Javier Rampolla
Sensus HealthcareAbout Javier Rampolla
Chief Financial Officer of Sensus Healthcare (SRTS) since January 2020; previously Director of Accounting & Reporting from 2015. Age 53; B.A. in accounting from the University of Massachusetts. Background includes IPO execution in June 2016 and implementing new GAAP for revenue recognition and leases, plus three years as Assistant Controller for Latin America at Stanley Black & Decker. As CFO and principal financial and accounting officer, he signs SEC certifications and 8-Ks. Pay-versus-performance for SRTS shows TSR of $96/$100 in 2024 (vs $32 in 2023, $103 in 2022) and FY 2024 net income of $6,647k.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sensus Healthcare | Chief Financial Officer | Jan 2020–present | Principal financial and accounting officer; signs 10-Q Section 302/906 certifications and 8-Ks |
| Sensus Healthcare | Director of Accounting & Reporting | 2015–2019 | Led IPO process (June 2016); implemented new GAAP for revenue and leases |
| Stanley Black & Decker | Assistant Controller, Latin America | ~3 years (prior to Sensus) | Regional finance leadership at Fortune 500 manufacturer |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 250,000 | 300,000 |
| Perquisites: Life Insurance ($) | — | — |
| Perquisites: Health Insurance ($) | 31,568 | 33,051 |
| Perquisites: 401(k) Match/HSA ($) | — | 10,000 |
| Perquisites: Car Allowance ($) | 12,994 | 12,994 |
| Total “All Other Compensation” ($) | 44,562 | 56,045 |
Performance Compensation
Annual Cash Bonus
| Year | Metric | Weighting | Target | Actual Paid | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Mix of corporate/individual objectives; remainder discretionary | ~70% objective-based / ~30% discretionary | ≥$100,000 (agreement minimum) | $300,000 | Annual cash; paid for 2024 |
Equity Awards
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| — | — | — | — | No RSU/option awards disclosed for Rampolla in 2023–2024; no unvested awards at FY2024 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 40,003 |
| Shares Outstanding (for % calc) | 16,495,396 |
| Ownership (% of outstanding) | ~0.24% (computed from cited values) |
| Vested vs Unvested | No unvested RSUs/options at FY2024; beneficial shares held 40,003 |
| Options (exercisable/unexercisable) | None disclosed at FY2024 |
| Hedging/Pledging | Anti-hedging policy prohibits hedging transactions; no explicit pledging prohibition disclosed in policy excerpt |
| Ownership Guidelines | No executive stock ownership guidelines disclosed |
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Effective Date/Role | Employment agreement effective June 1, 2023; CFO |
| Initial Base/Adjustments | Initial base $250,000 (may be increased, not decreased) |
| Term/Auto-Renewal | Initial term through Dec 31, 2023; auto-renews in one-year increments; renewed Dec 31, 2024 |
| Target Bonus | At least $100,000 (may be increased, not decreased) |
| Equity Eligibility | Eligible for equity awards under the Incentive Plan, at Compensation Committee discretion |
| Severance (no CIC) | If terminated without cause or resigns for Good Reason: salary earned/unpaid; unreimbursed expenses; separation allowance equal to 1× (base salary + target bonus) paid over 12 months; pro rata bonus; medical/dental/disability/life benefits continuation up to 12 months; immediate vesting of outstanding equity awards |
| Severance (CIC + qualifying termination) | 2× (base salary + target bonus) over 12 months; pro rata bonus; benefits continuation up to 24 months; immediate vesting of outstanding equity awards |
| Change-in-Control Plan Treatment | Company plan provides single-trigger full vesting of options, SARs, phantom stock, and restricted stock upon a change in control |
| Clawback | Nasdaq/SEC-compliant incentive compensation recovery policy effective Oct 2, 2023 (3-year lookback after restatement) |
| Covenants | Confidentiality, indemnification, non-compete, and non-solicitation provisions (terms not quantified) |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $103 | $32 | $96 |
| Net Income ($000s) | 24,244 | 485 | 6,647 |
Additional control environment note: a 2024 IT general controls material weakness reported as of Q2 2024 was remediated by year-end 2024.
Compensation Structure Analysis
- Cash-heavy pay mix in 2024: salary $300k and bonus $300k; no equity grants, reducing long-term equity alignment for the CFO vs peers using RSUs/PSUs.
- Bonus framework is largely objective-based (~70%) but lacks disclosed, specific performance metrics, with ~30% discretionary component, which can weaken pay-for-performance transparency.
- Equity acceleration features: employment agreement accelerates vesting upon qualifying termination (including non-CIC); company plan also accelerates all awards at CIC (single trigger), which can increase change-of-control economics and potential deal-incentives.
Equity Ownership & Alignment (Detail)
| Aspect | Indicator |
|---|---|
| Skin-in-the-game | 40,003 shares; <1% ownership; no unvested equity at FY2024 |
| Hedging/Pledging Risk | Hedging prohibited; pledging not explicitly prohibited in policy excerpt |
| Insider Selling Pressure | No scheduled RSU/option vesting for CFO disclosed for FY2024, suggesting limited forced selling pressure from vesting events |
| Ownership Guidelines Compliance | Not disclosed |
Governance & Other
- Board committees oversee compensation risk; Compensation Committee reviews CEO and officer comp, severance/CoC agreements; no compensation consultants engaged in 2024.
- Rampolla designated as a proxy for the 2025 Annual Meeting, reflecting senior executive governance involvement.
Investment Implications
- Alignment: The absence of equity awards in 2023–2024 and relatively small personal shareholding (~0.24%) limit long-term alignment; anti-hedging is positive but lack of explicit anti-pledging policy is a governance gap.
- Pay-for-performance transparency: Bonus criteria are largely objective-based but metrics are undisclosed and with a sizable discretionary component (~30%), reducing analytical clarity for investors.
- Retention and CoC risk: Robust severance (1×/2× salary+target bonus) plus immediate vesting upon termination and single-trigger CIC acceleration increase change-of-control payout sensitivity and could create deal-incentives; conversely, auto-renewal and benefit continuation mitigate near-term retention risk.
- Execution: Remediation of the 2024 ITGC weakness by year-end is positive for controls under Rampolla’s purview; TSR recovery in 2024 from 2023 trough aligns with improved net income, but investor focus should remain on durable profitability and disclosure of performance metrics in incentive design.