James Caruso
About James Caruso
James Caruso (age 64 as of June 5, 2025) is an independent director of Catheter Precision, Inc. (VTAK) and a veteran medical device finance executive (CPA) with >40 years’ experience, including multiple public-company CFO roles. He joined the VTAK board in January 2023 and serves through the Class III term ending at the 2027 annual meeting. Education: B.S. in Business Administration (Rutgers), MBA (Fordham), Certified Public Accountant. The board has determined Caruso is independent under NYSE American rules despite his prior CFO/consulting roles with the company’s predecessor. He is also the board-designated audit committee financial expert and chairs the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catheter Precision (predecessor “Old Catheter”) | Chief Financial Officer | 2010–2016 | Led finance, SEC compliance, integrations post-acquisitions |
| EP MedSystems, Inc. (NASDAQ:EPMD; acquired by St. Jude Medical in 2008) | Chief Financial Officer | Prior to 2008 | Public company CFO; transaction culminated in sale to St. Jude Medical |
| Hi‑Tronics Designs, Inc. (acquired by Advanced Neuromodulation Systems in 2001) | Chief Financial Officer | Pre‑2001 | CFO through strategic sale |
| Micron Products, Inc. (later acquired by Arrhythmia Research Technology) | Chief Financial Officer | Early career | Public company CFO experience |
| Deloitte (Audit) | Auditor | ~5 years (early career) | SEC/audit fundamentals |
External Roles
- No current public-company board directorships disclosed for Caruso.
Board Governance
- Board structure and independence:
- Board size: 4; independent directors: 3 (including Caruso). No Lead Independent Director due to small board size; CEO also serves as Executive Chairman.
- Executive sessions: Non‑employee directors typically meet in executive session with each quarterly board meeting.
- Committee assignments (2024–2025):
- Audit Committee: James Caruso (Chair), Andrew Arno. Caruso is the audit committee financial expert. 6 meetings held in 2024.
- Compensation Committee: Martin Colombatto (Chair), James Caruso. 3 meetings held in 2024.
- Nominating & Corporate Governance Committee: Andrew Arno (Chair), Martin Colombatto. No formal meetings in 2024; 2 actions by written consent.
- Attendance and engagement:
- 2024: Board held 10 meetings; each director attended at least 75% of board and applicable committee meetings.
Fixed Compensation
| Component | 2024 Policy/Actual | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 (policy set Jan 2024); reduced to $30,000 effective July 1, 2024 | Paid quarterly in arrears |
| Caruso – 2024 cash actually paid | $40,000 | Reflects mid‑year retainer reduction |
| Committee/Chair fees | Not disclosed | No separate committee chair fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Options | Exercise Price | Vesting Schedule | Term | Notes |
|---|---|---|---|---|---|---|---|
| Director annual grant (all non‑employee directors) | Jan 8, 2024 | Non-qualified stock options | 2,500 | $4.00/share | Quarterly over 3 years | 10 years | Applies to Caruso; grant-date FV $9,538 (company valuation basis) |
| Incremental equity (all non‑employee directors) | Jan 29, 2025 | Non-qualified stock options | 100,000 | $0.42/share | 33.33% on grant; 33.33% at 1‑year; 33.34% at 2‑years | 10 years | Board approved Jan 28–29, 2025 |
- Hedging and pledging: Directors are prohibited from hedging or using company securities as collateral for loans.
- Consultant use: No compensation consultant engaged for director pay in 2024; committee considered share availability in the 2023 plan when determining form of pay.
Other Directorships & Interlocks
- None disclosed for Caruso. No interlocks noted with competitors/suppliers/customers.
Expertise & Qualifications
- Financial expertise (CPA), SEC reporting, M&A integration; designated audit committee financial expert.
- Medical device sector experience as multi‑company CFO (public and private).
- Education: Rutgers (BS), Fordham (MBA).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common) | 1,839 shares (<1%) | Includes options exercisable within 60 days; <1% of outstanding |
| Exercisable options (within 60 days of Sep 10, 2025) | 1,830 shares | Counted in beneficial ownership |
| Unvested (non‑exercisable) options | 6,195 shares (excluded from beneficial ownership) | From director equity program |
| Series X Preferred held by Caruso | 7.932 shares (convertible into 41 common, subject to blockers/conditions; excluded) | Not anticipated to be convertible by Nov 9, 2025 |
| Pledging/Hedging | Prohibited by policy | Alignment safeguard |
Board Governance Details (Committee Map)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | James Caruso; Andrew Arno | James Caruso | 6 |
| Compensation | Martin Colombatto; James Caruso | Martin Colombatto | 3 |
| Nominating & Corporate Governance | Andrew Arno; Martin Colombatto | Andrew Arno | 0 (2 actions by written consent) |
Governance Assessment
-
Positives
- Independent director with deep finance expertise; designated audit committee financial expert and Audit Chair, which supports financial reporting rigor.
- Active committee structure with documented meeting cadence; audit and compensation committees met regularly in 2024.
- Ownership alignment guardrails: explicit prohibitions on hedging and pledging.
- Director equity grants with multi‑year vesting tie tenure to long‑term outcomes.
-
Watch items / potential red flags
- Board leadership: No Lead Independent Director while CEO is Executive Chairman; this concentrates power and may impair independent oversight in a small board.
- Attendance disclosure is threshold‑based (≥75%) rather than exact rates; not a red flag per se, but less transparent than peers that disclose 100% attendance targets.
- Year‑over‑year shift to large option grant in 2025 (100,000 options at $0.42) materially increases equity component vs. 2024 (2,500 options at $4.00); investors may scrutinize dilution/structure given company’s financing constraints.
- Independence assessment considered Caruso’s prior CFO/consultant roles at the predecessor; board concluded he is independent, but tenure ties to legacy management warrant ongoing monitoring.
-
Related-party/conflicts
- The proxy’s related‑party section details extensive transactions involving the CEO and affiliates; no Caruso‑specific related‑party transactions are disclosed since Jan 1, 2023.
Overall: Caruso’s audit leadership and accounting depth are strengths for investor confidence. Governance risk centers on board power concentration (Executive Chair/CEO dual role without a lead independent director) and increased option intensity in 2025 director pay, which investors should track against dilution and performance outcomes.