Andrew Arno
About Andrew Arno
Andrew Arno has served as an independent director of VTAK since July 3, 2024. He brings 30+ years of investment banking and strategic advisory experience to emerging growth companies and holds a BS from George Washington University; VTAK cites his financial expertise and prior public board service as key credentials . The board determined he is independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unterberg Legacy Capital, LLC | Managing Member | Oct 2023–present | Strategic advisory to growth companies |
| Special Equities Group, LLC (affiliated with Dawson James; previously Bradley Woods & Co.) | Vice Chairman | Jun 2019–Mar 2023 | Capital markets origination for small-cap issuers |
| Chardan Capital Markets, LLC | Vice Chairman | Jul 2015–Jun 2019 | Equity capital markets leadership |
| Emerging Growth Equities | Managing Director | Jun 2013–Jul 2015 | Investment banking coverage for growth issuers |
| Sabr, Inc. | Vice President | Jun 2013–Jul 2015 | Family investment group responsibilities |
| LOMUSA Limited | President | Prior period not dated | Investment banking leadership |
| Unterberg Capital, LLC | Co‑founder; Vice Chairman & Chief Marketing Officer | 2009–2012 | Investment advisory firm co‑founder |
| Merriman Capital LLC / Merriman Holdings, Inc. | Vice Chairman & Head of Equity Capital Markets; Board member of parent | Prior period not dated | Board experience and ECM oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oncocyte Corporation (public) | Director | Current | Public company governance experience |
| Smith Micro Software, Inc. (public) | Director | Current | Public company governance experience |
| XXII Century Group, Inc. (public; tobacco) | Director | Current | Public company governance experience |
| Independa Inc. (private; software) | Director | Current | Private company governance |
| Comhear Inc. (private; audio tech R&D) | Director | Current | Private company governance |
| Asterias Biotherapeutics, Inc. (public) | Director (prior) | Aug 2014–Mar 2019 | Acquired by Lineage Cell Therapeutics |
Board Governance
- Committee assignments: Audit Committee member; chair is James Caruso . Nominating & Corporate Governance Committee chair; committee member with Martin Colombatto . Not on Compensation Committee (members are Colombatto and Caruso; Colombatto chairs) .
- Independence: Board determined Arno is independent; all members of audit, compensation, and nominating committees satisfy NYSE American and SEC independence standards .
- Attendance: In FY2024, the board held 10 meetings; each director attended at least 75% of board and applicable committee meetings .
- Committee activity levels (FY2024): Audit Committee held 6 meetings; Compensation Committee held 3 meetings; Nominating & Corporate Governance held 0 meetings but acted by written consent twice .
- Executive sessions: Policy to regularly have separate meeting times for independent directors without management .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (policy) | $50,000; reduced to $30,000 effective July 1, 2024 | $30,000 policy in place as of Jan 2025 |
| Fees earned by Arno (reported) | $15,000 (joined July 3, 2024) | Not disclosed (policy reaffirmed Jan 2025) |
| Committee chair/member fees | None; 2023 policy pays $50,000 regardless of committee service | None (unchanged directionally from 2023 update) |
| Consultant use | No compensation consultant retained for directors in 2024 | Not specified for 2025 in the proxy |
Performance Compensation
| Grant Date | Instrument | Shares | Strike | Term | Vesting Schedule |
|---|---|---|---|---|---|
| Jan 8, 2024 | Non-qualified stock options (non-employee directors) | 2,500 per director (Arno joined after grant; no award shown for him in 2024 table) | $4.00 | 10 years | Quarterly over 3 years |
| Jan 29, 2025 | Non-qualified stock options (Arno and all non-employee directors) | 100,000 | $0.42 | 10 years | 33.33% at grant; 33.33% at 1st anniversary; 33.34% at 2nd anniversary |
Notes: Arno’s 2024 director compensation table shows $15,000 cash and no option award (consistent with mid-year appointment after the Jan 2024 grant) . The 2025 grant’s immediate vesting component resulted in 33,330 options exercisable within 60 days as of June 5, 2025 .
Other Directorships & Interlocks
| Company | Relationship to VTAK | Potential Interlock/Conflict |
|---|---|---|
| Oncocyte Corporation | Unrelated disclosed; no VTAK transactions noted in cited sections | No related-party exposure involving Arno disclosed in proxy sections reviewed |
| Smith Micro Software, Inc. | Unrelated disclosed; no VTAK transactions noted | No related-party exposure involving Arno disclosed in proxy sections reviewed |
| XXII Century Group, Inc. | Unrelated disclosed; no VTAK transactions noted | No related-party exposure involving Arno disclosed in proxy sections reviewed |
| Independa Inc.; Comhear Inc. | Private boards; no VTAK transactions noted | No related-party exposure involving Arno disclosed in proxy sections reviewed |
| Recommendation source | Arno was recommended to the Nominating & Corporate Governance Committee by CEO/Chair David Jenkins | Governance nuance: nomination sourced by CEO; board still determined independence |
Expertise & Qualifications
- Financial expertise, investment banking leadership, and multiple public board directorships; BS from George Washington University .
- Board qualifies him based on financial expertise and public company board experience .
Equity Ownership
| Metric | Nov 18, 2024 | Jun 5, 2025 | Sep 10, 2025 |
|---|---|---|---|
| Common shares beneficially owned | 0 | 33,330 | 1,754 |
| Notes | — | Includes exercisable options to purchase 33,330 shares; excludes 66,670 unvested options | Includes exercisable options to purchase 1,754 shares; excludes 6,140 unvested options |
| Shares outstanding (reference for % calc in table) | 8,004,633 | 12,593,873 | 1,487,266 |
Governance Assessment
- Board roles and engagement: Arno chairs Nominating & Corporate Governance and serves on Audit; committees met regularly (Audit 6; Comp 3; Nom/Gov actions via written consent) and he met minimum attendance thresholds in 2024 .
- Independence and structure: Board affirmatively determined Arno’s independence and all committee compositions meet NYSE American/SEC requirements; independent director executive sessions are part of board practice .
- Compensation alignment: 2024 cash-only compensation for Arno reflects mid-year appointment; 2025 introduced a sizable option grant with 33.33% immediate vesting, creating near-term equity exposure while leaving 66,670 options unvested to support ongoing alignment .
- Policy signals: Director cash retainer reduction from $50,000 to $30,000 effective July 1, 2024 indicates cash discipline; no compensation consultant engaged for directors in 2024; historical director equity awards (pre‑2022) included change‑in‑control full vesting provisions .
- Conflicts and related‑party exposure: The 2025 proxy’s related‑party disclosures focus on transactions involving David Jenkins and affiliates; no related‑party transactions involving Arno are identified in the cited sections .
RED FLAGS to monitor
- Immediate vesting tranche on 2025 option grant (33.33% at grant) reduces pure retention leverage; monitor future equity award structures and dilution implications .
- CEO/Chair influence in nomination process (Arno recommended by David Jenkins) warrants continued oversight of Nominating & Governance independence in practice .
Director Compensation Mix Observations
- 2024: Cash only ($15,000 reported) for Arno; no mid‑year equity grant .
- 2025: Introduction of large option grant at low strike ($0.42), with staged vesting over two years following immediate vesting tranche .
Committee Effectiveness Indicators
- Audit Committee responsibilities include related‑party review and risk oversight; held six meetings in 2024 and provided quarterly oversight and private sessions with the auditor .
- Nominating & Corporate Governance Committee chartered; acted via written consent twice in 2024; Arno as chair drives board composition and evaluation processes .
Overall: Arno’s background and committee roles support board effectiveness and financial oversight, with independence affirmed; compensation structure shifted toward options in 2025, adding equity alignment but with an immediate‑vesting feature to monitor for retention efficacy .