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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
CytoSorbents Corporation
305 College Road East
Princeton, NJ 08540
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of common stock, each having a par value of $0.001 per share (“ Common Stock ”), of CytoSorbents Corporation (“ CytoSorbents ” or the “ Company ”) will be held virtually on Thursday, June 12, 2025 at 10:00 a.m. Eastern Time (the “ Annual Meeting ”).
Virtual Annual Meeting
The Company’s Board of Directors (the “ Board ”) has determined to hold a virtual Annual Meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the virtual Annual Meeting and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CTSO2025 . To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your “Notice of Internet Availability of Proxy Materials” (the “ Notice ”) proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at approximately 9:00 a.m. Eastern Time, and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.
Items of Business
At the Annual Meeting, you will be asked to consider and take action with respect to the following:
| 1. | To elect five directors, who shall each serve for a term of one-year, or until their respective successors are elected, except in the case of the death, resignation or removal of any director; |
| 2. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K; |
| 3. | To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025; and |
| 4. | To conduct such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The foregoing items of business are fully described in the Proxy Statement accompanying this Notice. Only holders of Common Stock of record at the close of business on April 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
The Board recommends that you vote as follows on the matters to be presented at the Annual Meeting:
| 1. | FOR the election of the five nominees to the Board, each for a one-year term, or until their respective successors are elected, except in the case of the death, resignation or removal of any director. |
| 2. | FOR the vote to approve the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, on a non-binding, advisory basis. |
| 3. | FOR the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
Similar to last year, instead of mailing a printed copy of our proxy materials, including our annual report on Form 10-K for the year ended December 31, 2024 (the “ Annual Report ”), to each stockholder of record, we have decided to provide access to these materials in a faster and more efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or around April 23, 2025, we began mailing the Notice to all stockholders of record as of April 17, 2025, and posted our proxy materials on the website referenced in the Notice ( www.proxyvote.com ). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Your choice for ongoing delivery will remain in effect unless you change it.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2025.
OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND VIRTUALLY, PLEASE PROMPTLY VOTE YOUR PROXY BY ACCESSING THE INTERNET SITE AND FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND MARKING, DATING, SIGNING AND RETURNING THE PROXY CARD.
| By Order of the Board of Directors, | ||
| /s/ Phillip P. Chan, MD, PhD | ||
| Phillip P. Chan, MD, PhD | ||
| Chief Executive Officer | ||
| Princeton, New Jersey | ||
| Dated: April 23, 2025 |
Table of Contents
Page
- i -
CytoSorbents Corporation
305 College Road East
Princeton, New Jersey 08540
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
This proxy statement (the “ Proxy Statement ”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “ Board ”) of CytoSorbents Corporation (“ CytoSorbents” or the “Company ”) to be used at the Company’s 2025 annual meeting of stockholders of CytoSorbents, to be held on June 12, 2025, and at any adjournment or postponement thereof (the “ Annual Meeting ”). The Annual meeting will be held via virtual webcast which will begin promptly at 10:00 a.m. Eastern Time. You will be able to attend the virtual Annual Meeting and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CTSO2025 .
Similar to last year, instead of mailing a printed copy of the Notice, Proxy Statement, Proxy Card, and annual report on Form 10-K for the year ended December 31, 2024 (the “ Annual Report ”), together referred to here as the “ Proxy Materials ”, to each stockholder of record, we have decided to provide access to these materials in a faster and more efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 23, 2025, we began mailing the Proxy Materials to all stockholders of record, holding shares of our common stock, par value $0.001 per share (“ Common Stock ”), as of April 17, 2025 (the “ Record Date ”), and posted the Proxy Materials on the website referenced therein ( www.proxyvote.com ). As more fully described in the Notice, all stockholders may choose to access our Proxy Materials on the website referred to therein or may request to receive a printed set of our Proxy Materials. In addition, the Notice and website provide information regarding how you may request to receive the Proxy Materials in printed form by mail or electronically by email on an ongoing basis. Your choice for ongoing delivery will remain in effect unless you change it.
A single Notice or single copy of Proxy Materials may be sent to two or more stockholders sharing the same address. See the disclosures under “Householding of Annual Meeting Materials” below for more information.
Questions and Answers About the Annual Meeting
Why are you holding a virtual meeting?
The Board has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
Why am I being provided with these materials?
We are providing these Proxy Materials to you in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting to be held on June 12, 2025, and at any postponements or adjournments thereof. The materials are being made available via the Internet or, upon your request, have delivered printed versions of these Proxy Materials.
1
What proposals will be voted on at the meeting?
The proposals to be voted on at the meeting are as follows:
| 1. | To elect five directors, who shall each serve for a term of one year, or until their respective successors are elected, except in the case of the death, resignation or removal of any director; |
| 2. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K; |
| 3. | To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025; and |
| 4. | To conduct such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
How does the Board recommend I vote on the proposals presented at the Annual Meeting?
The Board recommends that you vote as follows on the matters to be presented at the Annual Meeting:
| 1. | “ FOR ” the election of the five nominees to the Board, each for a one-year term, or until their respective successors are elected, except in the case of the death, resignation or removal of any director. |
| 2. | “ FOR ” the vote to approve the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, on a non-binding, advisory basis. |
| 3. | “ FOR ” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
What if another matter is properly brought before the Annual Meeting?
We do not expect that any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card (if you received a printed copy of the proxy materials) or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies on the Proxy Card discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least by March 5, 2025 ( i.e. , at least 45 days before the date on which the Company first sent its proxy materials for the prior year’s annual meeting of shareholders) and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board (to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
How do I attend the Annual Meeting?
You can access the Annual Meeting at www.virtualshareholdermeeting.com/CTSO2025 . You must enter the 16-digit control number found on your Notice, proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at approximately 9:00 a.m. Eastern Time, and you should allow ample time for the check-in procedures.
What is a Notice of Internet Availability of Proxy Materials?
In accordance with rules adopted by the Securities and Exchange Commission (the “ SEC ”), instead of mailing a printed copy of our Proxy Materials to each stockholder of record, we are permitted to furnish our Proxy Materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report, which includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, by providing access to such documents over the Internet. Unless requested, stockholders will not receive printed copies of the Proxy Materials.
2
We began mailing a Notice of Internet Availability of Proxy Materials on or around April 23, 2025, to holders of record of shares of our Common Stock at the close of business on the Record Date. At the same time, we provided those stockholders with access to our online Proxy Materials and filed our Proxy Materials with the SEC. The Notice of Internet Availability of Proxy Materials contains information on how to access the Notice of Annual Meeting of Stockholders, the Proxy Statement, the form of proxy card (the “ Proxy Card ”), and the Annual Report, over the Internet, as well as instructions on how to request a paper copy of the Proxy Materials. Registered stockholders who prefer to receive a paper copy of the Proxy Materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.
The Notice of Internet Availability of Proxy Materials only identifies the matters to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to cast your vote. If you wish to request a paper copy of the Proxy Materials for the Annual Meeting, you may (1) visit www.ProxyVote.com, (2) call 1+ (800) 579-1639, or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your 16-digit control number (indicated on the Notice of Internet Availability of Proxy Materials) in the subject line.
Please make the request as instructed above on or before May 29, 2025, to facilitate timely delivery of the physical copy of the Proxy Materials.
A notice that directs beneficial owners of our Common Stock to the website where they can access our Proxy Materials is to be forwarded to each beneficial stockholder by the brokerage firm, bank, dealer or other similar organization that is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank, dealer or other similar organization is to also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper or e-mail copy of our proxy materials.
What if I need technical assistance during the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.
Who may vote at the meeting?
Holders of Common Stock of record at the close of business on April 17, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
What is the quorum requirement for the meeting?
A majority of the shares of capital stock of the Company entitled to vote at the meeting, as of the Record Date, must be present in person or represented by proxy at the Annual Meeting in order for us to hold the meeting and conduct business. This is called a quorum.
If you are present in person, including virtually, or by proxy at the Annual Meeting, but abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote. The proposals listed in this Proxy Statement identify the votes needed to approve or ratify the proposed actions.
How many votes do I have?
You have one vote for each share of our Common Stock that you owned as of the Record Date for each matter presented at the Annual Meeting.
3
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record: Shares Registered in Your Name
If, as of the Record Date, your shares were registered directly in your name with the transfer agent for our Common Stock, Equiniti Trust Company, LLC (“ EQ ”), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the virtual Annual Meeting, we urge you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, as of the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares during the Annual Meeting unless you request and obtain a valid proxy card from your broker or other agent.
How do I give voting instructions if I am a beneficial owner?
If you are a beneficial owner of shares of Common Stock as of the Record Date, that is, you own your shares through a bank or broker, you should receive from your bank or broker a voting instruction form that outlines the methods by which you can vote your shares. A number of banks and brokers have arranged for beneficial owners to vote their shares via the Internet or telephone and will provide voting instructions on the voting instruction form. If your bank or broker uses Broadridge Financial Solutions, you may vote your shares via the Internet at www.proxyvote.com or by phone by calling the telephone number shown on the voting instruction form received from your broker or bank. If you do not give instructions to your bank or broker, it may vote your shares with respect to “routine” matters but will not be permitted to vote your shares with respect to “non-routine” matters. When a bank or broker has not received instructions from the beneficial owners or persons entitled to vote and the bank or broker cannot vote on a particular matter because it is not a routine matter, then there is a “broker non-vote” on such non-routine matter. It is therefore important that you provide instructions to your bank or broker if your shares are beneficially held by a bank or broker so that your votes with respect to election of directors, advisory vote to approve executive compensation, and any other matters treated as non-routine, are counted.
4
What are the votes required to adopt the proposals at the Annual Meeting?
| Proposal | Vote Required | Voting Choices |
Broker Discretionary
Voting Allowed |
|||
| Election of the director nominees named in the Proxy Statement (“ Proposal 1 ”) | The majority of the votes cast by Stockholders present at the Annual Meeting in person or represented by proxy, meaning the number of shares voted “ FOR ” a nominee must exceed 50% of the votes cast for such nominee. | “FOR”, “AGAINST”, or “ABSTAIN” | No | |||
| Non-binding, advisory vote to approve the compensation of the Company’s named executive officers (“ Proposal 2 ”) | The vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such proposal. | “FOR”, “AGAINST”, or “ABSTAIN” | No | |||
| Ratification the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2025 (“ Proposal 3 ”) | The vote of the holders of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such proposal. | “FOR”, “AGAINST”, or “ABSTAIN” | Yes |
Only stockholders as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 62,610,376 1 shares of Common Stock issued and outstanding and no other outstanding classes of voting securities. Each holder of our Common Stock is entitled to one vote per share on each matter presented at the Annual Meeting.
A majority of the votes cast by stockholders is required with respect to the election of directors at the Annual Meeting. As such, this means that for Proposal 1, the number of shares voted FOR a director’s election must exceed fifty percent (50%) of the number of votes cast with respect to that director’s election. Cumulative voting for the election of directors is not permitted.
The affirmative vote of a majority in voting power of the shares present, in person or represented by proxy and entitled to vote on a matter is required to approve Proposal 2, the non-binding, advisory vote on the compensation of the Company’s named executive officers, and Proposal 3, the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. As such, this means that for Proposals 2 and 3, such proposals must receive more FOR votes than AGAINST votes plus ABSTENTIONS in order to be approved.
1 Note to CTSO: To be updated.
5
What are the effects of abstentions and broker-non votes?
A “broker non-vote” occurs when a stockholder holds shares of common stock in “street name” through a broker or similar organization, and the stockholder does not provide the broker or other organization with instructions within the required timeframe before the Annual Meeting as to how to vote the shares on “non-routine” matters. See “ How do I give voting instructions if I am a beneficial owner? ” above for additional information.
Under relevant Nasdaq rules, we believe that Proposal 1, the election of directors, is considered a “non-routine” matter on which brokers cannot exercise discretionary voting unless the broker receives instructions on how to vote from the beneficial owner of the Company’s Common Stock. Abstentions and broker non-votes shall not be deemed votes cast either “for” or “against” a director’s election and, as such, for this proposal, broker non-votes and abstentions will have “NO EFFECT” on the outcome of the vote for the election of directors.
Under relevant Nasdaq rules, we believe that Proposal 2, the non-binding, advisory vote on the compensation of the Company’s named executive officers, is considered a “non-routine” matter on which brokers cannot exercise discretionary voting unless the broker receives instructions on how to vote from the beneficial owner of the Company’s Common Stock. For this proposal, broker non-votes will have “NO EFFECT” on the outcome of the vote for this proposal. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Under relevant Nasdaq rules, we believe that Proposal 3, the ratification of the appointment of our independent auditors named in this Proxy Statement, is considered a “routine” matter on which brokers are permitted to vote in their discretion even if the beneficial owner of the Company’s Common Stock does not provide voting instructions with respect to such proposal. Accordingly, we do not expect there to be any broker non-votes for this proposal, and as such, broker non-votes will have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote “AGAINST” this proposal.
How may I vote my shares personally at the meeting?
If your shares are registered directly in your name with our transfer agent, EQ, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote during the meeting at www.virtualshareholdermeeting.com/CTSO2025 using your unique 16-digit control number that was included in your Notice, proxy card or voting instruction form. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting via the Internet. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the meeting unless you obtain a “legal proxy” from your broker, nominee, or trustee that holds your shares, giving you the right to vote the shares at the meeting.
How can I vote my shares without attending the Annual Meeting?
Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the Annual Meeting. If your shares are held by a broker, trustee or other nominee, they should send your instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy in any one of the following ways:
| ● | Via the Internet by accessing the Proxy Materials on the secure website www.proxyvote.com and following the voting instructions on that website; | |
| ● | Via telephone by calling toll free 1-800-690-6903 and following the recorded instructions; or | |
| ● | Via mail, by marking, signing and dating the enclosed proxy card and returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a 16-digit control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. Eastern Time on June 11, 2025. Of course, you can always attend the Annual Meeting virtually and vote your shares. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board.
6
How can I change my vote?
You can revoke your proxy or voting instructions at any time before it is exercised at the Annual Meeting by:
| ● | delivering to any of the persons named as proxies on the proxy card, or addressed to and received by the Secretary, an instrument revoking the proxy; | |
| ● | voting via the Internet or telephone during the Annual Meeting; | |
| ● | executing and delivering a later dated proxy; or | |
| ● | voting virtually at the Annual Meeting. |
Attendance at the Annual Meeting will not, by itself, revoke a proxy. If you are a beneficial owner and hold your shares in street name, you will need to contact your bank, broker, or other nominee to determine how to revoke your voting instructions.
Who will count the vote?
Broadridge Financial Solutions, Inc. (“ Broadridge ”) has been engaged as our independent agent to tabulate stockholder votes as the Inspector of Election (the “ Inspector ”). If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, if instructed properly then your broker will return a proxy card to Broadridge on your behalf.
Where can I find the voting results of the meeting?
We expect to announce the preliminary voting results at the Annual Meeting. We will publish the finalized results in a Current Report on Form 8-K filed with the SEC within four (4) business days of the Annual Meeting.
Who will pay for the solicitation of proxies?
The costs and expenses of the Board’s soliciting of proxies, including the mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card, and the Annual Report), as well as the cost of forwarding such material to the beneficial owners of stock, except for some costs associated with individual stockholders’ use of the Internet or telephone, and postage, and any additional information furnished to stockholders will be borne by the Company. Solicitation of proxies may be in person, by telephone, facsimile, electronic mail, or personal solicitation by our directors, officers, or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers, and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.
Who is soliciting this proxy?
Solicitation of proxies is made on behalf of the Board. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees, and certain executive officers and other employees of the Company.
7
Voting Rights
Stockholders of record may vote their shares via the Internet, telephone or mail by following the instructions included in the Proxy Materials. If you vote by Internet, you may access the voting platform by going to www.proxyvote.com . Once you access that website, in order to vote your shares, you will be required to provide the login control number contained on your proxy card. After providing this information, you will be prompted to complete an electronic proxy card. Your votes will be indicated on your computer screen and you will be prompted to submit or revise your electronic proxy card as desired.
In addition, the law of the State of Delaware, under which CytoSorbents is incorporated, permits electronic voting, provided that each proxy submitted by a stockholder via the Internet or telephone contains or is submitted with information from which it can be determined that such proxy was authorized by the stockholder. Submitting a proxy via the Internet or telephone will not affect your right to vote should you decide to attend the virtual Annual Meeting. If you vote your shares via the Internet or telephone, you are responsible for any Internet access or telephone charges that you may incur.
If you are a beneficial owner of shares of Common Stock as of the Record Date, that is, you own your shares through a bank or broker, you should receive from your bank or broker a voting instruction form that outlines the methods by which you can vote your shares. A number of banks and brokers have arranged for beneficial owners to vote their shares via the Internet or telephone and will provide voting instructions on the voting instruction form. If your bank or broker uses Broadridge Financial Solutions, you may vote your shares via the Internet at www.proxyvote.com or by phone by calling the telephone number shown on the voting instruction form received from your broker or bank. If you do not give instructions to your bank or broker, it may vote your shares with respect to “routine” matters but will not be permitted to vote your shares with respect to “non-routine” matters. See “ How do I give voting instructions if I am a beneficial owner? ” above for additional information. We strongly encourage you to submit your voting instructions and exercise your right to vote as a stockholder.
If you request a printed copy of the Proxy Materials by mail, mark, date, sign, and return the enclosed proxy card to Broadridge Representatives of Broadridge Financial Solutions, Inc., and our inspectors of election will tabulate and certify the votes. A postage prepaid envelope addressed to Broadridge Financial Solutions, Inc. will be provided with requested printed Proxy Materials.
8
Proposals to Be Voted Upon by Stockholders
The following describes each of the three proposals to be voted upon by stockholders at our Annual Meeting:
Proposal No. 1 – Election of Directors
Our Amended and Restated Bylaws of the Company (the “ Bylaws ”) provide that our Board shall consist of not less than three members. Each director serves for a one-year term, or until their respective successors are elected, except in the case of the death, resignation or removal of any director, with each director being elected at each annual meeting of stockholders. Five directors are currently serving on the Board. The directorships expiring at the Annual Meeting are currently filled by Phillip P. Chan, Edward R. Jones, Michael G. Bator, Alan D. Sobel and Jiny Kim. Following the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated each of Phillip P. Chan, Edward R. Jones, Michael G. Bator, Alan D. Sobel and Jiny Kim for election at the Annual Meeting. If each of the directors is reelected, the total number of directors comprising our Board will remain at five directors effective immediately following the Annual Meeting. If elected, each director’s term will expire in 2026. Our Board is authorized to increase or decrease the total number of directors within the limitations prescribed by our Bylaws.
The nominees for election at this Annual Meeting have informed us that they are willing to serve for the term to which they are nominated, if elected. If any nominee should become unavailable for election or is unable to serve as a director, the shares represented by proxies voted in favor of that nominee will be voted for any substitute nominee that may be named by the Board.
Set forth in the table and paragraphs below is certain information about the nominees for election as directors, including each nominee’s age and length of service as a director of the Company, principal occupation and business experience for at least the past five years and the names of other publicly held companies on whose boards the director serves or has served in the past five years. There are no family relationships among any of our directors, nominees for director and executive officers, and there are no arrangements or understandings between a director and any other person pursuant to which such person was selected as a director or nominee.
| Name | Age | Director Since | Position(s) with CytoSorbents | |||
| Phillip P. Chan, MD, PhD | 54 | 2008 | Director and Chief Executive Officer | |||
| Michael G. Bator | 61 | 2015 | Director and Chairman of the Board | |||
| Edward R. Jones, MD, MBA | 76 | 2007 | Director | |||
| Alan D. Sobel, CPA | 64 | 2014 | Director | |||
| Jiny Kim, MBA | 48 | 2022 | Director |
Director Experience, Qualifications, Attributes and Skills
We believe that the backgrounds and qualifications of our directors and director nominees, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Our Nominating and Corporate Governance Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees. However, our Nominating and Corporate Governance Committee values diversity on our Board and considers the diversity of the professional experience, education and skills, as well as diversity of origin, in identifying director nominees. Our Board is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, as well as experience serving on other companies’ boards, which provides an understanding of different business processes, challenges and strategies facing boards and other companies. Collectively, our directors have experience as chief executive officers, presidents, or general partners of medical-device companies, physician or other professional organizations, and investment companies which brings unique perspectives to the Board. Furthermore, our directors also have other experience that makes them valuable members, such as prior experience with financing transactions or mergers and acquisitions that provides insight into issues faced by companies.
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The following biographies highlights the specific experience, qualification, attributes, and skills of our individual Board members that have led our Nominating and Corporate Governance Committee to conclude that these individuals should serve on our Board:
Phillip P. Chan, MD, PhD has served as a director of CytoSorbents since July 2008, and has served as our Chief Executive Officer since January 2009. Dr. Chan served as our President from January 2009 to April 2020. Prior to joining CytoSorbents, Dr. Chan led healthcare and life science investments for the NJTC Venture Fund from 2003 to 2008, most recently as a Partner. Dr. Chan is a co-founder and Vice Chairman of the Board of Directors of Medality Medical, Inc., fka Andrew Technologies, a medical device company that has received U.S. Food and Drug Administration (FDA) 510(k) clearance of its HydraSolve® lipoplasty system and is now in human clinical studies using the system to remove visceral mesenteric fat as a potential surgical treatment of Type 2 diabetes. He is an Internal Medicine physician with a strong background in clinical medicine and research. Dr. Chan received his MD and PhD from the Yale University School of Medicine, completed his Internal Medicine residency at the Beth Israel Deaconess Medical Center at Harvard Medical School and received his Board certification. He also holds a BS in cell and molecular biology from Cornell University.
Dr. Chan is qualified to serve on our Board based on his extensive experience as an executive in the medical device industry and his position as our Chief Executive Officer and former President of the Company. As a member of the executive team, Dr. Chan serves a vital function in the link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business.
Michael G. Bator, MBA has served as a director of CytoSorbents since July 2015, and as Chairman of the Board since June 2023. Mr. Bator is a founder and partner of Quartz Advisory Group, LLC, a capital markets investment bank. From April 2015 to December 2016, Mr. Bator was the Chief Financial Officer of Trek Therapeutics, a development stage pharmaceutical company. From January 2001 until February 2015, Mr. Bator held several positions with Jennison Associates, a United States mutual and pension fund management company, where he was most recently Managing Director, Healthcare Research. Prior to that time, he worked in management consulting with Cambridge Pharma Consultancy, Lexington Strategy, and The Boston Consulting Group. Since March 2015, Mr. Bator has served on the board of directors of 3DBio Corporation, a private company focused on bioprinted cartilage implants used in reconstructive and orthopedic surgery. Since 2018, Mr. Bator has served as a Director and Founder of Florence-Health, an online nursing portal. Mr. Bator received his MBA in Finance from Wharton Business School at the University of Pennsylvania, and his BA from Princeton University.
Mr. Bator is qualified to serve on our Board based on his extensive experience serving in various executive level roles in the pharmaceuticals industry.
Edward R. Jones, MD, MBA has served as a director of the Company since April 2007. Dr. Jones retired from the clinic practice of nephrology in January 2020. Dr. Jones has been an attending physician at Albert Einstein Medical Center and Chestnut Hill Hospital as well as Clinical Professor of Medicine at Temple University Hospital since 1985. Dr. Jones has published or contributed to the publishing of 30 chapters, articles, and abstracts on the subject of treating kidney-related illnesses. He has been a member of the Renal Physicians Association, the Philadelphia County Medical Society for 17 years, and is a former board member of the National Kidney Foundation of the Delaware Valley. From March 2009 to March 2011, Dr. Jones served as President of, and Counselor at, the Renal Physicians Association. Dr. Jones is the former Chairman of Kidney Care Partners, and he served as former President of Delaware Valley Nephrology and Hypertension Associates. He retired from that practice on June 30, 2018. Dr. Jones graduated from the Medical University of South Carolina and completed his Internal Medicine residency at Temple University Hospital (TUH). He later served as Chief Medical Resident at Temple University Hospital. He was a fellow in the Renal and Electrolyte Section of the University of Pennsylvania after which he joined the faculty of Temple where he ran the renal physiology laboratory while teaching and providing patient care. Dr. Jones received his MBA in healthcare management from St. Joseph’s University in Philadelphia.
Dr. Jones is qualified to serve on our Board based on his medical credentials and various contributions to the medical field, as well as his experience in the medical device and pharmaceutical industries.
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Alan D. Sobel, CPA has served as a director of CytoSorbents since November 2014. Mr. Sobel is a Principal in the New Jersey Offices of CLA (CliftonLarsonAllen, LLP), serving in various positions since February 2023. Previously, since 1996, Mr. Sobel has served as the Managing Member of Sobel Co., LLC, a full-service accounting, auditing, taxation, and business consulting firm. He has provided corporate advisory and consulting services, including mergers and acquisitions, for clients in the real estate, manufacturing, pharmaceutical, and distribution businesses, among others. Mr. Sobel is a Certified Public Accountant and has served in various leadership roles including President of the New Jersey Society of Certified Public Accountants and Chairman of the Audit Committee of the New Jersey Society of Certified Public Accountants. Mr. Sobel received his BS in accounting from Bentley College and his MS in taxation from Fairleigh Dickenson University.
Mr. Sobel is qualified to serve on our Board based on his extensive financial and accounting experience as well as his experience consulting and advising in the medical device and pharmaceutical industry.
Jiny Kim, MBA has served as a director of CytoSorbents since April 2022. Ms. Kim has served as Senior Vice President at Solta Medical at Bausch Health since September 2023. Previously, Ms. Kim served as the Vice President at Zimmer Biomet, where she served as the general manager of the Smart Implants portfolio and was responsible for leading the end-to-end program and product management for Zimmer Biomet’s Smart Implants technology in the orthopedic field from June 2021 to August 2023. Prior to this, Ms. Kim served as Vice President, Global Strategic Marketing and Chief of Staff for the General Manager, Neuromodulation and Depression at LivaNova from February 2020 to May 2021. Prior to this, Ms. Kim served in increasing roles of responsibility at Ethicon, Johnson Johnson Medical Devices in U.S. Sales and Marketing, Business Development (Licensing and Acquisition), and Strategic Global Marketing from 2011 to 2020. Ms. Kim received her MBA at the MIT Sloan School of Management, and she received a dual degree from the University of Pennsylvania with a B.S. in Economics from The Wharton School and a B.A. in Political Science from The College of Arts and Sciences.
Ms. Kim is qualified to serve on our Board based on her extensive experience serving in executive level roles in the medical device industry.
Vote Required
Each nominee for director will be elected to the Board by a majority of the votes cast by stockholders entitled to vote in the election of directors. This means that the votes cast “ FOR ” such nominee’s election must exceed fifty percent (50%) of the number of votes cast with respect to that director’s election. Cumulative voting for the election of directors is not permitted.
Recommendation
The Board unanimously recommends that stockholders vote “ FOR ” the election of the five nominees to the Board each for a one-year term, or until their respective successors are elected, except in the case of the death, resignation or removal of any director.
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Proposal No. 2 – Non-Binding, Advisory Vote on Executive Compensation
As required under Section 14A of the Exchange Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Board is submitting a “Say-on-Pay” proposal for stockholder consideration. While the vote on executive compensation is non-binding and solely advisory in nature, the Board and the Compensation Committee value the opinion of our stockholders and will review and consider the outcome of the voting results. We currently intend to hold future advisory votes on executive compensation once every year, and the next “Say-on-Pay” vote is expected to occur at the annual meeting of our stockholders in 2026.
Our executive officers are compensated based upon performance, and in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and our Company’s and our stockholders’ interests. We believe our compensation program is strongly aligned with the long-term interests of our Company and our stockholders. Compensation of our executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead our Company successfully in a competitive environment.
The compensation of our named executive officers is described more fully in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.
We are asking stockholders to vote on the following resolution:
“ RESOLVED , that the stockholders of CytoSorbents Corporation approve, on a non-binding, advisory basis, the compensation paid to its named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders.”
As indicated above, the stockholder vote on this resolution will not be binding on our Company, the Board or the Compensation Committee and will not be construed as overruling or determining any decision by us, by the Board or by the Compensation Committee. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board or the Compensation Committee, or to create or imply any additional fiduciary duties for our Company or the Board or the Compensation Committee.
Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our named executive officers that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, our Board, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this Proxy Statement, we consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.
Vote Required
The affirmative vote of a majority in voting power of the shares present, in person or represented by proxy and entitled to vote on the matter is required to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K.
Recommendation
The Board unanimously recommends stockholders vote, on a non-binding, advisory basis, “ FOR ” the approval of the compensation of our named executive officers, disclosed pursuant to Item 402 of Regulation S-K.
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Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has appointed WithumSmith+Brown, PC as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025, and has recommended to the Board that such appointment be submitted to our stockholders for ratification. WithumSmith+Brown, PC has served as our independent registered public accounting firm since 2005. Representatives from WithumSmith+Brown, PC are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and to respond to appropriate questions from those attending the meeting.
Although stockholder ratification of the appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of WithumSmith+Brown, PC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, then our Audit Committee will reconsider whether or not to retain that firm.
Vote Required
The affirmative vote of a majority in voting power of the shares present, in person or represented by proxy and entitled to vote on the matter is required to approve the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Recommendation
The Board unanimously recommends that stockholders vote “ FOR ” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
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Stock Ownership of Principal Stockholders
Based on information publicly filed or otherwise provided to us, the stockholders named in the following table are each beneficial owners of 5% or more of our Common Stock. Unless otherwise indicated, the information is as of April 17, 2025. For purposes of this table, and as used elsewhere in this Proxy Statement, the term “beneficial owner” means any person who, directly or indirectly, has or shares the power to vote, or to direct the voting of, shares of our Common Stock, the power to dispose, or to direct the disposition of, a security or has the right to acquire shares within sixty (60) days. Except as otherwise indicated, we believe that the owners listed below exercise sole voting and dispositive power over their shares.
| Name and Address of Beneficial Owner |
Number of
Shares
Beneficially Owned |
Percentage
Beneficially Owned |
||||||
|
ROKK LLC
P.O. Box 894
|
4,016,323 | (1) | 6.4 | % | ||||
|
Aventir Corporation 277 South Washington Street, Suite 350 Alexandria, VA 22314 |
3,093,946 | (2) | 4.9 | % | ||||
|
Thomas A. Satterfield, Jr.
15 Colley Cove Drive
|
3,998,867 | (3) | 6.4 | % | ||||
|
The Vanguard Group
100 Vanguard Boulevard
|
3,899,102 | (4) | 6.2 | % | ||||
| (1) | Includes 3,450,055 shares held by ROKK LLC, formerly the Robert F. Shipley Family Trust and 566,268 shares held by Mary Shipley Ley, over all of which Mary Shipley Ley holds voting power. |
| (2) | This information is based in part on a Schedule 13G/A filed by Aventir Corporation with the SEC on February 14, 2025. |
| (3) | This information is based in part on a Schedule 13G filed by Thomas A. Satterfield Jr. with the SEC on January 17, 2025. |
| (4) | This information is based in part on a Schedule 13G filed by the Vanguard Group with the SEC on January 31, 2025. |
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Stock Ownership of Directors, Nominees for Director and Executive Officers
The following table and notes thereto set forth information with respect to the beneficial ownership of shares of our Common Stock as of April 17, 2025 (except as otherwise indicated below) by each of our directors and director nominees, each named executive officer and by our directors and executive officers as a group, based upon information furnished to us by such persons. In accordance with SEC rules, each listed person’s beneficial ownership includes (i) all shares the stockholder actually owns beneficially or of record, (ii) all shares over which the stockholder has or shares voting or investment power, and (iii) all shares the stockholder has the right to acquire within 60 days. Unless otherwise indicated, all shares are or will be owned directly, and the indicated person has or will have sole voting and/or investment power. Unless otherwise indicated, the address of each person listed in the table is 305 College Road East Princeton, New Jersey 08540.
| Name of Beneficial Owner (1) |
Number of
Shares |
Percentage of
Common Stock (1) |
||||||
| Michael G. Bator, MBA | 307,434 | (2) | * | |||||
| Vincent J. Capponi, MS | 1,708,747 | (3) | 1.7 | % | ||||
| Phillip P. Chan, MD, PhD | 1,936,569 | (4) | 3.1 | % | ||||
| Efthymios Deliargyris, MD | 547,705 | (5) | * | |||||
| Edward R. Jones, MD, MBA | 170,590 | (6) | * | |||||
| Jiny Kim, MBA | 89,375 | (7) | * | |||||
| Peter J. Mariani | 190,238 | (8) | * | |||||
| Alan D. Sobel, CPA | 256,726 | (9) | * | |||||
| All current directors, director nominees and executive officers as a group (8 persons) | 4,577,384 | 7.3 | % | |||||
| * | Less than 1% |
| (1) | Applicable percentage of ownership is based on 62,610,376 shares of our Common Stock outstanding as of April 17, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and means voting or investment power with respect to securities. Shares of our Common Stock issuable upon the exercise of stock options and warrants exercisable currently or within sixty (60) days of April 17, 2025, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. |
| (2) | Includes 81,973 shares of Common Stock, 29,036 Series B right warrants to purchase shares of Common Stock, and 196,425 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (3) | Includes 386,886 shares of Common Stock, 18,578 Series B right warrants to purchase shares of Common Stock, and 673,283 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (4) | Includes 968,474 shares of Common Stock, 117,147 Series B right warrants to purchase shares of Common Stock, and 850,948 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (5) | Includes 170,240 shares of Common Stock, 24,127 Series B right warrants to purchase shares of Common Stock, and 353,338 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (6) | Includes 19,534 shares of Common Stock, 2,631 Series B right warrants to purchase shares of Common Stock, and 148,425 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
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| (7) | Includes 8,519 shares of Common Stock, 2,631 Series B right warrants to purchase shares of Common Stock, and 78,225 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (8) | Includes 116,613 shares of Common Stock, 32,625 Series B right warrants to purchase shares of Common Stock, and 41,000 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
| (9) | Includes 78,457 shares of Common Stock, 29,844 Series B right warrants to purchase shares of Common Stock, and 148,425 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of April 17, 2025. |
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Board of Directors and Corporate Governance Matters
Independence of Directors
Our Board has determined that each of Messrs., Bator, Sobel, Ms. Kim, and Dr. Jones are independent as that term is defined under the applicable independence listing standards of the Nasdaq Stock Market (“ Nasdaq ”).
Meetings
Our Board held fifteen meetings during the year ended December 31, 2024. During such year, no incumbent director attended fewer than 75% of the aggregate of all meetings of the Board held during the period in which he or she served as a director and the total number of meetings held by the committee on which he or she served during the period. It is the policy of our Board that each director attends our annual meetings of stockholders. All incumbent directors who were directors at the time virtually attended the 2024 Annual Meeting of Stockholders.
Board Leadership Structure and Role in Risk Oversight
Our Board evaluates its leadership structure and role in risk oversight on an ongoing basis.
The Board believes that its current leadership structure with Dr. Chan serving as the Chief Executive Officer and Mr. Bator serving as our independent non-executive Chairman, is appropriate for the Company at this time as it promotes balance between the Board’s independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. Both Dr. Chan and our independent, non-executive Chairman are actively engaged on significant matters affecting us, including in consultation with the full Board, such as succession planning, risk management, operating initiatives, and long-term strategy. The Chief Executive Officer has overall responsibility for all aspects of our operation, while our independent, non-executive Chairman has a greater focus on governance of the Company, including oversight of the Board. We believe this balance of shared leadership between the two positions is a strength for the Company. Our independent, non-executive Chairman calls and chairs regular and special meetings of the Board and all executive sessions of the independent directors, chairs and presides at annual or special meetings of stockholders, provides meaningful input into the agenda of Board meetings, authorizes the retention of outside advisors, consultants and legal counsel who report directly to the Board, consults frequently with committee chairs and has the right to and often does attend Board committee meetings.
The Board, acting primarily through the Audit Committee, is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s board leadership structure supports this approach. Through our Chief Executive Officer, and other members of management, the Board receives periodic reports regarding the risks facing the Company. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding our risk and control environment.
The Compensation Committee also reviews the Company’s compensation practices to confirm that our practices are consistent with the goal of retaining and hiring qualified leadership and to ensure that such practices and policies do not encourage unnecessary and excessive risk taking by the Company’s executive officers and employees. This review includes the periodic engagement of third-party expert compensation consultants to compare the compensation practices of the Company with peer companies in the life sciences sector as well as insuring that the compensation packages of key executives are tied to the long-term success of the Company and therefore correlated to increases in stockholder value.
Committees of the Board
Our Board currently has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees, their principal functions and their respective memberships are described below.
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Audit Committee
The current members of the Audit Committee are Mr. Sobel, who serves as Chairman, Mr. Bator and Dr. Jones, each of whom served on such committee during the fiscal year ended December 31, 2024. Each of the members of the Audit Committee is independent as defined by the applicable Nasdaq listing standards and SEC rules applicable to audit committee members. The Board has determined that Mr. Sobel qualifies as an “audit committee financial expert,” as such term is defined by Item 407(d)(5) of Regulation S-K as promulgated by the SEC.
The Audit Committee oversees our financial reporting process and system of internal control over financial reporting, and selects and oversees the performance of, and approves in advance the services provided by, our independent auditors. The Audit Committee provides an open avenue of communication among our independent auditors, financial and senior management and the Board. The Audit Committee meets regularly with our independent auditors without management present, and from time to time with management in separate private sessions, to discuss any matters that the Committee or these individuals believe should be discussed privately with the Audit Committee, including any significant issues or disagreements that may arise concerning our accounting practices or financial statements. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding our risk and control environment.
In 2024, the Audit Committee held six meetings, at which all members attended. A copy of the Audit Committee’s charter is posted on our website at www.cytosorbents.com . Our website is not a part of this Proxy Statement, and all references to our website address in this Proxy Statement are intended to be inactive textual references only.
Review and Approval of Related Person Transactions
Our Board has adopted written policies and procedures for the review, approval or ratification of transactions involving CytoSorbents and any executive officer, director, director nominee, 5% stockholder and certain of their immediate family members (each of whom we refer to as a “ related person ”). The policies and procedures cover any transaction involving $120,000 or more with a related person (a “ related person transaction ”) in which the related person has a material interest, and which does not fall under an explicitly stated exception set forth in the applicable disclosure rules of the SEC.
Any proposed related person transaction must be reported to the Chairman of our Audit Committee. The policy calls for the transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee.
A related person transaction will be considered approved or ratified if it is authorized by the Audit Committee or Chairman after full disclosure of the related person’s interest in the transaction. The transaction may be approved or ratified only if the Audit Committee determines that the transaction is not inconsistent with the Company’s best interests. In considering related person transactions, the Audit Committee will consider any information considered material to investors and the following factors:
| ● | the related person’s interest in the transaction; |
| ● | the approximate dollar value of the transaction; |
| ● | whether the transaction was undertaken in the ordinary course of our business; |
| ● | whether the terms of the transaction are no less favorable to us than terms that we could have reached with an unrelated third party; and |
| ● | the purpose and potential benefit to us of the transaction. |
The policy provides that related party transactions involving the compensation of our executive officers will be reviewed and approved by the Compensation Committee or our Board, in accordance with the Compensation Committee’s charter. There were no such related party transactions in 2024.
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Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Mr. Sobel, who serves as Chairman, Dr. Jones, and Ms. Kim, each of whom served on such committee during the fiscal year ended December 31, 2024. Each of the members of the Nominating and Corporate Governance Committee is independent as defined by the applicable Nasdaq listing standards.
The Nominating and Corporate Governance Committee assists the Board in fulfilling its responsibilities regarding the oversight of the composition of the Board and other corporate governance matters. Among its other duties, the Nominating and Corporate Governance Committee evaluates nominees and reviews the qualifications of individuals eligible to stand for election and reelection as directors and makes recommendations to the Board on this matter; oversees compliance with our Code of Business Conduct and Ethics; reviews and approves related party transactions; recommends and advises the Board on certain other corporate governance matters; and oversees the Board’s performance evaluation process.
During 2024, the Nominating and Corporate Governance Committee held one meeting, at which all members attended. A copy of the Nominating and Corporate Governance Committee’s charter is posted on our website at www.cytosorbents.com .
Evaluation and Indemnification of Director Nominees
The Nominating and Corporate Governance Committee considers a number of factors in identifying and evaluating director nominees. While all nominees should have the highest personal integrity, meet any required regulatory qualifications and have a record of exceptional ability and judgment, the Board relies on the judgment of members of the Nominating and Corporate Governance Committee, with input from our Chief Executive Officer, to assess the qualifications of potential Board nominees with a view to the contributions that they would make to the Board and to CytoSorbents. Because our Board believes that its members should ideally reflect a mix of experience and other qualifications, there is no rigid formula. The Nominating and Corporate Governance Committee charter includes a policy whereby diversity, including diversity of gender, origin and background, is a key consideration when identifying candidates for membership on the Board. In evaluating potential candidates, the Nominating and Corporate Governance Committee will consider, among other items, the degree to which a potential candidate fulfills a current Board need, such as the need for an audit committee financial expert, as well as the candidate’s ability and commitment to understand CytoSorbents and its industry and the candidate’s ability to devote the time necessary to fulfill the role of director (including, without limitation, regularly attending and participating in meetings of the Board and its Committees). In considering potential candidates, the Nominating and Corporate Governance Committee will consider the overall competency of the Board in the following areas:
| ● | industry knowledge; |
| ● | accounting and finance; |
| ● | business judgment; |
| ● | management; |
| ● | leadership; |
| ● | business strategy; |
| ● | diversity of gender, origin, and background; |
| ● | crisis management; and |
| ● | corporate governance. |
In addition, the Nominating and Corporate Governance Committee may consider other factors, as appropriate in a particular case, including, without limitation, the candidate’s:
| ● | sound business and personal judgment; |
| ● | senior management experience and demonstrated leadership ability; |
| ● | accountability and integrity; |
| ● | financial literacy; |
| ● | industry or business knowledge, including science, technology, and marketing acumen; |
| ● | the extent, nature and quality of relationships and standing in the research and local communities; |
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| ● | in connection with nominees to be designated as “independent” directors, “independence” under regulatory definitions, as well as in the judgment of the Nominating and Corporate Governance Committee; |
| ● | independence of thought and ideas; and |
| ● | other board appointments and service. |
The Nominating and Corporate Governance Committee considers recommendations for nominations from a variety of sources, including members of the Board, business contacts, community leaders and members of management. As described below, the Nominating and Corporate Governance Committee will also consider stockholder recommendations for Board nominees. The Nominating and Corporate Governance Committee’s process for identifying and evaluating candidates is the same with respect to candidates recommended by members of the Board, management, stockholders or others.
Stockholder Director Nominee Recommendations
The Nominating and Corporate Governance Committee will consider director nominees recommended by stockholders. There are no differences in the manner in which the Nominating and Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or by the Nominating and Corporate Governance Committee. Stockholders who wish their proposed nominee to be considered by the Nominating and Corporate Governance Committee for nomination at our next annual stockholders’ meeting should follow the procedures set forth in our Bylaws as described in “Stockholder Proposals and Nomination of Director Candidates” in this Proxy Statement.
Compensation Committee
The current members of the Compensation Committee are Mr. Bator, who serves as Chairman, and Ms. Kim, each of whom served on such committee during the fiscal year ended December 31, 2024. Each of the current members of the Compensation Committee is independent as defined by the applicable Nasdaq listing standards.
Decisions regarding the compensation of our executive officers are made by the Compensation Committee. The Compensation Committee’s principal responsibilities include reviewing the Company’s overall compensation philosophy and the adequacy and market competitiveness of our compensation plans and programs, evaluating the Company’s compensation policies and practices to determine whether such policies and practices encourage unnecessary and excessive risk taking by the Company’s executive officers and employees, evaluating the performance of and reviewing and approving compensation for our executive officers, evaluating and recommending director compensation, and reviewing and discussing with management the compensation disclosures included in this Proxy Statement. The Compensation Committee also administers our equity-based and other incentive plans, including assuming responsibility for granting, or delegating as appropriate the authority for granting, and making decisions with respect to, awards under our equity compensation and other incentive plans. On an annual basis the Compensation Committee approves a pool of options to be awarded to non-executive employees and delegates the authority for granting these awards to the Chief Executive Officer. The roles of management is discussed below under “Significant Corporate Governance Standards” and “Compensation Setting Process.” The Compensation Committee held one meeting during 2024 at which all members attended. A copy of the Compensation Committee’s charter is posted on our website at www.cytosorbents.com .
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee currently consists of Mr. Michael Bator, who serves as Chairman, and Ms. Jiny Kim, each of whom served as members of the Compensation Committee during 2024. None of these individuals is or has been an executive of the Company, or had any relationship requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of our executive officers served as a director or a member of a compensation committee, or other committee serving an equivalent function, of any other entity, the executive officers of which served as a director of the Company or a member of the Compensation Committee during 2024.
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Stockholder Communications to the Board of Directors
Stockholders may send communications to our Board in writing, addressed to the full Board or a specific committee of the Board, to Effie Perdikis, Executive Assistant, c/o, CytoSorbents Corporation, 305 College Road East, Princeton, New Jersey 08540, telephone (732) 398-5396. Such correspondence will be logged and forwarded to the Board.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our employees (including our principal executive officer, chief financial officer and other members of our finance and administration department) and our directors. Our Code of Business Conduct and Ethics is posted on our website at www.cytosorbents.com . In addition, we intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics.
Hedging and Pledging
All of our executive officers and members of the Board are prohibited from entering into hedging or pledging transactions in respect of our Common Stock or other securities issued by us.
Compensation Recovery Policy
We have not implemented a policy regarding retroactive adjustments to any cash or equity-based incentive compensation paid to our named executive officers and other employees where the payments were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement.
Insider Trading Policy
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information
Director Compensation
The following table shows for the fiscal year ended December 31, 2024, certain information with respect to the compensation of all non-employee directors of the Company.
| Name |
Fees Earned or
Paid in Cash ($) |
Stock Awards
($) |
Option Awards
($) (1) |
Total
($) |
||||||||||||
| Michael G. Bator, MBA (2) | 116,855 | — | 28,320 | (2) | 145,175 | |||||||||||
| Edward R. Jones, MD, MBA (3) | 65,042 | — | 14,160 | (3) | 79,202 | |||||||||||
| Alan D. Sobel, CPA (4) | 91,500 | — | 14,160 | (4) | 105,660 | |||||||||||
| Jiny Kim, MBA (5) | 65,042 | — | 14,160 | (5) | 79,202 | |||||||||||
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| (1) | The value of option awards granted to directors is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $0.84 to $1.19 per share in 2024) and expected life of the stock option (6 years in 2024), the current price of the underlying stock and its expected volatility (ranging from 75.6 to 80.1 percent in 2024), expected dividends (-0- percent) on the stock and the risk free interest rate (3.60 to 4.65 percent) for the term of the stock option. In addition, we recognize forfeitures as they occur. |
| (2) | In connection with his service as a director in 2024, we issued Mr. Bator options to purchase 44,000 shares of our Common Stock at an exercise price of $0.9550 per share, which were granted on April 2, 2024, and expire on April 2, 2034. These options shall vest in four equal quarterly installments over a period of one year following the date of grant. |
| (3) | In connection with his service as a director in 2024 we issued Dr. Jones options to purchase 22,000 shares of our Common Stock at an exercise price of $0.9550 per share, which were granted on April 2, 2024, and expire on April 2, 2034. These options shall vest in four equal quarterly installments over a period of one year following the date of grant. |
| (4) | In connection with his service as a director in 2024 we issued Mr. Sobel options to purchase 22,000 shares of our Common Stock at an exercise price of $0.9550 per share, which were granted on April 2, 2024, and expire on April 2, 2034. These options shall vest in four equal quarterly installments over a period of one year following the date of grant. |
| (5) | In connection with her service as a director in 2024 we issued Ms. Kim options to purchase 22,000 shares of our common stock at an exercise price of $0.9550 per share, which were granted on April 2, 2024 and expire on April 2, 2034. These options shall vest in four equal quarterly installments over a period of one year following the date of grant. |
In 2023, the Board approved a new fee schedule for its non-employee directors which became effective January 1, 2023. Pursuant to the revised fee schedule, the Chairman of the Board is entitled to an annual retainer of $77,168 and each non-employee Board member is entitled to an annual retainer of $38,584. The Chairs of each committee are entitled to an additional annual fee of $26,458 and non-chair committee members are entitled to an additional annual fee of $13,299 for each committee upon which they serve. In addition, each of our directors is eligible to receive reimbursement for actual out-of-pocket expenses incurred by them in connection with their attendance at meetings of the Board and Board committees and an annual equity grant.
In 2024, the Compensation Committee elected to defer undertaking an analysis of Board and executive management compensation.
Executive Officers
Below is information about our current executive officers Phillip P. Chan, Vincent J. Capponi, Efthymios N. Deliargyris, and Peter J. Mariani. Our Board appoints our executive officers annually, and executive officers serve until they resign or the Board terminates their contract or position. There are no family relationships among any of our directors, nominee for director and executive officers.
| Name | Age | Position | ||
| Phillip P. Chan, MD, PhD | 54 | Chief Executive Officer | ||
| Vincent J. Capponi, MS | 67 | President and Chief Operating Officer | ||
| Peter J. Mariani | 61 | Chief Financial Officer | ||
| Efthymios N. Deliargyris, MD | 56 | Chief Medical Officer |
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Phillip P. Chan, MD, PhD . For Dr. Chan’s background, please see the section entitled “ Director Experience, Qualifications, Attributes and Skills .”
Vincent J. Capponi , MS . Mr. Capponi joined the Company as Vice President of Operations in 2002, became our Chief Operating Officer in July 2005 and became President and Chief Operating Officer in April 2020. He has more than 25 years of management experience in medical device, pharmaceutical and imaging equipment at companies including Upjohn, Sims Deltec and Sabratek. Prior to joining CytoSorbents in 2002, Mr. Capponi held several senior management positions at Sabratek and its diagnostics division GDS and was interim president of GDS diagnostics in 2001. From 1998 to 2000, Mr. Capponi was Senior Vice President and Chief Operating Officer for Sabratek and Vice President Operations from 1996 to 1998. He received his MS in Chemistry and his BS in Chemistry and Microbiology from Bowling Green State University.
Peter J. Mariani, CPA (inactive) . Mr. Mariani has served as our Chief Financial Officer since August 2024. Prior to joining CytoSorbents, Mr. Mariani served as Executive Vice President and Chief Financial Officer of Axogen, Inc (NASDAQ: AXGN), a medical technology company focused on peripheral nerve repair and regeneration from March 2021 to December 2023, and previously as its Chief Financial Officer from March 2016 to March 2021. At Axogen, Mr. Mariani was responsible for all finance and accounting functions, investor relations, information technology and security, and Global Quality. Prior to this, Mr. Mariani was the Chief Financial Officer of Lensar, Inc., from July 2014 to January 2016, which at the time was privately-held and a global leader in next generation femtosecond laser technology for refractive cataract surgery. Prior to this, he served as Chief Financial Officer at Hansen Medical, Inc., from June 2011 to June 2014, a publicly-traded company that designed and manufactured robotic solutions for intravascular procedures. Earlier in his career Mr. Mariani served in senior financial roles of increasing importance from November 1994 to December 2006 including Vice President and Corporate controller for Guidant Corporation, a $3.8 billion, publicly traded leader in the development and sale of medical devices for the treatment of cardiovascular disease. His experience at Guidant included Vice President of Finance and Administration, Guidant Japan from June 1998 to June 2002. Mr. Mariani brings over 25 years of experience as a valued partner and strategic financial leader across several high growth medical device companies. He started his career at Ernst and Young, LLP, where he served a diverse client base as a Certified Public Accountant. Mr. Mariani earned a Bachelor of Science in accounting from Indiana University.
Efthymios N. Deliargyris, MD . Dr. Deliargyris joined the Company as Chief Medical Officer on May 1, 2020. Dr. Deliargyris is a triple board-certified physician (internal medicine, cardiology and interventional cardiology) with a distinguished career in clinical medicine and academia and significant biotech experience in global leadership roles. Prior to joining CytoSorbents, Dr. Deliargyris served as the Chief Medical Officer of PLx Pharma Inc. (NASDAQ: PLXP) from August 2018 to April 2020. Prior to this, Dr. Deliargyris was the founder and managing director of the Science and Strategy Consulting Group providing expert advice and solutions on scientific, regulatory, strategic and commercialization challenges to companies engaging in the cardiovascular arena. From 2012 until 2017, Dr. Deliargyris served as Global Medical Lead of the Cardiovascular franchise at The Medicines Company where he led global medical strategy, global medical affairs and late stage RD. Prior to this, Dr. Deliargyris served as Chief, Cardiology and Interventional Cardiology at Athens Medical Center in Athens, Greece from 2004 until 2010 and as Assistant Professor of Cardiology and Director of the Intravascular Laboratory (IVUS) at Wake Forest University in Winston-Salem, NC from 2001 to 2004. Dr. Deliargyris received his Doctor of Medicine degree from the Kapodistrian University of Athens School of Medicine and completed his residency training in internal medicine at Tufts University School of Medicine and his fellowships in cardiology and interventional cardiology at the University of North Carolina at Chapel Hill.
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Compensation Discussion And Analysis
This Compensation Discussion and Analysis explains how our executive compensation program is designed and operates with respect to our named executive officers by describing the objectives of our executive compensation program, what the compensation program is designed to reward, and each compensation component that we provide. In addition, we explain how and why our Compensation Committee arrived at specific compensation policies and decisions involving our named executive officers for the fiscal year ended December 31, 2024.
Our named executive officers for the fiscal year ended December 31, 2024, are Phillip P. Chan, Vincent J. Capponi, Peter J. Mariani, Efthymios N. Deliargyris, and Kathleen P. Bloch. The Company announced the retirement of Ms. Bloch, effective August 14, 2024, on a Current Report on Form 8-K filed with the SEC on August 16, 2024.
This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.
Significant Executive Compensation Actions
Our Compensation Committee, which consists of two independent directors, sets the compensation of our named executive officers. The Compensation Committee took the following actions with respect to the compensation of our named executive officers:
| ● | Authorized and approved a voluntary salary reduction program for certain of the Company’s named executive officers. |
| ● | Approved cash bonuses linked to the Company’s 2023 performance and then deferred the payment of these bonuses pending the raise of additional capital. This payment was subsequently approved in January 2025 following the execution of a Rights Offering which raised $6.25 million of gross proceeds |
| ● | Approved cash bonuses linked to the Company’s 2024 performance. |
| ● | Approved additional long-term incentive compensation in the form of restricted stock units and stock options, to further align the incentives of the executives and stockholders, retain key executives and reward performance; and |
| ● | Approved, in 2023, additional long-term incentive compensation in the form of stock options, which will vest based upon achievement of certain long-term milestones before December 31, 2025. |
Significant Corporate Governance Standards
We have endeavored to maintain high standards in our executive compensation practices. We conduct an annual review of our compensation programs for executive officers and other employees to assess the Company’s ability to attract and retain the best talent and whether such policies and practices encourage unnecessary and excessive risk taking by the Company’s executive officers and employees.
Executive Compensation Philosophy and Objectives
We are the leader in the treatment of life-threatening conditions in the intensive care unit and cardiac surgery through blood purification. CytoSorbents’ proprietary blood purification technologies are based on biocompatible, highly porous polymer beads that can actively remove toxic substances from blood and other bodily fluids by pore capture and surface adsorption. Our lead product, CytoSorb® , is approved in the European Union and distributed in over 70 countries worldwide, with more than 270,000 used cumulatively to date.
In the U.S. and Canada, CytoSorbents is developing the DrugSorb™-ATR antithrombotic removal system, an investigational device based on an equivalent polymer technology to CytoSorb, to reduce the severity of perioperative bleeding in high-risk surgery due to blood thinning drugs. In September 2024, the Company submitted a De Novo medical device application to the U.S. FDA requesting marketing approval to reduce the severity of perioperative bleeding in CABG patients on the antithrombotic drug ticagrelor, which was accepted for substantive review in October 2024. In November 2024, the Company received its MDSAP certification and submitted its Medical Device License (MDL) application to Health Canada. DrugSorb-ATR is not yet granted or approved in the United States and Canada, respectively.
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While we have limited direct competitors, we compete for capital with other early-stage microcap and small-cap companies in the life sciences space. To effectively operate in this dynamic market, we need a highly talented and seasoned team of executives and business professionals.
We compete with pharmaceutical and medical device companies in seeking to attract and retain a skilled management team. To meet this challenge, we have adopted a compensation philosophy designed to offer our named executive officers’ compensation and benefits that are market competitive and that meet our goals of attracting, retaining, and motivating highly skilled individuals to help us achieve our financial and strategic objectives.
Our executive compensation program is designed to achieve the following principal objectives:
| ● | attract and retain talented and experienced individuals; |
| ● | offer total compensation opportunities that take into consideration the practices of other comparably positioned life sciences companies; |
| ● | directly and substantially link total compensation to measurable corporate and individual performance; |
| ● | create and sustain a sense of urgency surrounding strategy execution and the achievement of key business objectives; and |
| ● | strengthen the alignment of the interests of our named executive officers and stockholders through equity-based, long-term incentives and reward our named executive officers for creating long-term stockholder value. |
Compensation-Setting Process
Role of the Compensation Committee
Our Compensation Committee is responsible for overseeing our executive compensation philosophy and our executive compensation program, determining, and approving the compensation for our named executive officers, negotiating executive employment contracts, and helping to establish appropriate compensation for Board members and other key employees. Our Compensation Committee regularly reports to our Board on its deliberations, but is ultimately responsible for compensation decisions, as described in the Compensation Committee’s charter.
Our Compensation Committee reviews, on at least an annual basis, our executive compensation program, including our incentive compensation plans, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and recommends to our Board any modifications or new plans or programs. It also reviews the compensation of our named executive officers and makes decisions about the various components that comprise their compensation packages.
Role of Management
In carrying out its responsibilities, our Compensation Committee works with members of our management team, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Medical Officer. Typically, our management team assists our Compensation Committee by providing information about our corporate, financial, and individual performance, competitive market data and management’s perspective and recommendations on compensation matters.
Typically, our Chief Executive Officer makes recommendations to our Compensation Committee regarding the compensation of our executive officers, including our named executive officers (except with respect to his own compensation), and, at the request of the Compensation Committee, attends Compensation Committee meetings (except with respect to discussions involving his own compensation).
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Use of Competitive Data
To assess the competitiveness of our executive compensation program and compensation levels, our Compensation Committee examines the competitive compensation data for senior executives of other similar life science companies on the Nasdaq.
Compensation Program Design for 2024
In designing our compensation program for 2024, we were cognizant of our need to motivate our named executive officers to meet our short-term goals and long-term strategic objectives. Thus, we emphasized the use of equity in the form of options to purchase shares of our Common Stock and restricted stock units to incentivize our named executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create sustainable long-term value for our stockholders. We believe that stock options and restricted stock units offer our named executive officers a valuable long-term incentive that aligns their interests with the interests of our stockholders.
The equity compensation awarded to our named executive officers in 2024 is discussed below under “Executive Compensation Program Components — Equity Compensation.”
We also offer cash compensation to our named executive officers in the form of base salaries at levels that we believe help us provide competitive compensation packages.
On March 29, 2024, the Board of the Company authorized and approved a voluntary salary reduction program for certain of the Company’s employees, including the Company’s named executive officers, as part of the Company’s cost-cutting measures implemented in the best interests of the Company and its stockholders (the “Reduction Program”). Executive officers Phillip P. Chan, MD, PhD (Chief Executive Officer), Vincent J. Capponi, MS (President and Chief Operating Officer), Kathleen P. Bloch, MBA, CPA (Former Chief Financial Officer) and Efthymios N. Deliargyris, MD (Chief Medical Officer) chose to participate. In connection with the Reduction Program, the Board authorized, approved and adopted a form payment reduction agreement, which was executed by each of the named executive officers and the Company. The salary reduction agreements serve as amendments to the existing employment agreements between the named executive officers and the Company. Pursuant to the salary reduction agreements, the CEO agreed to reduce his base salary by 35% and each of the other named executive officers agreed to reduce his or her base salary by 15%, as set forth in the table below. The reduced base salary is effective for the period of April 1, 2024 through December 31, 2024. As of January 1, 2025, each of the named executive officer’s base salary was restored to the base salary in effect prior to the reduction. As consideration for the voluntary participation in the Reduction Program, on March 29, 2024, the Company’s Board also approved grants of nonqualified stock options to each participant under the Company’s 2014 Long-Term Incentive Plan, as amended, and the form of Nonqualified Stock Option Agreement filed herewith. The nonqualified stock options granted to each participant, as set forth in the table below, is equal in value to the amount by which such participant’s base salary was reduced as determined using the market closing price for a share of Company common stock on March 28, 2024, which amount was $0.95. The nonqualified stock options vest on January 31, 2025, and have an exercise price equal to the fair market value of a share of Company common stock on the date of grant as set forth in the 2014 Long-Term Incentive Plan.
We do not provide significant perquisites or other personal benefits to our executive officers. Our executive officers participate in broad-based company-sponsored health and benefit programs on substantially the same basis as our other salaried employees.
Executive Compensation Program Components
The following describes each component of our executive compensation program, the rationale for each component and how compensation amounts, and awards were determined for 2024.
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Base Salary
Base salary represents the fixed portion of our named executive officers’ compensation, which we view as an important element to attract, retain, and motivate highly talented executives. Base salaries represent a significant portion of the total compensation opportunity for our named executive officers.
In 2024, our Compensation Committee conducted a review of each named executive officer’s base salary with input from our Chief Executive Officer. Our Compensation Committee agreed to a recommendation from the Chief Executive Officer to a freeze in executive base salary for the third year in a row, as a measure to conserve cash, and to authorize a voluntary salary reduction program as described in the section “Compensation Program Design for 2024” above, taking into account each named executive officer’s role, performance, experience, prior base salary level, position, company stage, company finances, and market conditions.
The salaries of our named executive officers, reflecting the Reduction Program, are set forth in the following table:
| Named Executive Officer | 2024 Base Salary | 2023 Base Salary |
% Decrease
from
2023 to 2024 |
|||||||||
| Phillip P. Chan, MD, PhD | $ | 359,352 | $ | 482,851 | -26 | % | ||||||
| Vincent J. Capponi, MS | $ | 377,523 | $ | 424,000 | -11 | % | ||||||
| Kathleen P. Bloch, CPA (1) | $ | 262,991 | (1) | $ | 425,000 | -38 | % | |||||
| Efthymios N. Deliargyris, MD | $ | 363,336 | $ | 408,100 | -11 | % | ||||||
| Peter J. Mariani, CPA (2) | $ | 152,019 | (2) | — | — | % | ||||||
| (1) | Ms. Bloch retired as Chief Financial Officer of the Company effective as of August 14, 2024, base salary in 2024 was pro-rated based on her employment period. |
| (2) | Mr. Mariani was appointed Chief Financial Officer of the Company effective as of August 14, 2024, base salary in 2024 was pro-rated based on his employment period |
Annual Cash Bonuses
Cash bonuses are solely discretionary based upon the approval of the Board. In determining whether to award cash bonuses, the Compensation Committee considers the operational performance of the Company relative to its pre-approved operating plan and performance management targets, management’s ability to meet specified performance milestones including revenue growth, progress on clinical trials, business development achievements, and cost containment, as well as individual performance indicators. In 2024 the Compensation Committee approved cash bonuses linked to the Company’s 2023 performance and then deferred the payment of these bonuses pending the raise of additional capital. This payment was subsequently approved in January 2025. In February of 2025 the Compensation Committee approved cash bonuses linked to the Company’s 2024 performance.
Equity Compensation
We use equity awards to motivate and reward our named executive officers, to encourage long-term corporate performance based on the value of our Common Stock and to align the interests of our named executive officers with those of our stockholders.
In order to better align the interests of our named executive officers with our stockholders and to retain key talent, in 2024, the Compensation Committee awarded the named executive officers (i) restricted stock units that vest in equal parts at the first and second year anniversaries of the date of grant, subject to the named executive officer’s continued service as of the applicable vesting date, and (ii) incentive stock options that vest as to one-half of the award on the first year anniversary of the date of grant, one-fourth of the award on the second year anniversary of the date of grant, and one-fourth of the award on the third year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date.
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Retirement and Other Benefits
Our named executive officers are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as our other employees who satisfy the plan’s eligibility requirements, including requirements relating to age and length of service. Under this plan, participants may elect to reduce their current compensation by up to the statutory limit, $23,000 in fiscal 2024 plus an additional $7,500 for participants 50 years or older and have us contribute the amount of this reduction to the Section 401(k) plan. During 2024, we matched 100% of 401K of elective deferral contributions of the first 3% of the gross pay, plus 50% of elective deferral contributions which are over 3% of gross pay but are not over 5% of annual gross pay. We intend for the 401(k) plan to qualify under Section 401 of the Internal Revenue Code so that contributions by employees or by us to the 401(k) plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the 401(k) plan.
Additional benefits received by our named executive officers include medical, dental, vision, short-term disability, long term disability, life and accidental death and dismemberment insurance, and Health Savings Account contributions. These benefits are provided on substantially the same basis as to all of our full-time employees.
Historically, we have not provided perquisites or other personal benefits to our named executive officers. Currently, we do not view perquisites or other personal benefits as a component of our executive compensation program. Our future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.
Employment Agreements
On July 30, 2019, we entered into an amended and restated employment agreements with Dr. Phillip P. Chan, Chief Executive Officer, Vincent J. Capponi, President and Chief Operating Officer, and Kathleen P. Bloch, our Chief Financial Officer who initially retired from the Company on March 31, 2023 and served as a consultant to the Company and as our Interim Chief Financial Officer from April 1, 2023 to August 31, 2023. Ms. Bloch returned on September 1, 2023 as our full time Chief Financial Officer, and retired from the Company effective August 14, 2024. On April 9, 2020, we entered into an employment agreement with Efthymios N. Deliargyris, Chief Medical Officer, which agreement became effective May 18, 2020. With the exception of his own agreement, each of these agreements was negotiated on our behalf by our CEO, with the oversight and approval of our Compensation Committee. Our CEO’s employment agreement was negotiated directly with our Compensation Committee. We believe that these employment agreements were necessary to retain these individuals and induce them to lead us in achieving our goals as a publicly traded company. The term of the employment agreements with Dr. Chan, Mr. Capponi, and Dr. Deliargyris concluded on December 31, 2021, and each employment agreement automatically renews for an additional one-year term, unless the Company or the executive officer provides written notice of non-renewal to the other party at least sixty (60) days prior to commencement of a Renewal Term (as defined in such employment agreement).
Ms. Bloch’s initial employment agreement expired on March 31, 2023, upon her retirement from the Company. Ms. Bloch and the Company entered into a new employment agreement (the “ 2024 Bloch Employment Agreement ”) effective September 1, 2023, coincident with her return as full-time Chief Financial Officer of the Company. The 2024 Bloch Employment Agreement terminated on August 14, 2024, pursuant to its terms and upon her retirement from the Company. In connection with Ms. Bloch’s retirement, the Company and Ms. Bloch entered into a consulting agreement, dated as August 13, 2024 (the “ 2024 Bloch Consulting Agreement ”), to enable an effective transition in connection with the appointment of Mr. Mariani as the Company’s new Chief Financial Officer. The 2024 Bloch Consulting Agreement is effective until December 31, 2025, unless the Company or the executive officer provides written notice of non-renewal to the other party at least sixty (60) days prior to the commencement of a Renewal Term (as defined in the 2024 Bloch Consulting Agreement).
On August 14, 2024, we entered into an employment agreement with Mr. Mariani in connection with his appointment as the Company’s Chief Financial Officer. The initial term commenced on the effective date and ended on December 31, 2025, and the employment agreement automatically renews for an additional one-year term, unless the Company or the executive officer provides written notice of non-renewal to the other party at least sixty (60) days prior to commencement of a Renewal Term (as defined in such employment agreement).
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For a summary of the material terms and conditions of these employment agreements, see the section entitled “Executive Compensation— Employment Agreements.”
Post-Employment Compensation Arrangements
The employment agreements provide each of our named executive officers with certain protection in the event of his or her termination of employment under specified circumstances, including following a change of control of our Company. We believe that these protections serve our executive retention objectives by helping our named executive officers maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event that there is a potential transaction that could involve a change in control of our Company. The terms of these agreements were determined after review by our Compensation Committee of our retention goals for each named executive officer and an analysis of competitive market data.
For a summary of the material terms and conditions of these severance and change in control arrangements, see the sections entitled “Compensation of Named Executive Officers — Employment Agreements” and “Executive Compensation — Potential Payments upon Termination or Change of Control.”
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly-held corporation for any remuneration in excess of $1.0 million paid in any taxable year to its chief executive officer and each of its three next most highly-compensated named executive officers (other than its chief financial officer). Remuneration in excess of $1.0 million may be deducted if, among other things, it qualifies as “performance-based compensation” within the meaning of the Internal Revenue Code. Additionally, under a Section 162(m) exception for private companies that subsequently become publicly held, any compensation paid pursuant to a compensation plan in existence before the effective date of the public offering of securities will not be subject to the $1.0 million limitation until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan, or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the public offering of securities occurred.
The 2017 tax reform legislation removed the “performance-based compensation” exception from Section 162(m), effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
Despite the Compensation Committee’s efforts to structure certain variable compensation in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs. In addition, our Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.
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Taxation of “Parachute” Payments and Deferred Compensation
Sections 280G and 4999 of the Internal Revenue Code provide that named executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceed certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Internal Revenue Code imposes significant additional taxes in the event that an employee, including a named executive officer, director, or service provider receives “nonqualified deferred compensation” that does not satisfy the conditions of Section 409A.
We did not provide any named executive officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999 or 409A of the Internal Revenue Code during the fiscal year ended December 31, 2024. We have not agreed and are not otherwise obligated to provide any named executive officer with a “gross-up” or other reimbursement under Section 409A.
Accounting for Stock-Based Compensation
We follow the FASB ASC Topic 718 for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables that accompany this Compensation Discussion and Analysis, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their statements of operations over the period that the recipient of the award is required to render service in exchange for the award.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by SEC regulations. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference, in CytoSorbents Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Submitted by:
The Compensation Committee of the Board of Directors
Michael G. Bator, Chairman
Jiny Kim
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Executive Compensation
Summary Compensation Table
The following table shows for the fiscal years ended December 31, 2024 and 2023, compensation awarded to or paid to, or earned by, our named executive officers.
| Named Executive Officer | Year | Salary ($) |
Bonus
($) |
Stock
Awards (1) ($) |
Option
Awards (2) ($) |
All
Other
Compensation |
Total
($) |
||||||||||||||||||||
| Phillip P. Chan, MD, PhD | 2024 | 359,352 | 266,775 | 91,680 | (5) | 169,888 | (3) | 12,000 | (4) | 899,695 | |||||||||||||||||
| Chief Executive Officer | 2023 | 482,851 | 156,927 | 307,110 | (6) | 374,514 | 12,000 | (4) | 1,333,402 | ||||||||||||||||||
| Peter J. Mariani (7) | 2024 | 152,019 | 66,340 | 169,138 | (8) | 197,268 | (9) | — | 584,765 | ||||||||||||||||||
| Chief Financial Officer | 2023 | — | — | — | — | — | — | ||||||||||||||||||||
| Vincent J. Capponi, MS | 2024 | 377,523 | 169,335 | 77,355 | (5) | 227,824 | (3) | — | 852,037 | ||||||||||||||||||
| President and Chief Operating Officer | 2023 | 424,000 | 119,250 | 257,690 | (6) | 311,315 | — | 1,112,255 | |||||||||||||||||||
| Efthymios N. Deliargyris, MD | 2024 | 363,336 | 162,985 | 58,255 | (5) | 216,366 | (3) | 12,500 | (9) | 813,442 | |||||||||||||||||
| Chief Medical Officer | 2023 | 408,100 | 164,778 | (10) | 194,150 | (6) | 276,204 | 12,500 | (11) | 1,055,732 | |||||||||||||||||
| Kathleen P. Bloch, CPA | 2024 | 262,991 | (13) | — | 62,075 | (5) | 91,592 | (3) | 19,765 | (12) | 436,423 | ||||||||||||||||
| Former Chief Financial Officer | 2023 | 258,638 | (14) | 143,438 | 89,100 | (15) | 139,067 | 185,841 | (16) | 816,084 | |||||||||||||||||
| (1) | Prior to 2019, Dr. Chan, Mr. Capponi and Ms. Bloch received grants of restricted stock units which will vest upon a “Change in Control” of the Company, as defined in the Company’s 2014 Long-Term Incentive Plan. The value of these grants has been calculated in accordance with ASC Topic 718. Because a “Change of Control” is not contemplated or probable at this time, there is no amount associated with these awards. |
| (2) | The value of option awards granted to our named executive officers is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables that accompany this Compensation Discussion and Analysis, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their statements of operations over the period that the recipient of the award is required to render service in exchange for the award. |
| (3) | On March 29, 2024, the reporting person received nonqualified stock options at an exercise price of $0.95 which vested January 31, 2025, related to their participation in the 2024 voluntary salary reduction program. On April 2, 2024, the reporting person received incentive stock options at an exercise price of $0.9550 which vest as to one-half of the award on the first year anniversary of the date of grant, one-fourth of the award on the second year anniversary of the date of grant, and one-fourth of the award on the third year anniversary of the date of grant, subject to the reporting person’s continued service as of the applicable vesting date. On October 4, 2024, Mr. Capponi and Dr. Deliargyris each received stock options at an exercise price of $1.19, which will vest only if the Company obtains U.S. Food and Drug Administration clearance, Health Canada clearance, or approval of DrugSorb-ATR before June 30, 2026. |
| (4) | In addition to his base salary, Dr. Chan is entitled to a $12,000 annual car allowance. |
| (5) | On April 2, 2024, Dr. Chan, Mr. Capponi, Dr. Deliargyris, and Ms. Bloch received restricted stock units which vest in equal parts at the first and second year anniversaries of the date of grant. The amount shown represents the fair market value of the vested and unvested restricted stock units awarded on April 2, 2024. |
| (6) | On July 7, 2023, Dr. Chan, Mr. Capponi, and Dr. Deliargyris received restricted stock units which vest two third on the first anniversary date of grant and one third on the second anniversary date of grant. The amount shown represents the fair market value of the vested and unvested restricted stock units awarded on July 7, 2023. |
31
| (7) | Mr. Mariani was appointed Chief Financial Officer of the Company effective as of August 14, 2024. |
| (8) | Upon the appointment of Chief Financial Officer, Mr. Mariani received 65,000 restricted stock units, which vest as to one-half of the award on each of the first and second anniversaries of the date of grant. Additionally, Mr. Mariani also received 110,000 restricted stock units which vest upon the earlier of (i) a "Change In Control" of CytoSorbents Corporation (the "Company"), as defined in the reporting person's employment agreement (the "Employment Agreement"), or (ii) the fourth anniversary from the date of grant, subject to the reporting person's continued service as of the applicable vesting date. |
| (9) | Upon the appointment of Chief Financial Officer, Mr. Mariani received 80,000 stock options which vest in accordance with the following schedule: (i) 41,000 upon the six-month anniversary of the date of grant, and (ii) 13,000 on the one-year, two-year and three-year anniversaries of the date of grant. Additionally, Mr. Mariani also received 215,000 stock options which vest only upon the achievement of certain milestones pursuant to the terms of the Employment Agreement. |
| (10) | In addition to Mr. Deliargyris’ annual cash bonus of $114,778 in 2023, Mr. Deliargyris received a bonus of $50,000, related to achievement of milestone for STAR-T clinical trial. |
| (11) | In addition to his base salary, Dr. Deliargyris receives a $12,000 annual car allowance. |
| (12) | Represents consulting fees paid to Ms. Bloch during the period August 14, 2024 to December 31, 2024, where she serves as a consultant. |
| (13) | Ms. Bloch was paid $262,911 in wages from January 1, 2024 to August 13, 2024. Ms. Bloch retired on August 14, 2024. |
| (14) | Ms. Bloch’s annual salary was $370,428 from January 1, 2023 until her retirement effective March 31, 2023. During this period, she was paid $127,869 in wages and earned paid time off. Upon returning as our full time Chief Financial Officer on September 1, 2023, Ms. Bloch’s annual salary was $425,000, and she was paid $130,769 during the period September 1, 2023 to December 31, 2023. |
| (15) | In connection with Ms. Bloch’s reappointment to Chief Financial Officer, on September 18, 2023 she received restricted stock units which vest 25,000 on the grant date, 10,000 on the first anniversary of the grant date, and 10,000 on the second anniversary of the grant date. |
| (16) | Represents consulting fees paid to Ms. Bloch during the period April 1, 2023 to August 31, 2023 when she served as a consultant and/or Interim Chief Financial Officer. |
Pay vs. Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure, as it applies to smaller reporting companies, regarding executive compensation for our principal executive officer (“ PEO ”) and Non-PEO named executive officers (“ NEOs ”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
As required by Item 402(v) of Regulation S-K, as adopted by the SEC, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023 and 2022 fiscal years. Note that for our NEOs other than our PEO, compensation is reported as an average.
32
| Year |
Summary
Compensation Table Total for PEO($) (1) |
Compensation
Actually Paid to PEO($) (2) |
Average
Summary Compensation Table Total for Non-PEO Named Executive Officers($) |
Average
Compensation Actually Paid to Non-PEO Named Executive Officers($) (3) |
Value of
Initial Fixed $100 Investment Based On Total Shareholder Return($) |
Net Income/(Loss)
($) |
||||||||||||||||||
| 2024 | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||||||
| 2023 | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||||||
| 2022 | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | |||||||||||
| (1) |
For years 2024, 2023 and 2022,
|
| (2) | Adjustment to Compensation Actually Paid to PEO include deduction of “stock awards” and “options awards” for the year, which include a) add award granted in the year that remain outstanding and unvested at fair value as of end of the year, b) add award granted in the year that vested in the same year at fair value as of the vesting date, c) add or subtract (if negative) any award granted before the year and remain outstanding and unvested as of year-end at fair value, d) add or subtract (if negative) any award granted before the year but vested during the year at fair value as of the vesting date, e)subtract any award vested and forfeited at fair value as of end of the prior year, f) add unvested award on which dividends or other earnings were paid during the year not otherwise included in summary total compensation column. |
| (3) | Adjustment to Average Compensation Actually Paid to Non-PEO Named Executive Officers |
|
Adjustment to Determine Compensation
“Actually Paid” to PEO |
||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT |
(
|
) |
(
|
) |
(
|
) | ||||||
| Deduction for Amounts Reported under the “Option Awards” Column in the SCT |
(
|
) |
(
|
) |
(
|
) | ||||||
| Increase for Fair Value of Awards Granted During the Year that Remain Unvested as of Year-end |
|
|
|
|||||||||
| Increase for Fair Value of Awards Granted During the Year that Vested During the Year |
|
|||||||||||
| Increase/(Decrease) for Change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-end |
(
|
) |
(
|
) |
(
|
) | ||||||
| Increase/(Decrease) for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested During the Year |
|
|
|
|||||||||
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | ||||||||||||
| Increase based on Dividends or Other Earnings Paid during year Prior to Vesting Date of Award | ||||||||||||
| Total Adjustments |
|
(
|
) |
(
|
) | |||||||
33
|
Adjustment to Determine Compensation
“Actually Paid” to Non-PEO |
||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT |
(
|
) |
(
|
) |
(
|
) | ||||||
| Deduction for Amounts Reported under the “Option Awards” Column in the SCT |
(
|
) |
(
|
) |
(
|
) | ||||||
| Increase/(Decrease) for Fair Value of Awards Granted During the Year that Remain Unvested as of Year-end |
|
|
|
|||||||||
| Increase for Fair Value of Awards Granted During the Year that Vested During the Year |
|
|
||||||||||
| Increase/(Decrease) for Change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-end |
(
|
) |
(
|
) |
(
|
) | ||||||
| Increase/(Decrease) for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested During the Year |
|
|
|
|||||||||
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | ||||||||||||
| Increase based on Dividends or Other Earnings Paid during year Prior to Vesting Date of Award | ||||||||||||
| Total Adjustments |
(
|
) |
(
|
) |
(
|
) | ||||||
Pay Versus Performance Graphic Description
In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the NEOs other than the PEO, and total shareholder return (“ TSR ”); and (ii) compensation actually paid to the PEO and the NEOs other than the PEO, and net income (loss).
34
35
36
Employment Agreements
Dr. Phillip P. Chan
On July 30, 2019, we entered into an amended and restated executive employment agreement with Dr. Chan relating to his employment as our Chief Executive Officer. Pursuant to his employment agreement, Dr. Chan receives an annual car allowance in the amount of $12,000 per year. Dr. Chan’s employment agreement also provides for terms of benefits afforded to Dr. Chan, including the ability to participate in various group insurance plans, reimbursement for reasonable business expenses, liability insurance, vacation time and bonuses. Dr. Chan’s amended and restated employment agreement had an initial term of three years and became effective as of January 1, 2019. The term of the employment agreement expired on December 31, 2021, and renews automatically for one-year terms until either party provides written notice of non-renewal to the other at least sixty days prior to the commencement of a renewal term.
In addition, Dr. Chan’s employment agreement provides for benefits if his employment is terminated under certain circumstances, as more fully described under “Executive Compensation — Potential Payments upon Termination or Change of Control.”
Vincent J. Capponi, MS
On July 30, 2019, we entered into an amended and restated executive employment agreement with Mr. Capponi relating to his employment as our Chief Operating Officer. Mr. Capponi’s employment agreement provides for terms of benefits afforded to Mr. Capponi, including the ability to participate in various group insurance plans, reimbursement for reasonable business expenses, liability insurance, vacation time and bonuses. Mr. Capponi’s amended and restated employment agreement had an initial term of three years and became effective as of January 1, 2019. Accordingly, Mr. Capponi’s employment agreement expired on December 31, 2021, and renews automatically for one-year terms until either party provides written notice of non-renewal to the other at least sixty days prior to the commencement of a renewal term.
In addition, Mr. Capponi’s employment agreement provides for benefits if his employment is terminated under certain circumstances, as more fully described under “Executive Compensation — Potential Payments upon Termination or Change of Control.”
Kathleen P. Bloch, MBA, CPA
On July 30, 2019, we entered into an amended and restated executive employment agreement with Ms. Bloch relating to her employment as our former Chief Financial Officer. Ms. Bloch retired effective as of March 31, 2023, this employment agreement expired on March 31, 2023, upon her retirement from the Company.
From April 1, 2023 to August 31, 2023, Ms. Bloch served as a consultant to the Company and as our Interim Chief Financial Officer, pursuant to a consulting agreement, dated March 31, 2023, between the Company and Ms. Bloch, which expired on September 18, 2023. On September 18, 2023, Ms. Bloch entered into a new employment agreement with the Company upon her return to the Company to serve as Chief Financial Officer. Ms. Bloch’s employment agreement provided for terms of benefits afforded to Ms. Bloch, including the ability to participate in various group insurance plans, reimbursement for reasonable business expenses, liability insurance, vacation time and bonuses. Ms. Bloch retired effective as of August 14, 2024; this employment agreement was terminated on August 14, 2024, upon her retirement from the Company.
On August 13, 2024, the Company and Ms. Bloch entered into the 2024 Bloch Consulting Agreement, pursuant to which Ms. Bloch serves as a consultant to the Company. In accordance with the terms of the 2024 Bloch Consulting Agreement, Ms. Bloch, among other things, assisted in and enabled the effective transition in connection with the appointment of Mr. Mariani as the Company’s current Chief Financial Officer. Unless terminated earlier by Ms. Bloch or by the Company upon fourteen days’ notice, the 2024 Bloch Consulting Agreement will remain in effect until December 31, 2025. Pursuant to the 2024 Bloch Consulting Agreement, Ms. Bloch compensation will be paid hourly, at a rate of $335 per hour. Restricted stock units awarded to Ms. Bloch prior to the date of the 2024 Bloch Consulting Agreement will continue to vest as scheduled during the Term and Ms. Bloch will be entitled to customary reimbursement for out-of-pocket expenses incurred in connection with her services under the 2024 Bloch Consulting Agreement.
Additionally, Ms. Bloch is eligible to receive from the Company reimbursement for the monthly cost of continued coverage under the Company’s group health plan pursuant to COBRA during the 12-month period immediately following her retirement date; provided, that Ms. Bloch is eligible and timely elects COBRA continuation coverage.
37
Efthymios, N. Deliargyris, MD
On April 9, 2020, we entered into an executive employment agreement with Dr. Deliargyris relating to his employment as our Chief Medical Officer. Under the terms of his employment agreement, Dr. Deliargyris receives a car allowance in the amount of $12,500 per year. Dr. Deliargyris’ employment agreement also provides for terms of benefits afforded to Dr. Deliargyris, including the ability to participate in various group insurance plans, reimbursement for reasonable business expenses, liability insurance, vacation time and bonuses. Dr. Deliargyris’ employment agreement term became effective on May 18, 2020 and had an initial term which expired on December 31, 2021, and renews automatically for one-year terms until either party provides written notice of non-renewal to the other at least sixty days prior to the commencement of a renewal term.
In addition, Dr. Deliargyris’ employment agreement provides for benefits if his employment is terminated under certain circumstances, as more fully described under “Executive Compensation — Potential Payments upon Termination or Change of Control.”
Peter J. Mariani
On August 14, 2024, Mr. Mariani and the Company entered into an employment agreement (the “ Mariani Employment Agreement ”) with an initial term commencing on August 14, 2024, and expiring on December 31, 2025. The Mariani Employment Agreement will automatically renew for additional terms of one year unless the Company or Mr. Mariani provide sixty days’ written notice of non-renewal.
In accordance with the terms of the Mariani Employment Agreement, Mr. Mariani will receive an annual base salary of $425,000 and will be eligible to receive an annual cash bonus equal to up to 45% of Mr. Mariani’s base salary, payable contingent upon the achievement of annual management milestones and upon Mr. Mariani’s general performance. Additionally, beginning in 2025, Mr. Mariani will also be eligible to receive annual equity awards at the discretion of the Board.
The Mariani Employment Agreement also provides for other customary benefits which include participation in employee benefit plans, paid time off and reimbursement of certain business-related expenses, including entertainment and travel expenses. In addition, the Mariani Employment Agreement provides for certain termination benefits in the event of termination without “Cause,” voluntary termination of employment for “Good Reason,” or in the event of a “Change of Control” of the Company, each as defined in the Mariani Employment Agreement.
38
Grants of Plan-Based Awards
The following table provides information regarding plan-based awards granted to our named executive officers in 2024:
| Name | Grant date |
Number of Shares
of Underlying Common Stock (#) |
Exercise or
base price of option awards ($/Sh) |
Grant date fair
value of stock and option awards ($) (1) |
||||||||||
| Phillip P. Chan, MD, PhD | ||||||||||||||
| Options (2) | 3/29/2024 | 129,998 | 0.9500 | 85,092 | ||||||||||
| RSU (3) | 4/2/2024 | 96,000 | — | 91,680 | ||||||||||
| Options (4) | 4/2/2024 | 124,000 | 0.9550 | 84,796 | ||||||||||
| Vincent J. Capponi, MS | ||||||||||||||
| Options (2) | 3/29/2024 | 48,923 | 0.9500 | 32,023 | ||||||||||
| RSUs (3) | 4/2/2024 | 81,000 | — | 77,355 | ||||||||||
| Options (4) | 4/2/2024 | 101,000 | 0.9550 | 69,068 | ||||||||||
| Options (5) | 10/4/2024 | 100,000 | 1.19 | 84,489 | ||||||||||
| Options (6) | 10/4/2024 | 50,000 | 1.19 | 42,245 | ||||||||||
| Kathleen P. Bloch, CPA | ||||||||||||||
| Options (2) | 3/29/2024 | 49,038 | 0.9500 | 32,099 | ||||||||||
| RSUs (3) | 4/2/2024 | 65,000 | — | 62,075 | ||||||||||
| Options (4) | 4/2/2024 | 87,000 | 0.9550 | 59,494 | ||||||||||
| Efthymios N. Deliargyris, MD | ||||||||||||||
| Options (2) | 3/29/2024 | 47,088 | 0.9500 | 30,822 | ||||||||||
| RSUs (3) | 4/2/2024 | 61,000 | — | 58,255 | ||||||||||
| Options (4) | 4/2/2024 | 86,000 | 0.9550 | 58,810 | ||||||||||
| Options (5) | 10/4/2024 | 100,000 | 1.1900 | 84,489 | ||||||||||
| Options (6) | 10/4/2024 | 50,000 | 1.1900 | 42,245 | ||||||||||
| Peter J. Mariani | ||||||||||||||
| RSUs (7) | 8/14/2024 | 110,000 | — | 106,315 | ||||||||||
| RSUs (8) | 8/14/2024 | 65,000 | — | 62,823 | ||||||||||
| RSUs (9) | 8/14/2024 | 175,000 | — | 169,138 | ||||||||||
| Options (10) | 8/14/2024 | 80,000 | 0.9665 | 55,390 | ||||||||||
| Options (11) | 8/14/2024 | 215,000 | 0.9665 | 141,877 | ||||||||||
| (1) | The value of awards granted to our named executive officers is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables that accompany this Compensation Discussion and Analysis, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their statements of operations over the period that the recipient of the award is required to render service in exchange for the award. |
| (2) | Reporting person participated in a voluntary salary reduction for the period from April 1, 2024, to December 31, 2024, and these stock options were granted in connection with the salary reduction. These stock options were issued pursuant to the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan. The shares underlying these stock options will vest fully on January 31, 2025, except as set forth on the corresponding nonqualified stock option agreement and subject to the reporting person's continued service as of the applicable vesting date. The closing stock price on March 29, 2024, was $0.95. |
| (3) | Represents restricted stock units granted April 2, 2024, which vest in equal parts at the first and second year anniversaries of the date of grant, subject to the reporting person’s continued service as of the applicable vesting date. |
| (4) | Represents stock options granted pursuant to the Company’s 2014 Long-Term Incentive Plan, which vested as to one-half of the award on the first year anniversary of the date of grant, one-fourth of the award on the second year anniversary of the date of grant, and one-fourth of the award on the third year anniversary of the date of grant, subject to the reporting person’s continued service as of the applicable vesting date. The closing stock price on April 2, 2024, was $0.9550. |
| (5) | These stock options were granted pursuant to the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan, which will vest immediately upon the Company’s achievement of U.S. Food and Drug Administration clearance or approval of DrugSorb-ATR, subject to the Company’s receipt of such clearance or approval prior to June 30, 2026, and the reporting person’s continued service as of the applicable vesting date. |
39
| (6) | These stock options were granted pursuant to the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan, which will vest immediately upon the Company’s achievement of Health Canada clearance or approval of DrugSorb-ATR before, subject to the Company’s receipt of such clearance or approval prior to June 30, 2026, and the reporting person’s continued service as of the applicable vesting date. |
| (7) | Represents restricted stock units received as a signing bonus that will be settled into Common Stock upon vesting of the earlier of (i) a “Change In Control” of the Company, as defined in the Mariani Employment Agreement, or (ii) the fourth anniversary from the date of grant, subject to Mr. Mariani’s continued service as of the applicable vesting date. |
| (8) | Represent restricted stock units granted August 14, 2024, which shall vest as to one-half of the award on each of the first and second anniversaries of the date of grant, subject to Mr. Mariani’s continued service as of the applicable vesting date. |
| (9) | Represent restricted stock units granted August 14, 2024, that will be settled into Common Stock upon a “Change In Control” of the Company, as defined in the reporting person’s employment agreement, subject to Mr. Mariani’s continued service as of the applicable vesting date. |
| (10) | These stock options granted August 14, 2024, vest in accordance with the following schedule: (i) 41,000 upon the six-month anniversary of the date of grant, and (ii) 13,000 on the one-year, two-year and three-year anniversaries of the date of grant, subject to Mr. Mariani’s continued service as of the applicable vesting date. |
| (11) | These stock options will vest upon the achievement of certain milestones pursuant to the terms of the Mariani Employment Agreement, subject to Mr. Mariani’s continued service as of the applicable vesting date. |
40
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the equity awards we have made to our named executive officers that have not been exercised and remained outstanding as of December 31, 2024.
| Option Award | Stock Awards | |||||||||||||||||
| Name |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Equity
incentive plan awards: number of securities underlying unexercised unearned options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (1) |
Equity incentive
plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (2) |
||||||||||||
| Phillip P. Chan, MD, PhD | 7,000 | 8.070 | 4/8/2025 | |||||||||||||||
| 77,600 | 4.690 | 6/7/2026 | ||||||||||||||||
| 95,200 | 5.600 | 2/24/2027 | ||||||||||||||||
| 70,650 | 7.900 | 3/15/2028 | ||||||||||||||||
| 80,000 | 7.330 | 7/22/2029 | ||||||||||||||||
| 80,000 | 6.030 | 2/28/2030 | ||||||||||||||||
| 96,000 | 8.990 | 4/12/2031 | ||||||||||||||||
| 79,500 | 26,500 | 1.950 | 8/10/2032 | |||||||||||||||
| 240,000 | 1.950 | 8/10/2032 | ||||||||||||||||
| 56,000 | 56,000 | 3.530 | 7/07/2033 | |||||||||||||||
| 24,000 | 24,000 | 3.530 | 7/07/2033 | |||||||||||||||
| 129,998 | 0.9500 | 3/29/2034 | ||||||||||||||||
| 124,000 | 0.9550 | 4/2/2034 | ||||||||||||||||
| 341,000 | $ | 310,310 | ||||||||||||||||
| Vincent J. Capponi, MS | 6,600 | 8.070 | 4/8/2025 | |||||||||||||||
| 73,200 | 4.690 | 6/7/2026 | ||||||||||||||||
| 89,250 | 5.600 | 2/24/2027 | ||||||||||||||||
| 66,210 | 7.900 | 3/15/2028 | ||||||||||||||||
| 68,000 | 7.330 | 7/22/2029 | ||||||||||||||||
| 68,000 | 6.030 | 2/28/2030 | ||||||||||||||||
| 78,200 | 8.990 | 4/12/2031 | ||||||||||||||||
| 64,500 | 21,500 | 1.950 | 8/10/2032 | |||||||||||||||
| 250,000 | 1.950 | 8/10/2032 | ||||||||||||||||
| 21,000 | 21,000 | 3.530 | 7/07/2033 | |||||||||||||||
| 45,500 | 45,500 | 3.530 | 7/07/2033 | |||||||||||||||
| 48,923 | 0.9500 | 3/29/2034 | ||||||||||||||||
| 101,000 | 0.9550 | 4/2/2034 | ||||||||||||||||
| 150,000 | 1.1900 | 10/4/2034 | ||||||||||||||||
| 312,334 | $ | 284,224 | ||||||||||||||||
| Kathleen P. Bloch, CPA | 5,600 | 8.070 | 4/8/2025 | |||||||||||||||
| 47,793 | 5.600 | 2/24/2027 | ||||||||||||||||
| 56,100 | 7.900 | 3/15/2028 | ||||||||||||||||
| 60,000 | 7.330 | 7/22/2029 | ||||||||||||||||
| 60,000 | 6.030 | 2/28/2030 | ||||||||||||||||
| 69,000 | 8.990 | 4/12/2031 | ||||||||||||||||
| 56,250 | 18,750 | 1.950 | 8/10/2032 | |||||||||||||||
| 215,000 | 1.950 | 8/10/2032 | ||||||||||||||||
| 20,000 | 3.370 | 3/31/2033 | ||||||||||||||||
| 20,000 | 3.530 | 7/07/2033 | ||||||||||||||||
| 20,000 | 10,000 | 1.980 | 9/18/2033 | |||||||||||||||
| 49,038 | 0.9500 | 3/29/2034 | ||||||||||||||||
| 87,000 | 0.9550 | 4/2/2034 | ||||||||||||||||
| 8.070 | 4/8/2025 | |||||||||||||||||
| 256,500 | $ | 233,415 | ||||||||||||||||
| Efthymios N. Deliargyris, MD | 85,500 | 6.590 | 4/09/2030 | |||||||||||||||
| 63,250 | 8.990 | 4/12/2031 | ||||||||||||||||
| 55,500 | 18,500 | 1.950 | 8/10/2032 | |||||||||||||||
| 300,000 | 1.950 | 8/10/2032 | ||||||||||||||||
| 39,000 | 39,000 | 1.950 | 7/07/2033 | |||||||||||||||
| 20,000 | 20,000 | 1.950 | 7/07/2033 | |||||||||||||||
| 47,088 | 0.9500 | 3/29/2034 | ||||||||||||||||
| 86,000 | 0.9550 | 4/2/2034 | ||||||||||||||||
| 100,000 | 1.1900 | 10/4/2034 | ||||||||||||||||
| 50,000 | 1.1900 | 10/4/2034 | ||||||||||||||||
| 254,334 | $ | 231,444 | ||||||||||||||||
| Peter J. Mariani | — | 80,000 | 0.9000 | 8/14/2034 | ||||||||||||||
| 215,000 | 0.9000 | 8/14/2034 | ||||||||||||||||
| 350,000 | $ | 318,500 | ||||||||||||||||
| (1) | Amount includes (i) restricted stock units held by each of the named executive officers that will vest upon a “Change in Control” of the Company, as defined in the Company’s 2014 Long-Term Incentive Plan and (ii) the unvested portion of restricted stock units awarded on, July 7, 2023, September 18, 2023, April 2, 2024, and August 14, 2024. |
| (2) | Based on the $0.9100 per share closing price of our Common Stock on December 31, 2024, as reported by Nasdaq. |
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Option Exercises and Stock Vested
The following table provides information regarding options that were exercised by our named executive officers and stock awards held by our named executive officers that vested, in each case, during 2024.
| Option Awards | Stock Awards | |||||||||||||||
| Name |
Number of Shares
Acquired on Exercise (#) |
Value
Realized on Exercise ($) |
Number
of Shares Acquired on Vesting (#) |
Value Realized
on Vesting ($) (1) |
||||||||||||
| Phillip P. Chan, MD, PhD | — | — | 84,334 | 80,367 | ||||||||||||
| Vincent J. Capponi, MS | — | — | 71,667 | 68,384 | ||||||||||||
| Kathleen P. Bloch, CPA | — | — | 28,501 | 33,626 | ||||||||||||
| Efthymios N. Deliargyris, MD | — | — | 74,000 | 68,966 | ||||||||||||
| Peter J. Mariani | — | — | — | — | ||||||||||||
| (1) | Based upon the closing price of our Common Stock at the vesting date, as reported on Nasdaq. |
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Potential Payments Upon Termination or Change of Control
In this section, we describe payments that may be made to our named executive officers upon several events of termination of employment, including termination in connection with a change of control.
Employment Agreements
Termination Following a Change of Control . The existing employment agreements with Dr. Chan, Mr. Capponi, Mr. Mariani, and Dr. Deliargyris provide for benefits upon specified termination of employment events within twelve (12) months of a change of control and upon termination of employment events at any time for reasons unrelated to a change of control. Under the employment agreements, a “Change of Control” occurs if:
| ● | one person acquires more ownership of more than 50% of the total fair market value or total voting power of the stock; |
| ● | a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or |
| ● | in the event of the sale of all or substantially all of our assets. |
Upon the termination of a named executive officer’s employment within twelve (12) months following a Change of Control either without Cause (as defined in the applicable executive officer’s employment agreement) or for “Good Reason” by the named executive officer, the named executive officer will receive, following execution of a release:
| ● | the Accrued Obligations (as defined in the applicable executive officer’s employment agreement); |
| ● | a lump sum payment equal to eighteen (18) months’ base salary with respect Dr. Chan, Mr. Capponi, and Mr. Mariani and a lump sum payment equal to twelve (12) months’ base salary with respect to Dr. Deliargyris; and |
| ● | full payment of COBRA premiums for the earlier of twelve (12) months or until the named executive officer becomes eligible to participate in another employer’s group health plan; and |
| ● | any Bonus (as defined in the applicable executive officer’s employment agreement) or Target Bonus (as defined in the applicable executive officer’s employment agreement) due for the calendar year of such termination, pro-rated based on the number of days the named executive officer was actively employed by the Company during such year. |
In addition, any and all stock options and or restricted stock units or other equity or equity-based awards will vest upon a “Change of Control” as defined in the employment agreements, including for the avoidance of doubt, any restricted stock units which vest under their terms only upon a Change of Control as defined in the Company’s 2014 Long Term Incentive Plan.
Definition of Good Reason. Under the employment agreements, “Good Reason” means the occurrence of any of the following events, without the named executive officer’s consent:
| ● | a material reduction in the named executive officer’s base salary; |
| ● | a relocation of the named executive officer’s principal place of employment by more than 30 miles, if it results in a longer commute for the named executive officer; |
| ● | any material breach by the Company of any material provision of the named executive officer’s employment agreement; or |
| ● | a material, adverse change in the named executive officer’s duties or responsibilities. |
Termination Without Cause or for Good Reason, or as a result of Death or Disability . Upon the termination of a named executive officer without Cause, upon the voluntary termination by the named executive officer for Good Reason, or as a result of death or Disability (as defined in the applicable executive officer’s employment agreement), the named executive officer is entitled to receive, following execution of a release:
| ● | The Accrued Obligations (as defined in the applicable executive officer’s employment agreement); |
| ● | an amount equal to (i) with respect to Dr. Chan, twelve (12) months of base salary, (ii) with respect to Mr. Capponi, fifteen (15) months of base salary and, (iii) with respect to Dr. Deliargyris, six (6) months of base salary plus three (3) weeks’ base salary for every full year of service to the Company, (IV) with respect to Mr. Mariani, nine (9) months of base salary plus three (3) weeks’ base salary for every full year of service to the Company, payable in accordance with our regular payroll practices; |
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| ● | full payment of COBRA premiums for the earlier of twelve (12) months or until the named executive officer becomes eligible to participate in another employer’s group health plan; and |
| ● | with respect to Dr. Chan, Mr. Capponi, Mr. Mariani, and Dr. Deliargyris any Target Bonus (as defined in the applicable executive officer’s employment agreement) due for the calendar year of such termination, pro-rated based on the number of days the named executive officer was actively employed by the Company during such year. |
In addition, any and all stock options and or restricted stock units or other equity or equity-based awards (excluding any such restricted stock units that vest only upon a “Change in Control” as defined in the employment agreements) shall become fully vested and exercisable on the termination date.
Termination for Cause or Expiration of the Employment Agreement . If a named executive officer is terminated for Cause, or if a named executive officer’s employment agreement expires, the named executive would be entitled to any accrued but unpaid base salary, and any accrued but unused vacation, reimbursement for unreimbursed business expenses properly incurred through the termination date by the named executive officer, and any employee benefits to which the named executive officer may be entitled as of the date of termination.
Table of Benefits Upon Termination Events
The following tables show potential payments to each of our named executive officers upon termination of employment, including without limitation a change of control, assuming a December 31, 2024, termination date. In connection with the amounts shown in the tables below:
| ● | Amounts shown under Stock Options and Restricted Stock Units reflect the value of the option and restricted stock unit as to which vesting will be accelerated upon the occurrence of the termination event and are equal to the product of the number of shares underlying each option multiplied by the difference between the exercise price of each option and the $0.9100 per share closing price of our Common Stock on December 31, 2024, as reported on Nasdaq. |
| ● | Amounts shown under Health and Welfare benefits assume COBRA premiums will be paid for a period of twelve (12) months following each applicable termination event. |
Phillip P. Chan, MD, PhD
| Payment Type |
Termination
following Change of Control |
Termination
Without Cause or Voluntary Termination for Good Reason |
Termination
for Cause or Expiration of Employment Agreement |
Death or
Disability |
||||||||||||
| Severance payment | $ | 724,277 | $ | 482,851 | — | $ | 482,851 | |||||||||
| Health and Welfare Benefits | — | — | — | — | ||||||||||||
| Stock Options | — | — | — | — | ||||||||||||
| Restricted Stock Units | $ | 310,310 | $ | 113,750 | — | $ | 113,750 | |||||||||
| Excise Tax and Gross-Ups | — | — | — | — | ||||||||||||
| TOTAL | $ | 1,034,587 | $ | 596,601 | — | $ | 596,601 | |||||||||
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Vincent J. Capponi, MS
| Payment Type |
Termination
following Change of Control |
Termination
Without Cause or Voluntary Termination for Good Reason |
Termination
for Cause or Expiration of Employment Agreement |
Death or
Disability |
||||||||||||
| Severance payment | $ | 636,000 | $ | 530,000 | — | $ | 530,000 | |||||||||
| Health and Welfare Benefits | $ | 19,672 | $ | 19,672 | — | $ | 19,672 | |||||||||
| Stock Options | — | — | — | — | ||||||||||||
| Restricted Stock Units | $ | 284,224 | $ | 95,854 | — | $ | 95,854 | |||||||||
| Excise Tax and Gross-Ups | — | — | — | — | ||||||||||||
| TOTAL | $ | 939,896 | $ | 645,526 | — | $ | 645,526 | |||||||||
Efthymios N. Deliargyris, MD
| Payment Type |
Termination
following Change of Control |
Termination
Without Cause or Voluntary Termination for Good Reason |
Termination
for Cause or Expiration of Employment Agreement |
Death or
Disability |
||||||||||||
| Severance payment | $ | 408,100 | $ | 298,227 | — | $ | 298,227 | |||||||||
| Health and Welfare Benefits | $ | 24,228 | $ | 24,228 | — | $ | 24,228 | |||||||||
| Stock Options | — | — | — | — | ||||||||||||
| Restricted Stock Units | $ | 231,444 | $ | 72,194 | — | $ | 72,194 | |||||||||
| Excise Tax and Gross-Ups | — | — | — | — | ||||||||||||
| TOTAL | $ | 663,772 | $ | 394,649 | — | $ | 394,649 | |||||||||
Peter J. Mariani
| Payment Type |
Termination
following Change of Control |
Termination
Without Cause or Voluntary Termination for Good Reason |
Termination
for Cause or Expiration of Employment Agreement |
Death or
Disability |
||||||||||||
| Severance payment | $ | 637,500 | $ | 318,750 | — | $ | 318,750 | |||||||||
| Health and Welfare Benefits | $ | 13,555 | $ | 13,555 | — | $ | 13,555 | |||||||||
| Stock Options | — | — | — | — | ||||||||||||
| Restricted Stock Units | $ | 318,500 | $ | 159,250 | — | $ | 159,250 | |||||||||
| Excise Tax and Gross-Ups | — | — | — | — | ||||||||||||
| TOTAL | $ | 969,555 | $ | 491,555 | — | $ | 491,555 | |||||||||
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Equity Compensation Plan Information
As of December 31, 2024
| Plan category |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average
exercise price of outstanding options, warrants and rights |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | 12,341,914 | $ | 3.55 | 3,700,386 | ||||||||
| Equity compensation plans not approved by security holders | — | $ | — | 653,714 | ||||||||
| Warrants | 4,352,130 | $ | 1.54 | |||||||||
| Total | 16,694,044 | 4,354,100 | ||||||||||
Audit Committee Report
The Audit Committee of the Board oversees CytoSorbents Corporation’s financial reporting process on behalf of the Board. Management is responsible for CytoSorbents Corporation’s disclosure controls and procedures and financial reporting process, including its system of internal control over financial reporting, and for preparing CytoSorbents Corporation’s financial statements in accordance with accounting principles generally accepted in the United States. CytoSorbents Corporation’s independent registered public accounting firm are responsible for auditing those financial statements and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Committee operates under a written charter adopted by the Board, a copy of which is available on CytoSorbents Corporation’s website at www.cytosorbents.com .
The Audit Committee has met and held discussions with management and the independent registered public accounting firm, both separately and together. Management has represented to the Audit Committee that CytoSorbents Corporation’s audited financial statements for 2024 were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the financial statements with management and the independent auditors. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
In addition, the Audit Committee has discussed with the independent registered public accounting firm their independence from CytoSorbents Corporation and its management, including the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning the independent auditor’s independence. Finally, the Audit Committee has discussed with CytoSorbents Corporation’s independent registered public accounting firm the overall scope and plans for their audits, the results of their examinations, their evaluations and assessment of CytoSorbents Corporation’s internal control over financial reporting and the overall quality of CytoSorbents Corporation’s financial reporting.
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In its oversight function, the Audit Committee relies on the representations of management and the independent registered public accounting firm and thus does not have an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies or appropriate internal control over financial reporting, that CytoSorbents Corporation’s financial statements are presented in accordance with accounting principles generally accepted in the United States, that the audit of CytoSorbents Corporation’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States, or that the independent registered public accounting firm are in fact “independent.”
Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm as described above and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board that CytoSorbents Corporation’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
Submitted by:
The Audit Committee of the Board of Directors
Alan D. Sobel, CPA, Chairman
Michael G. Bator
Edward R. Jones, MD, MBA
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Audit and Other Fees
The following table summarizes the aggregate fees billed for professional services rendered to us by WithumSmith+Brown, PC, our independent registered public accounting firm, in fiscal years 2024 and 2023. A description of these fees and services follows the table.
| 2024 | 2023 | |||||||
| Audit Fees (1) | $ | 292,058 | $ | 260,000 | ||||
| Audit Related Fees (2) | 67,589 | 72,040 | ||||||
| Tax Fees (3) | 20,696 | 19,760 | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 380,343 | $ | 351,800 | ||||
| (1) | Fees for audit services in 2024 and 2023 consisted of fees associated with the annual audit and the reviews of CytoSorbents Corporation’s quarterly reports on Form 10-Q along with fees associated with SEC and accounting regulations and compliance consulting. |
| (2) | Fees for audit-related services in 2024 and 2023 are associated with SEC registration and other filings and certain attestations in connection with Company financings and agreements. |
| (3) | Tax fees for 2024 and 2023 were as a result of services associated with the filing of the Company’s Federal and State tax returns and other tax services. |
The Audit Committee has considered whether the provision of these services by WithumSmith+Brown, PC is compatible with maintaining the independence of WithumSmith+Brown, PC. Beginning with 2015, in accordance with the Audit Committee’s pre-approval policies and procedures described below, all fees and services have been and will be pre-approved by the Audit Committee. The Audit Committee did not rely on the waiver of pre-approval procedures permitted with respect to de minimis non-audit services under the applicable rules of the SEC for its approval of any of the services provided by WithumSmith+Brown, PC in 2024 and 2023.
Pre-Approval Policies and Procedures
The Audit Committee has adopted policies and procedures relating to the pre-approval of all audit and non-audit services to be provided by our independent registered public accounting firm. Under these policies and procedures, the Audit Committee approves in advance the provision of services and fees for such services that are specifically identified in the independent registered public accounting firm’s annual engagement letter for the audits and reviews, in management’s annual budget relating to services to be provided by the independent auditors and any amendments to the annual budget reflecting additional services to be provided by or higher fees of the independent registered public accounting firm. All other services to be provided by the independent registered public accounting firm are pre-approved by the Audit Committee as they arise. The Chairman of the Audit Committee has been delegated authority to pre-approve services in accordance with these policies and procedures. The Chairman is to report any such approval of services to the Audit Committee at its next meeting. The Audit Committee considers, among other things, whether the provision of such audit or non-audit services is consistent with applicable regulations regarding maintaining auditor independence, whether the provision of such services would impair the independent registered public accounting firm’ independence and whether the independent registered public accounting firm are best positioned to provide the most effective and efficient service.
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Certain Relationships and Related-Party Transactions
All of our directors and officers complete a Directors and Officers questionnaire in the first calendar quarter of each year, in which they are asked to disclose family relationships and other related party transactions. Our Audit Committee must review and approve or ratify all related party transactions, as defined in Item 404 of Regulation S-K promulgated under the Securities Act of 1933. In examining related party transactions, our Audit Committee considers whether any of our directors, officers, holders of more than five percent (5%) of our voting stock, or any immediate family members of the foregoing persons and any other persons whom the Audit Committee determines to be related parties, have a conflict of interest where an individual may have a private interest which interferes with or appears to interfere with our interests. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable to us than terms generally available to us from an unaffiliated third-party under the same or similar circumstances, and the extent of the related party’s interest in the transaction.
See “Executive Compensation” and “Director Compensation” above for a discussion of director compensation, executive compensation and our named executive officers’ employment agreements.
Stockholder Proposals and Nomination of Director Candidates
Stockholder proposals submitted to us pursuant to SEC Rule 14a-8 under the Exchange Act for inclusion in our proxy statement for the 2026 Annual Meeting must be received by the Company on or before December 24, 2025, unless the date of the annual meeting in 2026 is changed by more than 30 calendar days from June 12, 2026, and must satisfy the requirements of the proxy rules promulgated by the SEC.
Pursuant to our Bylaws, any other Stockholder proposals and Stockholder nominations for director nominees to be presented at the Company’s next annual meeting of Stockholder must be given in writing, pursuant to the requirements of our Bylaws, to the Company’s Secretary and received at the Company’s principal executive offices not later than March 14, 2026, nor earlier than February 12, 2026; provided, however, that in the event that the annual meeting is not held within 30 calendar days before or after June 12, 2026, to be timely, notice by the Stockholder must be received not later than the close of business on the tenth calendar day following the date on which the first public announcement of the date of the annual meeting was made.
In addition to the notice requirements under the Company’s Bylaws, Stockholders who intend to nominate an individual for election to the Board at the Company’s 2026 annual meeting of stockholders and solicit proxies in support of such nominee must also provide notice that sets forth the information required by Exchange Act Rule 14a-19 to the Secretary of the Company not later than April 13, 2026.
For a proposal to be presented at the annual meeting, the proposal must contain specific information required by our Bylaws, a copy of which may be obtained by accessing the SEC’s EDGAR filing database at www.sec.gov or by writing to the Company’s Secretary. If a proposal is not timely and properly made in accordance with the procedures set forth in our Bylaws, it will be defective and may not be brought before the meeting.
Householding of Annual Meeting Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks and nominees) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies and intermediaries. Under this process, stockholders of record who have the same address and last name and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the Notice for all stockholders having that address. The Notice for each stockholder will include that stockholder’s unique control number needed to vote his or her shares.
If you would like to receive a separate Notice, please contact our investor relations department at our offices located at 305 College Road East, Princeton, New Jersey 08540; telephone (732) 329-8885.
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For those stockholders who have the same address and last name and who request to receive a printed copy of the Proxy Materials by mail, we will send only one copy of such materials to each address unless one or more of those stockholders notifies us, in the same manner described above, that they wish to receive a printed copy for each stockholder at that address.
If you are a beneficial owner, you can request information about householding from your broker, bank or nominee.
Other Matters
The Board does not know of any matters to be presented at the virtual Annual Meeting other than those listed in the Notice of Annual Meeting of Stockholders that accompanies this Proxy Statement. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with their best judgment on such matters insofar as the proxies are not limited to the contrary.
To the extent that information contained in this Proxy Statement is within the knowledge of persons other than our management, we have relied on such persons for the accuracy and completeness thereof.
This Proxy Statement and our Annual Report are available at www.proxyvote.com . Alternatively, upon the receipt of a written request from any stockholder entitled to vote at the forthcoming Annual Meeting, we will mail, at no charge to the stockholder, a copy of our Annual Report, including the financial statements and schedules required to be filed with the SEC pursuant to Rule 13a-1 under the Exchange Act, for CytoSorbents Corporation’s most recent fiscal year. Requests from beneficial owners of our voting securities must set forth a good faith representation that, as of the Record Date for the Annual Meeting, the person making the request was the beneficial owner of securities entitled to vote at such meeting. Written requests for such report should be directed to:
Effie Perdikis, Executive Assistant
CytoSorbents Corporation
305 College Road East
Princeton, New Jersey 08540
If you would like us to send you a copy of the exhibits listed on the exhibit index of the Annual Report, we will do so upon your payment of our reasonable expenses in furnishing a requested exhibit.
The Annual Meeting will be a virtual meeting and you may attend by going to www.virtalshareholdermeeting.com/CTSO2025 at the time of the meeting, and you will be able to vote your shares during the meeting. To vote, you will need the 16-digit control number included on your proxy card, voter instruction card or Notice. Even if you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions in advance so that your vote will be counted if you later decide not to attend the Annual Meeting. Also, the Notice and the proxy card contain instructions for record holders who want to vote their shares via the Internet. If you have requested the Proxy Materials to be sent to you by mail, for your convenience, a return envelope is enclosed requiring no additional postage if mailed in the United States.
| By Order of the Board of Directors, | ||
| /s/ Peter J. Mariani | ||
| Peter J. Mariani | ||
| Chief Financial Officer and Secretary | ||
| Dated: April 23, 2025 |
| 50 |
| 51 |
| 52 |