Sasha S. Cucuz
NeuroneticsAbout Sasha S. Cucuz
Sasha S. Cucuz (age 47) is an independent director of Neuronetics (STIM) appointed on December 10, 2024 pursuant to investor Madryn Asset Management’s board appointment rights tied to the Greenbrook TMS acquisition. He is CEO of Greybrook Securities Inc., co-chairs Greybrook’s Investment and Project Advisory Committees, and previously led Greybrook Health’s launch of Greenbrook TMS; he also serves as a director of NeuPath Health Inc. and Blu Genes Foundation . The Board has determined all directors other than the CEO (Sullivan) are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greybrook Securities Inc. | Chief Executive Officer | Not disclosed (current) | Leads capital markets and real estate investment strategies; oversees portfolio with >110 development projects and ~$40B estimated completion value . |
| Greybrook (Investment and Project Advisory Committees) | Co-Chair | Not disclosed (current) | Approves new acquisitions and actively manages project partnerships . |
| Greybrook Health | President (former) | Not disclosed (prior) | Led portfolio acquisitions (MacuHealth, Bruder Healthcare, TearLab); launched Greenbrook TMS . |
| Delos Canada / Delos Living, LLC | Launch lead (Delos Canada); investor | 2020 launch | Advanced health and building sciences exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NeuPath Health Inc. | Director | Not disclosed (current) | Chronic pain management provider . |
| Blu Genes Foundation | Director | Not disclosed (current) | Drug safety-related foundation . |
Board Governance
- Committee assignments (as of Dec 31, 2024): Cucuz had no committee roles; Audit (Muir chair; Cascella, Conley, Rosengarten members), Compensation (Conley chair; Cascella, Muir, Rosengarten), Nominating & Governance (Rosengarten chair; Cascella, Conley, Muir) .
- Independence: Board determined all directors other than CEO Sullivan are independent under Nasdaq rules .
- Attendance: Board met 16 times in 2024; Audit (4), Compensation (6), Nominating (4); each director attended at least 75% of applicable meetings .
- Board leadership: Independent Chair (Robert A. Cascella) presided over executive sessions of independent directors .
- 2025 annual meeting results: Cucuz re-elected with 37,671,953 For / 46,008 Withheld; broker non-votes 15,845,714 .
- Shareholder feedback context: 2024 Say-on-Pay passed with 68.45% approval; committee subsequently added performance components to executive equity grants .
Fixed Compensation (Director)
Policy for non-employee directors (not serving due to investor affiliation) in 2024 :
| Component | Amount |
|---|---|
| Annual cash retainer | $55,000 |
| Chair of the Board additional retainer | $60,000 |
| Audit Committee chair/member | $20,000 / $10,000 |
| Compensation Committee chair/member | $15,000 / $7,500 |
| Nominating & Governance chair/member | $10,000 / $5,000 |
| Payment terms | Quarterly, prorated for partial year; option to take cash in vested stock |
2024 actual compensation for Cucuz (prorated after his 12/10/24 appointment):
| Year | Fees Earned (Cash) | RSU Fair Value | Options | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $3,315 | $14,250 | — | — | $17,565 |
Notes:
- As of Dec 31, 2024, Cucuz held 12,500 unvested restricted common shares .
- Hedging and margin accounts are prohibited for directors (no short sales, puts/calls, hedging, margin accounts) .
Performance Compensation (Director)
Annual director equity in 2024 (policy): 25,000 RSUs to each eligible non-employee director (excluding the CEO); Chair received an additional 6,250 RSUs; some directors deferred settlement . RSUs vest in full on the earlier of May 30, 2025 or board-approved separation, subject to continued service .
Cucuz 2024/2025 director equity detail:
- Unvested restricted common stock: 12,500 as of 12/31/2024 (time-based vesting per policy timeline) .
- No director performance metrics disclosed for equity; awards are time-based (not tied to TSR/EBITDA, etc.) .
Other Directorships & Interlocks
| Company/Org | Role | Potential Interlock/Consideration |
|---|---|---|
| NeuPath Health Inc. | Director | External healthcare services role; no direct STIM supplier/customer link disclosed . |
| Blu Genes Foundation | Director | Non-profit; low conflict risk . |
| Greenbrook TMS (historical involvement) | Launched while at Greybrook Health | STIM acquired Greenbrook in Dec 2024; Cucuz was appointed under Madryn’s rights tied to the transaction, a potential perception risk of investor influence/interlock . |
Expertise & Qualifications
- Capital markets and investment leadership; co-chairs investment committees at Greybrook; oversight of >110 development projects with ~$40B estimated completion value .
- Healthcare services exposure through Greenbrook TMS launch and NeuPath board role .
- Board deems his executive and financial services experience a qualification for STIM board service .
Insider Trading Activity (most recent filings)
Note: Type codes per SEC: A=Award/Grant, J=Other. Post-transaction ownership reflects SEC Form 4 reported totals.
Equity Ownership
- Beneficial ownership: 1,994,514 shares (3% of outstanding) as of the 2025 proxy record date (65,814,512 shares outstanding) .
- Unvested restricted stock: 12,500 shares as of Dec 31, 2024 .
- Ownership guidelines: Directors must hold the lesser of 55,000 shares or 3x the annual cash retainer within five years; policy adopted Nov 2024 .
- Hedging/pledging: Hedging, options, and margin accounts are prohibited (alignment safeguard) .
Breakdown example from initial Form 3 (12/10/24):
| Category | Shares | Source |
|---|---|---|
| Direct (account 1) | 1,375,000 | https://www.sec.gov/Archives/edgar/data/1227636/000095017024138545/0000950170-24-138545-index.htm |
| Direct (restricted) | 12,500 | https://www.sec.gov/Archives/edgar/data/1227636/000095017024138545/0000950170-24-138545-index.htm |
| Indirect (account 1) | 516,084 | https://www.sec.gov/Archives/edgar/data/1227636/000095017024138545/0000950170-24-138545-index.htm |
| Indirect (account 2) | 2,042 | https://www.sec.gov/Archives/edgar/data/1227636/000095017024138545/0000950170-24-138545-index.htm |
Related-Party and Conflict Considerations
- Investor-appointed director: The STIM board includes two directors appointed under Madryn’s rights from the Greenbrook TMS transaction (Amin and Cucuz), which can signal investor influence; the Board nonetheless determined all non-CEO directors are independent under Nasdaq rules .
- Greenbrook link: Cucuz previously launched Greenbrook TMS while at Greybrook Health; STIM acquired Greenbrook in Dec 2024, indicating prior affiliation with an acquired entity though no transaction with him was disclosed .
- Related person transactions disclosure: 2025 proxy lists related-person situations involving the CEO’s son and CFO’s daughter; no specific related-party transactions involving Cucuz are disclosed .
- Policy controls: Formal Related Person Transactions Policy with Audit Committee review; Code of Conduct and no-hedging policy in place .
Say-on-Pay & Shareholder Feedback (Context for governance quality)
- 2024 Say-on-Pay: 68.45% approval; company added performance PRSUs for executives thereafter .
- 2025 Annual Meeting: Say-on-Pay passed (36,970,048 For / 708,469 Against / 39,444 Abstain; broker non-votes 15,845,714) .
Governance Assessment
-
Strengths
- Independence affirmed; no committee roles yet, reducing near-term conflicts while onboarding .
- Significant beneficial ownership (3%) supports alignment and likely exceeds director ownership guideline threshold .
- Prohibitions on hedging/margin accounts and a formal related-party policy reduce alignment risks .
- Strong re-election support in 2025 suggests investor acceptance of his appointment .
-
Watch items
- RED FLAG: Investor appointment rights (Madryn) and Cucuz’s historical involvement with Greenbrook (acquired by STIM) create a potential perception of conflicts or information interlocks; continuous monitoring of related-party disclosures and committee assignments is warranted .
- RED FLAG: Concentrated ownership—Madryn and affiliates at 36.8%—can affect governance dynamics and director independence assessments over time .
- Filing timeliness: Proxy notes one-time Form 4 timeliness issues in 2024 by then-current non-employee directors (not naming Cucuz, who joined Dec 2024); continue monitoring Section 16 compliance .
-
Implications for investors
- Investor-appointed independent director with deep capital markets and healthcare services experience; alignment appears strong via share ownership and anti-hedging policy .
- Perception risks tied to investor influence and prior Greenbrook involvement merit ongoing scrutiny of committee placements (e.g., Nominating or Compensation) and any future related-party transactions .