Craig Jalbert

About Craig Jalbert

Craig R. Jalbert (age 63) was appointed on April 3, 2025 as T2 Biosystems’ Chief Executive Officer, President, Corporate Treasurer and Corporate Secretary, and as a Class I director; he also serves as the company’s principal executive, financial, and accounting officer and is compensated $50,000 per year . He has been a principal at Verdolino & Lowey, P.C. since 1987, focusing on distressed businesses and serving as an officer and director for numerous firms in wind‑down phases . At the time of his appointment, T2 had recently sought a reverse split to address Nasdaq bid‑price/listing deficiencies and the stock now trades OTC, underscoring a distressed context .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• No performance-based metrics, equity awards (RSUs/PSUs/options), or vesting terms were disclosed in the April 7, 2025 8‑K appointing Mr. Jalbert .
• The company’s equity plan includes claw-back applicability to awards generally, but no award was disclosed for Mr. Jalbert at appointment .

Equity Ownership & Alignment

• Beneficial ownership: Mr. Jalbert does not appear in the company’s beneficial ownership tables as of the Nov 5, 2024 and Jan 7, 2025 record dates (appointments occurred after those dates) . No Form 3/4 ownership detail is included in the April 7, 2025 8‑K .
• Hedging/pledging: T2’s insider trading policy prohibits directors and officers (and entities they control) from engaging in hedging or monetization transactions; no specific pledging disclosure regarding Mr. Jalbert was provided .
• Stock ownership guidelines: Not disclosed for Mr. Jalbert in the April 7, 2025 8‑K .

Employment Terms

Board Governance

• Board service and class: Appointed as a Class I director effective April 3, 2025, with service expected until the 2027 annual meeting .
• Committees: Not appointed and not expected to be appointed to any committee .
• Dual‑role implications: Mr. Jalbert serves concurrently as CEO and director, concentrating authority and potentially reducing director independence for oversight of the CEO role .
• Board turnover: Multiple directors and officers resigned in March–April 2025, and the board appointed Mr. Jalbert thereafter, indicating significant governance transition; prior lead independent director Jack Cumming resigned on April 3, 2025 .

Director Compensation (program reference)

• T2’s 2023 non‑employee director cash retainer schedule (for context; Mr. Jalbert is an employee director): Board member retainer $40,000; Lead Independent Director +$40,000; Audit Chair $20,000/Members $10,000; Compensation Chair $15,000/Members $6,000; Nominating Chair $10,000/Members $5,000 .
• Annual non‑employee director RSU grants were part of the program (2,600 RSUs for Chair/Lead, 2,300 RSUs for others), subject to plan limits and vesting; 2023 equity grants were waived due to limited shares . The Restated Plan caps non‑employee director compensation at $700,000 annually ($950,000 in initial year) .

Compensation Structure Analysis

• Cash vs equity mix: Appointment disclosure indicates only a $50,000 annual cash amount and no equity awards or performance metrics, signaling a primarily fixed‑cash, non‑incentive structure at appointment .
• Clawback/hedging risk controls: Company‑wide plan and policy frameworks include claw‑back applicability to awards and anti‑hedging provisions; however, no specific award to Mr. Jalbert was disclosed .
• Pay‑for‑performance linkage: No disclosed performance targets, TSR/EBITDA metrics, or variable pay tied to results for Mr. Jalbert at appointment .

Risk Indicators & Red Flags

• Governance/turnover: Resignations of the CEO, CFO, GC, and multiple directors in March–April 2025, followed by Mr. Jalbert’s appointment, reflect elevated transition risk .
• Restructuring signal: Mr. Jalbert’s long history leading wind‑down phases at distressed companies is consistent with a restructuring mandate .
• Listing/dilution risk: The special proxy sought a reverse split to address Nasdaq deficiencies; the stock now trades OTC, increasing financing and liquidity risk .

Investment Implications

• Alignment: With only $50,000 fixed cash compensation disclosed and no equity or performance incentives, near‑term alignment with long‑term TSR appears limited; claw‑back and anti‑hedging frameworks exist but no awards are in scope for him at appointment .
• Retention risk: Absence of disclosed employment agreement, severance, or change‑of‑control protections suggests a flexible, possibly interim or mandate‑driven engagement; continuity depends on restructuring milestones and board’s evolving composition .
• Trading signals: Mass officer/director departures, appointment of a restructuring specialist, reverse‑split pursuit for listing compliance, and OTC trading together point to heightened restructuring and dilution risk, which can drive event‑driven volatility .

Sources: Appointment and compensation terms; background and board/committee details . OTC listing status per 8‑K header . Reverse‑split rationale and Nasdaq noncompliance context . Director program details and governance policies . Beneficial ownership tables as of 11/5/2024 and 1/7/2025 .