Joel Fruendt
About Joel Fruendt
- President, CEO, and Director of SenesTech (SNES) since November/December 2022; age 64; previously led and operated businesses in pest control products and reflective safety solutions .
- Governance: CEO role is separate from Chair (Chair is Dr. Jamie Bechtel). Fruendt is not independent (by virtue of being CEO) and does not serve on standing committees (Audit, Compensation, Nominating), which mitigates CEO/Chair concentration risk and preserves committee independence .
- Business performance under tenure (FY2023→FY2024): Revenue rose 56% to $1.857M as Evolve launched; net loss narrowed to $(6.184)M; gross margin improved to 54.1% from 45.2% . Total shareholder return (value of initial $100) improved to $20.69 in 2024 from $3.16 in 2023 .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($, millions) | $1.193 | $1.857 |
| Net Loss ($, millions) | $(7.710) | $(6.184) |
| Gross Margin (%) | 45.2% | 54.1% |
| Value of $100 (TSR proxy measure) | $3.16 | $20.69 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Safe Reflections, Inc. | President & CEO | 2020–2022 | Led reflective safety solutions business across occupational/military markets |
| Clarke Environmental Inc. | VP & General Manager (incl. Services) | 2005–2020 | Managed pest control products/services; new product development; high-growth operations |
| Moore Diversified Products | VP – Sales | 2000–2005 | Scaled sales in plastic conduit/custom metal enclosures |
| Waste Management Inc. (NSC Division) | VP & GM | 1992–2000 | Ran thermoplastic liner/geotextile/geosynthetic manufacturing and installation division |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SenesTech, Inc. | Director (Class III) | 2022–present | CEO/Director dual role; not independent |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $340,000 | $344,875 | Employment letter sets base at $340,000 |
| Target Bonus (% of salary) | 60% | 60% | Set in employment letter |
| Actual Annual Bonus ($) | $0 | $75,000 | Cash bonus paid for 2024 |
Performance Compensation
- Philosophy: Cash bonuses tied to objectives set with the Compensation Committee; equity (options) used as key incentive; no explicit TSR linkage disclosed .
- Clawback: Executive Officer Clawback Policy adopted in 2023 (SEC/Nasdaq-compliant) .
| Award Type | Grant Date | Shares/Units | Grant-Date FV ($) | Exercise/Strike | Expiration | Vesting |
|---|---|---|---|---|---|---|
| RSU (inducement) | 12/14/2022 | 18,799 | $50,945 | — | — | Quarterly over 12 months; fully accelerated to Mar 2023 |
| Stock Options (inducement) | 12/14/2022 | 71,500 (pre-split); 595 adj. outstanding at 12/31/24 (397 ex./198 unex.) | — | $319.20 (split-adjusted) | 12/14/2027 | Monthly over 3 years |
| Stock Options | 8/27/2024 | 56,396 total; 6,266 exercisable/50,130 unexercisable at 12/31/24 | — | $2.81 | 8/27/2034 | Monthly over 3 years |
| Option Awards (annual comp table) | FY2024 | — | $152,890 | — | — | Annual option value shown in SCT |
Note: 2022 grant prices/quantities shown in current disclosures are reverse-split adjusted in company tables . The original inducement grants were 18,799 RSUs and 71,500 options at $2.66; 5-year option term .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct/Common Shares | 111 shares |
| Options/Warrants Exercisable or Vesting ≤60 days | 17,632 |
| Total Beneficial Ownership | 17,743 shares; <1% of outstanding |
| Shares Outstanding (record date) | 1,775,930 (as of 4/10/2025) |
| Pledging/Hedging | No formal hedging policy; company discourages hedging/monetization; no pledging disclosures noted |
| Ownership Guidelines | Not disclosed in proxy |
| Overhang/Dilution Context | 2018 Plan share increase of 900,000 requested (approx. 17% of fully diluted shares as of 4/10/2025) |
Vesting cadence implies steady monthly option vesting through 2027 and 2034, which can create periodic exercisable supply but also serves as retention tool .
Employment Terms
| Term | Detail |
|---|---|
| Start Date/Role | CEO since Nov 2022; President since Dec 2022 |
| Base Salary | $340,000 (employment letter); eligible for annual equity |
| Target Bonus | 60% of base salary; objectives set with Board/Comp Committee |
| Sign-on/Inducement | $20,000 cash; RSUs (18,799; $50,945) and options (71,500) granted; RSUs accelerated to fully vest by Mar 2023 |
| Severance (termination without Cause/for Good Reason) | 12 months’ base salary continuation; COBRA reimbursement; full acceleration of option vesting |
| Change-of-Control | 2018 Plan provides no automatic acceleration on CoC; treatment at Board discretion; award agreements may provide different terms . No separate CoC multiple disclosed in CEO letter |
| Clawback/Insider Trading | Executive Officer Clawback Policy adopted; Insider Trading Policy in place; hedging discouraged |
Board Governance
- Board size 6; Fruendt is Class III director up for election in 2025; committees (Audit, Compensation, Nominating) are fully independent; Fruendt is not on these committees .
- Attendance: All directors attended >75% of board/committee meetings in 2024; independent directors meet in executive session .
- Dual-role implications: CEO is a director but not Chair; independent Chair presides over executive sessions; committee independence and separation of roles reduce potential governance concentration concerns .
Compensation Structure Analysis
- Pay mix and trend: 2024 total comp rose to $575,809 (vs. $343,044 in 2023) on a new option grant and $75,000 bonus; equity remains primarily stock options, with RSUs limited to the 2022 inducement grant .
- Pay-for-performance calibration: Company discloses that compensation actually paid is not directly correlated to TSR; options are used as incentives upon achievement of internal milestones (not TSR-linked), and specific annual bonus metrics are not disclosed .
- Risk mitigants: 2023 clawback policy; independent Compensation Committee oversight; no automatic CoC acceleration at plan level; options vest monthly over three years supporting retention .
- Potential red flags/overhang: Severance includes full option acceleration on termination without cause/for good reason (single-trigger on termination event); large requested share reserve increase (2018 Plan +900,000 shares) and significant outstanding warrants could increase dilution and trading overhang if exercised .
Director/Related Party/Other Indicators
- Related party transactions: None requiring disclosure in 2024/2023 .
- Say-on-pay: Advisory vote scheduled for fiscal 2024 compensation at 2025 annual meeting .
- Company liquidity and capital actions context: Reverse splits in prior years and 2024; 2025 proxy seeks additional 2018 Plan shares and approvals for warrant-related issuances—context for equity-heavy pay alignment and potential dilution .
Investment Implications
- Alignment and retention: Fruendt’s compensation emphasizes options with multi-year monthly vesting and a 2034 expiration on the 2024 grant, aligning upside with execution of Evolve commercialization while supporting retention through ongoing vesting .
- Pay-for-performance transparency: Lack of disclosed quantitative bonus metrics and use of discretionary/objectives-based bonuses limit external assessment of pay-for-performance rigor; however, 2024 saw improved revenue, margin, and TSR alongside a moderate cash bonus and fresh option grant .
- Governance quality: Separation of Chair/CEO and independent committees limit dual-role risks; clawback policy and committee oversight are positives, though full option acceleration on termination (without a change-in-control requirement) is shareholder-unfriendly relative to market “double-trigger” norms .
- Trading/dilution watch items: The proposed 2018 Plan share increase (~17% of fully diluted shares), ongoing warrant overhang, and periodic monthly option vesting could contribute to supply; conversely, capital raises and plan capacity are critical given SNES’s growth needs and going-concern sensitivities disclosed at the company level .
Overall, Fruendt’s package is predominantly at-risk via options and tied to long-dated value creation, with company-level execution on Evolve adoption and margin scaling likely to be the primary levers for realized value. The principal governance and investor watchpoints are severance equity acceleration terms and potential dilution from plan and warrant authorizations, balanced against strong committee independence and a clawback framework .
