Sep 2012 – Apr 2018 | Public company healthcare services/medical device finance leadership |
| Sapphire Energy, Inc. | Corporate Controller | Aug 2011 – Sep 2012 | Controller at venture‑backed renewable energy startup |
| Advanced BioHealing, Inc. | Corporate Controller | Apr 2011 – Aug 2011 | Controller leading up to sale to Shire plc |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CNS Pharmaceuticals, Inc. | Director | Since Jun 2018 | Public clinical stage biotech board service |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual base salary rate ($) | $465,000 (per Offer Letter) | $465,000 |
| Salary paid ($) | $292,386 (prorated from May 2023) | $465,000 |
| Target bonus (% of base) | 50% | 50% |
| Actual bonus / NEIP ($) | $116,245 NEIP for 2023 | $23,500 discretionary bonus included in NEIP; total NEIP $235,058 |
Performance Compensation
Options and RSUs Granted
| Award Type | Grant Date | Quantity/Value | Exercise Price | Expiration | Vesting Terms | Notes |
|---|---|---|---|---|---|---|
| Time‑based stock options | May 15, 2023 | 1,000,000 | $1.42 | May 15, 2033 | 25% on last day of calendar quarter of 1‑year anniversary of start (June 30, 2024), then 2.083% monthly thereafter | Inducement grant under Nasdaq Rule 5635(c)(4) |
| Performance options (“1X Option”) | May 15, 2023 | 500,000 | $1.42 | Mar 15, 2034 | Originally: vest in full if stock ≥$10 for 20 of 30 days within 1 year; Amended Mar 8, 2024: 250k @ $6 within 3 years of Effective Date; 250k @ $8 within 3 years of Option Amendment Date | Amendment approved Mar 8, 2024 |
| Performance options (“3X Option”) | May 15, 2023 | 500,000 | $1.42 | Mar 15, 2034 | Originally: vest in full if stock ≥$20 for 20 of 30 days within 3 years; Amended Mar 8, 2024: 250k @ $10 and 250k @ $12, each within 3 years of Option Amendment Date | Amendment approved Mar 8, 2024 |
| RSUs | Mar 15, 2024 | $600,000 grant date fair value | N/A | N/A | Company RSU program; outstanding 281,792 units at 12/31/2024 (MV $760,838 at $2.70 price) | 2024 RSU grant disclosed; valuation per ASC 718 |
Performance Metric Table (Options)
| Metric | Weighting | Target | Actual (as disclosed) | Payout | Vesting |
|---|---|---|---|---|---|
| Stock price hurdle (amended “1X”) | N/A | 250k @ $6 within 3 years of Effective Date; 250k @ $8 within 3 years of Amendment Date | Not disclosed | Up to 500k options vest in two 250k tranches | Single‑tranche vest on achievement; continued service required |
| Stock price hurdle (amended “3X”) | N/A | 250k @ $10; 250k @ $12 within 3 years of Amendment Date | Not disclosed | Up to 500k options vest in two 250k tranches | Single‑tranche vest on achievement; continued service required |
Key observation: The March 2024 modification lowered hurdles from $10/$20 to layered hurdles at $6/$8/$10/$12, creating nearer‑term vesting potential and incremental expense recognition for the modified awards (incremental expense noted in 2024 SCT footnotes) .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership | 624,204 Class A shares (<1%) | Includes 165,028 owned; 437,500 options exercisable within 60 days of Mar 3, 2025; 21,676 RSUs vesting within 60 days |
| Options exercisable / unexercisable (12/31/2024) | 375,000 / 625,000 | Time‑based option grant; 25% vested 6/30/2024; ~20,830 options vest monthly thereafter |
| Performance options unearned (12/31/2024) | 4 tranches × 250,000 | Hurdles at $6/$8/$10/$12 post‑amendment; all shown as “unearned” at YE2024 |
| RSUs unvested (12/31/2024) | 281,792 units | Market value $760,838 at $2.70 stock price |
| Pledging / hedging | Policy includes rules on hedging, margin and pledged securities; no pledging disclosed for Keyes | Insider Trading Policy references these restrictions; no pledges listed in ownership table |
Employment Terms
- Start date and role: Offer Letter effective Apr 27, 2023, start May 15, 2023; CFO reporting to CEO .
- Base and bonus: Base $465,000; target annual discretionary bonus 50% of base .
- Inducement equity: 1,000,000 time‑based options; 500,000 “1X” performance options; 500,000 “3X” performance options; 10‑year term; exercise price set at FMV on grant date .
- Executive Severance Plan eligibility: Participant from start date .
Severance and Change‑in‑Control Economics (Executive Severance Plan)
| Scenario | Cash Severance | COBRA Contributions | Equity | 280G Treatment |
|---|---|---|---|---|
| Termination without cause (outside CIC period) | 9 months base salary (salary continuation or lump sum) for executive officers | Company contribution during severance period | No automatic acceleration disclosed outside CIC | N/A |
| Termination without cause or resignation for good reason during CIC period (double trigger) | Lump sum = 1.0× (base salary + target bonus) for executive officers | Company contribution for 12 months (executives) | All outstanding unvested equity fully vests upon termination | Modified 280G cutback (no tax gross‑up) |
| Plan governance | ERISA welfare plan; Board may amend with protections; benefits paid from general assets |
Clawback and Trading Policy
- Clawback: Company Clawback Policy effective Aug 3, 2023 (filed as Exhibit 97 to 2023 Form 10‑K) .
- Insider Trading Policy: Includes rules on hedging, margin accounts, pledged securities, trading windows, and Rule 10b5‑1 plans .
Pensions/Deferred Comp/Perquisites
- No defined benefit plans; no non‑qualified deferred compensation plans; standard employee benefits; no 401(k) match for 2024 or 2023 .
Pay‑Versus‑Performance and Company KPIs
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total revenue ($USD thousands) | $0 | $1,082 | $3,058 |
| Gross profit ($USD thousands) | — | $488 | $1,600 |
| Gross margin (%) | — | 45.1% | 52.3% |
| Net income (loss) ($USD millions) | (132.4) | (96.0) | (101.0) |
| TSR – value of initial fixed $100 investment ($) | 23.25 | 25.54 | 34.31 |
Compensation Committee and Governance Context
- Compensation Committee: Independent directors; met 6 times in FY2024; retained Aon’s Human Capital Solutions as independent compensation consultant .
- Voting dynamics: Controlled company status; Dr. Rothberg controls majority voting power via Class B shares; can approve say‑on‑pay and other proposals .
Vesting Schedules and Potential Selling Pressure
- Time‑based options: After the initial 25% cliff vest on June 30, 2024, ~2.083% of the 1,000,000 grant vests monthly (~20,830 options per month), creating steady quarterly unlocks that may contribute to discretionary 10b5‑1 sales within open trading windows .
- Performance options: Layered hurdles at $6/$8/$10/$12 (20 of 30 trading days), each triggering full vest of a 250,000‑share tranche; proximity to hurdles could create event‑driven unlocks and selling pressure upon vest, subject to plan and window constraints .
Investment Implications
- Alignment and incentives: Mix shifted to include RSUs in 2024 alongside substantial option exposure; the March 2024 option hurdle reductions increase probability of vesting, strengthening retention but diluting the strict pay‑for‑performance linkage compared to original $10/$20 hurdles .
- Retention and protection: Double‑trigger CIC protection with full equity acceleration and 1.0× cash multiple, plus COBRA support, reduces voluntary departure risk; modified 280G cutback mitigates shareholder‑unfriendly tax gross‑ups .
- Trading signals: Watch for sustained price moves near $6/$8/$10/$12 leading to performance option vesting and potential incremental supply; continuous monthly vesting of time‑based options adds baseline unlocks; Insider Trading Policy oversight and potential 10b5‑1 plans will shape actual selling cadence .
- Execution risk: Despite commercialization progress and revenue growth, persistent losses (FY2024 net loss $101.0M) imply ongoing financing needs (ATM proceeds in 2024) and operational scaling risk; CFO stewardship remains central to balancing growth and cash burn .