Ferdinand Groenewald
About Ferdinand Groenewald
Ferdinand Groenewald, age 40, is Vice President, Finance at Alaunos Therapeutics (TCRT), appointed in February 2025 after serving as VP Finance on a consulting basis since February 2024. He is a CPA with a B.S. in accounting from the University of South Africa and has held CFO/CAO roles at Nasdaq-listed issuers, bringing deep public-company finance and reporting experience . Company performance context: the value of a hypothetical $100 investment in TCRT fell to $3.66 for 2024, with net loss of $(4.679) thousand; prior years showed $2.78 (2023) with net loss $(35,410) thousand and $5.79 (2022) with net loss $(37,730) thousand, underscoring a challenged equity backdrop during his tenure initiation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Muscle Maker, Inc. | Chief Financial Officer | Sep 2018–Jan 2, 2023 | Led finance at a Nasdaq-listed company; public reporting and capital markets execution |
| Muscle Maker, Inc. | Chief Accounting Officer | Jan 2, 2023–Jul 31, 2023 | Oversaw accounting controls and SEC reporting for a listed issuer |
| Muscle Maker entities | VP Finance, PFO, PAO | Jan 25, 2018–Jul 3, 2018 | Built controllership and FP&A capabilities pre/post listing |
| Muscle Maker, Inc. | Controller | Oct 2017–Jul 3, 2018 | Established accounting processes and policies |
| Wrinkle Gardner & Co. | Sr. Financial Reporting Accountant | Jul–Aug 2018 | Supported technical reporting and filings |
| Pharos Advisors, Inc. | Sr. Financial Accounting Consultant | Feb–Oct 2017 | Advisory across industries on accounting/reporting |
| Financial Consulting Strategies, LLC | Sr. Staff Accountant | Nov 2013–Feb 2017 | Broad accounting and pre-audit support |
| Valley National Bank | Financial Reporting Analyst | Aug–Dec 2015 | Bank reporting analytics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HeartCore Enterprises, Inc. (Nasdaq) | Director | Since Jan 24, 2023 | Board oversight at a public SaaS platform company |
| SYLA Technologies Co., Ltd. (Nasdaq) | Director | Since Dec 1, 2023 | Board role at a public tech firm broadening governance scope |
| Sushi Ginza Onodera, Inc. | Director | Since Jul 1, 2024 | Pre-IPO board experience at a consumer company |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Salary | — | No salary; served as consultant |
| Target Bonus % | — | Not disclosed |
| Actual Bonus Paid | — | Not disclosed |
| Option Awards (ASC 718) | 3,087 | Grant expense recognized in 2024 |
| All Other Compensation | 159,217 | Total consulting payments in 2024 |
| Total Compensation | 162,304 | 2024 Summary Compensation total |
| Consulting Fee (per month) | 15,000 | As per Consulting Agreement |
Performance Compensation
- The company uses stock options as the primary long-term incentive; options vest over four years with 1/16th vesting each quarter (time-based, not tied to financial metrics). No PSUs/RSUs or explicit performance targets/weightings were disclosed for Groenewald .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | Not disclosed (time-based options) | N/A | N/A | N/A | N/A | 1/16th quarterly over 4 years |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options | 1,500 | 1,406 | 2.42 | 8/13/2034 |
Note: Closing price on Dec 31, 2024 was $1.91, implying these options were out-of-the-money as of year-end .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Ferdinand Groenewald | 282 | <1% | Options exercisable within 60 days of May 5, 2025; no direct common shares disclosed |
- Vested vs unvested (as of Dec 31, 2024): 1,500 exercisable vs 1,406 unexercisable options at $2.42, expiring 8/13/2034 .
- Pledging/Hedging: No pledging or hedging disclosed for Groenewald .
- Ownership guidelines: No executive stock ownership guidelines disclosed for officers; plan-level governance features summarized below .
Employment Terms
| Agreement | Effective Date | Term | Compensation | Termination Notice | Other Key Terms |
|---|---|---|---|---|---|
| Consulting Agreement (VP Finance) | Feb 22, 2024 | Indefinite | $15,000/month + expense reimbursement | 30 days (either party) | Assists with strategic alternatives and finance |
| Officer Appointment | Feb 2025 | — | Not disclosed | — | Appointed Vice President, Finance |
- Change-of-control economics (plan-level): If awards are not assumed/continued/substituted in a transaction, unvested awards accelerate in full prior to closing; performance awards accelerate at 100% of target upon a qualifying transaction .
- Clawback: Awards subject to recoupment under exchange listing standards/Dodd-Frank and any company clawback policy; Board may impose additional recovery provisions .
- Repricing protection: No option/SAR repricing or cash exchange of underwater awards without prior shareholder approval .
Pay Versus Performance (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR proxy) | 5.79 | 2.78 | 3.66 |
| Net Income (Loss), $ thousands | (37,730) | (35,410) | (4.679) |
Investment Implications
- Compensation alignment: Groenewald’s 2024 pay was predominantly fixed consulting cash ($159k) with a small option grant, and his equity vests purely time-based—no disclosed performance metrics, limiting direct pay-for-performance alignment at the individual level; however, options only realize value with stock appreciation .
- Selling pressure: Quarterly vesting creates regular release cadence, but as of 12/31/24 his options were out-of-the-money ($2.42 strike vs $1.91 close), reducing near-term exercise/selling pressure; beneficial ownership is de minimis (<1%), indicating limited insider supply risk from his holdings .
- Retention risk: The consulting agreement’s at-will, 30-day termination notice suggests modest contractual retention protection; lack of a disclosed employment agreement or severance terms for Groenewald increases flexibility but also potential turnover risk in a lean organization pursuing strategic alternatives .
- Governance signals: Plan-level clawback and no-repricing features are shareholder-friendly. Change-of-control acceleration on non-assumption is typical, but single-trigger acceleration in that circumstance can be viewed as dilutive in some scenarios; still, with small personal equity, the impact from Groenewald is limited .
- Execution track record: Prior CFO/CAO experience at listed companies and multiple public boards adds capital markets discipline. Given TCRT’s constrained TSR and historical losses, finance leadership stability is important; monitoring any migration from consulting to a formal employment agreement, larger equity grants, or performance-linked incentives will be key signals of alignment and retention strategy .