Thomas Chesterman
About Thomas Chesterman
Thomas C. Chesterman is Executive Vice President, Chief Financial Officer, Treasurer and Secretary of SenesTech, Inc. He joined in September 2015 and has served as CFO since December 2015 . He is 64, holds a bachelor’s degree from Harvard University and an MBA from UC Davis, and has 25+ years as a public-company CFO in life sciences, technology, and telecommunications, with expertise in capital markets and building operational and financial infrastructures to support growth . Company-level performance context: cumulative value of an initial fixed $100 investment based on total shareholder return (TSR) declined from $57.59 in 2021 to $15.00 in 2022 and $3.16 in 2023, while net losses were $8.27M (2021), $9.70M (2022), and $7.71M (2023) . As of July 10, 2025, Chesterman remained the senior financial officer (signatory on an 8-K) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Communication Inc. | Vice President and Treasurer | 2013–2015 | Capital markets access; developed operational and financial infrastructures to support rapid growth |
| Bionovo Inc. | Chief Financial Officer | 2007–2012 | Public-company CFO experience in life sciences; capital markets and infrastructure development |
| Aradigm Corp. | Chief Financial Officer | 2002–2007 | Public-company CFO; operational and financial infrastructure scaling |
| Bio-Rad Laboratories, Inc. | Chief Financial Officer | 1996–2002 | Public-company CFO; capital markets and infrastructure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company board roles disclosed in the executive officers section |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $250,000 | $250,000 | $261,458 |
| Target Bonus (%) | Up to 50% of base (revised from earlier target not less than $200,000) | Up to 50% of base | Up to 50% of base |
| Actual Bonus Paid ($) | — | — | $30,000 |
| Insurance Premiums (Other) ($) | $11,431 | $11,431 | $7,195 |
| Total Compensation ($) | $348,623 | $261,431 | $364,178 |
Performance Compensation
| Metric / Award | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Incentive Bonus (Cash) | Discretionary (personal and company goals) | Up to 50% of base salary | $30,000 in 2024; none in 2023 | N/A | Performance metrics not specifically disclosed (company notes use of several measures, not typically financial like TSR) |
| Stock Options (12/14/2022) | N/A | N/A | Grant-date fair value reflected in option awards; outstanding as of year-end | Monthly over 3 years | 192 exercisable; 97 unexercisable; exercise price $319.20; expiration 12/14/2027 |
| Stock Options (8/27/2024) | N/A | N/A | Grant-date fair value reflected in 2024 option awards ($65,525) | Monthly over 3 years | 2,685 exercisable; 21,485 unexercisable; exercise price $2.81; expiration 8/27/2034 |
| Legacy Options (7/31/2020) | N/A | N/A | Vested options | Quarterly over 3 years | 10 exercisable; exercise price $4,320.00; expiration 7/31/2025 |
| Legacy Options (2/17/2022) | N/A | N/A | Outstanding as of year-end | Monthly over 3 years | 23 exercisable; 2 unexercisable; exercise price $1,965.36; expiration 2/17/2027 |
| Legacy Options (12/1/2015) | N/A | N/A | Outstanding as of year-end | Not specified | 2 exercisable; exercise price $24,000.00; expiration 12/1/2025 |
Equity Ownership & Alignment
| Date (Record) | Shares Owned | Options/Warrants Exercisable or Vesting ≤60 Days | Total Beneficial | Ownership % |
|---|---|---|---|---|
| May 24, 2024 | 3 | 1,868 | 1,871 | <1% (per proxy table) |
| April 10, 2025 | — | 7,611 | 7,611 | <1% (per proxy table) |
- Hedging/Pledging: Company discourages hedging and monetization transactions; no formal hedging policy and no pledging policy disclosure; no specific pledging by Chesterman disclosed .
- Stock Ownership Guidelines: Not disclosed in the proxy for executives .
Employment Terms
- Offer letter dated November 20, 2015; base salary $250,000; performance bonus determined annually based on personal and company goals, initially targeted “no less than $200,000,” subsequently revised to target “up to 50% of base salary”; standard benefits; four weeks’ vacation and ten days sick leave per year .
- Benefits: Company pays 75% of medical and dental premiums for full-time employees, including named executive officers .
- Severance/Change in Control: Company states executives have agreements with post-termination compensation provisions but maintains no formal severance policy for executives as a group; specific severance/change-in-control terms for Chesterman not disclosed in the proxy .
- Clawback: Executive Officer Clawback Policy adopted in 2023, compliant with SEC/Nasdaq rules; filed as Exhibit 97.1 to 10-K/A .
- Indemnification: Executives have indemnification agreements and D&O insurance coverage .
- Insider Trading Policy: Adopted; designed to promote compliance; filed as Exhibit 19.1 to Annual Report .
Compensation Structure Analysis
| Year | Cash vs Equity Mix | Notes |
|---|---|---|
| FY2022 | Salary $250,000; Option Awards $87,192; no bonus | Equity component present via options; no cash bonus paid |
| FY2023 | Salary $250,000; no bonus; no stock/option awards | Lower total compensation year; decreased equity usage |
| FY2024 | Salary $261,458; Bonus $30,000; Option Awards $65,525; Other $7,195 | Increased total comp; renewed equity incentives via 2024 option grant; options vest monthly over three years |
- Company emphasizes stock options as integral to executive compensation and uses them as bonuses/incentives when performance measures are achieved, but measures tend not to be financial performance measures like TSR .
Risk Indicators & Red Flags
- TSR and Net Loss Context: TSR declined materially from 2021 to 2023; company reported net losses each year (2021–2023) .
- Section 16 Compliance: Company believes all Section 16 filing requirements were met timely for FY2024 by officers and directors .
- Related Party Transactions: None requiring disclosure for FY2024 and FY2023 .
- Anti-Hedging: Hedging discouraged but no formal prohibition; no pledging policy disclosed .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay Proposal: Presented as non-binding advisory vote; specific historical approval percentages not disclosed in the proxies cited .
Expertise & Qualifications
- Education: BA Harvard; MBA UC Davis .
- Professional Expertise: Capital markets, operational/financial infrastructure for growth; public-company CFO in multiple sectors .
- CFO Tenure: Joined September 2015; CFO since December 2015; active as of July 2025 per 8-K signature .
Work History & Career Trajectory
- Progressive CFO roles across Bio-Rad (1996–2002), Aradigm (2002–2007), Bionovo (2007–2012); VP & Treasurer at General Communication Inc. (2013–2015), then joined SenesTech in 2015 .
Equity Awards Detail (Outstanding at December 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 12/1/2015 | 2 | — | 24,000.00 | 12/01/2025 | Not specified |
| 7/31/2020 | 10 | — | 4,320.00 | 07/31/2025 | Quarterly over three years |
| 2/17/2022 | 23 | 2 | 1,965.36 | 02/17/2027 | Monthly over three years |
| 12/14/2022 | 192 | 97 | 319.20 | 12/14/2027 | Monthly over three years |
| 8/27/2024 | 2,685 | 21,485 | 2.81 | 08/27/2034 | Monthly over three years |
Investment Implications
- Alignment: Beneficial ownership is <1%; holdings are primarily options with monthly vesting, which can create incremental selling pressure as tranches vest, though no pledging is disclosed and hedging is only discouraged rather than prohibited .
- Pay-for-Performance: Cash bonus levels are modest and discretionary; equity is mainly time-vested options rather than performance-vested awards, and the company notes its performance measures tend not to be financial metrics (e.g., TSR), indicating limited direct linkage to shareholder returns .
- Retention/Severance: Specific severance or change-of-control economics for Chesterman are not disclosed, reducing visibility into retention protections and potential termination costs; clawback and indemnification policies are in place .
- Performance Context: TSR deterioration and ongoing net losses through 2023 underscore execution risk; renewed option grants in 2024 increase at-risk equity exposure but with time-based vesting rather than performance conditions .
Overall, Chesterman’s compensation mix leans toward time-based options and a discretionary cash bonus, with minimal disclosed ownership and limited explicit pay-for-performance metrics. Investors should monitor Form 4 activity around monthly vesting cycles and any future disclosure of severance/change-in-control terms to assess retention risk and potential selling pressure .
