Sarah Romano
About Sarah Romano
Sarah Romano, age 45, is Chief Financial Officer and Treasurer of Vicarious Surgical (NYSE: RBOT), appointed effective April 1, 2025; she is a licensed CPA with a B.A. in Accounting (College of the Holy Cross) and a Master of Accounting (Boston College) . During her tenure, RBOT remained pre-revenue and focused on burn reduction and capital discipline; Q3 2025 operating expenses were $11.5M with a cash burn of $10.5M, and the company raised $5.9M gross in October via a registered direct offering; cash and investments were $13.4M at quarter-end, and full-year 2025 cash burn guidance is ~$50M . Prior track record includes CFO roles at Entero Therapeutics and Kiora Pharmaceuticals, with successful fundraising (> $50M) and M&A execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entero Therapeutics (Nasdaq: ENTO) | Chief Financial Officer | Mar 2022 – Mar 2025 | Oversaw financial strategy, raised funding, executed product in-licensing partnerships |
| Kiora Pharmaceuticals (Nasdaq: KPRX) | Chief Financial Officer | Feb 2017 – Feb 2022 | Secured >$50M funding; led M&A due diligence and integration |
| Kiora Pharmaceuticals | Corporate Controller | Aug 2016 – Jan 2017 | Financial reporting and controls |
| TechTarget (Nasdaq: TTGT) | Assistant Controller | Jun 2015 – Aug 2016 | Budget reviews, forecasting, SEC reporting |
| Bowdoin Group | Corporate Controller | Sep 2013 – May 2015 | Financial reporting leadership |
| SoundBite Communications | Financial Reporting roles | 2008 – 2013 | Progressively senior finance roles until acquisition by Genesys |
| Cognex Corporation (Nasdaq: CGNX) | Finance roles | 2004 – 2008 | Financial reporting responsibilities |
| PricewaterhouseCoopers | Auditor (career start) | — | Audit foundation and CPA credential |
External Roles
No public company directorships or external board roles disclosed for Romano .
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $435,000 annualized, paid bi-weekly |
| Target Annual Bonus | Up to 40% of base salary; discretionary based on personal objectives and company performance; 2025 bonus prorated from start date |
| Benefits | Eligible for standard employee benefit programs and PTO policy; paid sick time, holidays per company policy |
| Indemnification | Indemnification agreement effective as of appointment date, same form as other executive officers |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Personal objectives and company performance | Up to 40% of base | Discretionary | Not disclosed | Cash (if awarded) | Payable upon bonus payment date (must be active employee) |
| Stock Options (ISO) | Time-based service vesting under 2021 Plan | n/a | 55,000 shares | Grant approved at appointment | Equity | 25% vests on first anniversary (Apr 1, 2026), remainder vests in 36 equal monthly installments thereafter; exercise price = closing price on grant date |
Equity Ownership & Alignment
| Item | As of Date | Detail |
|---|---|---|
| Beneficial Ownership (common shares) | Apr 1, 2025 record | No shares reported; <1% ownership |
| Option Grant (ISO) | Apr 1, 2025 | 55,000 options; 25% cliff at Apr 1, 2026; monthly vest thereafter; exercise price equals closing price at grant |
| Vested vs Unvested | Through Nov 2025 | First vesting occurs Apr 1, 2026; no vest prior to that date under the grant terms |
| Hedging/Pledging | Policy/Plan | Insider trading policy prohibits short sales and hedging (straddles, collars); Plan prohibits pledging/transfer of awards prior to vesting |
| Stock Ownership Guidelines | — | Not disclosed for executives in proxy |
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will employment; exclusivity to devote full professional time to Company |
| Severance (without cause) | 6 months of then-current base salary plus 6 months of COBRA premiums |
| Change-of-Control | No specific change-of-control severance terms disclosed in offer letter |
| Cause Definition | Includes fraud, felony conviction involving fraud/dishonesty, willful misconduct/gross negligence, breach of agreement or restrictive covenants; cure period for certain breaches |
| Restrictive Covenants | Required to execute Invention & Non-Disclosure and Non-Competition/Non-Solicitation Agreements (terms not detailed in 8-K exhibit) |
| Governing Law | Commonwealth of Massachusetts; exclusive jurisdiction in state and federal courts of Massachusetts |
Compensation Structure Analysis
- Equity mix relies on time-based ISO options (no RSUs/PSUs disclosed), with a 12-month cliff and extended monthly vesting thereafter—this structure emphasizes retention through at least April 2026 while limiting near-term selling pressure .
- Annual bonus framework is discretionary and not tied to published quantitative metrics, reducing explicit pay-for-performance transparency at the CFO level; payout requires continued employment through payment date .
- Company-wide clawback policy applies to stock awards under the Plan, enabling recovery/forfeiture if triggered by the policy; specific triggers not disclosed in proxy text .
Risk Indicators & Red Flags
- Going concern risk and financing needs: management disclosed substantial doubt about continuing as a going concern; cash and short-term investments at 12/31/2024 were $49.1M, with expectation of needing additional capital; Q3 2025 cash burn $10.5M and FY25 burn guidance ~ $50M .
- Listing risk history: prior NYSE minimum price deficiency, cured via 1-for-30 reverse split (June 12, 2024); while compliance was regained, delisting risk is cited as a factor .
- Internal controls: material weaknesses identified in 2023 and 2024 across control environment, segregation of duties, and IT controls; remediation ongoing .
- Insider trading constraints: hedging prohibited; pre-clearance and trading blackout procedures in place—reduces risk of misaligned hedging/pledging behavior .
- Capital markets activity: October 2025 registered direct offering raised $5.9M gross, indicating ongoing reliance on external financing under Romano’s finance leadership .
Say-on-Pay & Peer Group
- Compensation peer group, target percentile, and say-on-pay outcomes are not disclosed in the 2025 proxy sections provided; executive compensation discussion focuses on CEO/CTO/President for 2024 NEOs .
Expertise & Qualifications
- CPA (Massachusetts), Big Four audit background, and public company CFO experience with capital markets, M&A, and SEC reporting; advanced degrees in accounting .
Work History & Career Trajectory
- Progressive finance leadership across public and private companies, culminating in multiple CFO roles before joining RBOT; demonstrated value creation via fundraising and strategic transactions .
Employment & Contracts (Retention risk, transition analysis)
- Modest severance relative to market (6 months base + 6 months COBRA) and no disclosed change-of-control enhancements, combined with 12-month option cliff, suggest primary retention lever is equity vesting rather than cash severance multiples .
- Restrictive covenants required, but durations and geographic scope are not detailed in the filed exhibit .
Investment Implications
- Alignment: A pure time-vested ISO grant with a one-year cliff creates meaningful retention through Apr 2026 and keeps near-term selling pressure low; no RSUs/PSUs disclosed reduces guaranteed equity income and keeps upside tied to share price appreciation .
- Retention risk: Severance terms are relatively light and no disclosed change-of-control protection; retention likely relies on vesting schedule and potential future equity awards rather than cash economics .
- Trading signals: With no reported share ownership as of Apr 1, 2025 and options not vesting until Apr 2026, monitor future Form 4 activity starting in 2026; current insider policy reduces risk of hedging/pledging behavior .
- Execution risk and financing needs: CFO tenure coincides with active burn reduction, cash guidance, and capital raising; watch subsequent financing cadence and internal control remediation progress as indicators of execution quality and dilution risk .