Name and Address of Beneficial Owners
|
| |
Class of Stock
|
| |
Amount and Nature
of Beneficial Ownership |
| |
Percent of
Class |
|
Thomas, McNerney & Partners II, L.P.
TMP Nominee II, LLC TMP Associates II, L.P. 45 South 7th Street Suite 3060 Minneapolis, MN 55402 |
| |
Common
|
| |
11,175,747 (a)
|
| |
29.6%
|
|
|
Series A
Convertible Preferred |
| |
95,500 (a)
|
| |
100%
|
| ||
|
Series A
Exchangeable Preferred |
| |
54,500 (a)
|
| |
100%
|
| ||
Acuta Capital Partners LLC 1301 Shoreway Road, Suite 350 Belmont, CA 94002 |
| |
Common
|
| |
4,179,838 (b)
|
| |
14.8%
|
|
Norman H. Pessin and affiliates 366 Madison Avenue, 14th Floor New York, NY 10017 |
| |
Common
|
| |
2,524,810 (c)
|
| |
8.9%
|
|
Deerfield Mgmt, L.P. 780 Third Avenue, 37th Floor New York, NY 10017 |
| |
Common
|
| |
1,816,489 (d)
|
| |
6.4%
|
|
Name and Address of Beneficial Owners
|
| |
Class of Stock
|
| |
Amount and Nature
of Beneficial Ownership |
| |
Percent of
Class |
|
Thomas M. Patton c/o CAS Medical Systems, Inc. 44 East Industrial Road Branford, CT 06405 |
| |
Common
|
| |
1,623,389 (e)
|
| |
5.6%
|
|
Name of Beneficial Owner
|
| |
Common Stock
Deemed to be Beneficially Owned (a) |
| |
Options
Exercisable Within 60 Days (b) |
| |
Percent
of Class |
| ||||||
Alan W. Milinazzo
|
| | | | 12,500 | | | | | | 22,500 | | | |
*
|
|
Paul A. Molloy
|
| | | | 12,500 | | | | | | 22,500 | | | |
*
|
|
Gregory P. Rainey
|
| | | | 40,431 | | | | | | 42,500 | | | |
*
|
|
James E. Thomas
|
| | | | 11,057,293 (c) | | | | | | 42,500 | | | |
29.4%
|
|
Kathleen A. Tune
|
| | | | 33,454 | | | | | | 42,500 | | | |
*
|
|
Kenneth R. Weisshaar
|
| | | | 40,303 | | | | | | 42,500 | | | |
*
|
|
Thomas M. Patton
|
| | | | 948,389 (d) | | | | | | 675,000 | | | |
5.6%
|
|
Jeffery A. Baird
|
| | | | 214,734 | | | | | | 172,500 | | | |
1.4%
|
|
John K. Gamelin
|
| | | | 135,757 | | | | | | 210,000 | | | |
1.2%
|
|
All current executive officers and directors as a group (10) |
| | | | 12,630,908 | | | | | | 1,428,750 | | | |
36.0%
|
|
Name
|
| |
Age
|
| |
Year First
Became Director |
| |
Principal Occupation
During the Past Five Years |
|
Alan W. Milinazzo
|
| |
57
|
| |
2015
|
| |
Mr. Milinazzo is currently a Partner of the consulting firm of Heidrick & Struggles. From 2013 to 2016, he served as President and Chief Executive Officer of InspireMD, Inc., a publicly-traded interventional device company focused on developing novel embolic protection products. From 2005 to 2012, he served as Chief Executive Officer and Director of Orthofix International, N.V., a publicly-traded global orthopedic company. From 2002 to 2005, he served as Vice President of the vascular business as well as Vice President and G.M. of the coronary and peripheral businesses at Medtronic Inc. Mr. Milinazzo also served in executive positions at Boston Scientific Corporation. In addition to being a board member on the board of the Musculoskeletal Transplant Foundation, he serves on the board of Flexion Therapeutics Inc. He formerly served on the boards of InspireMD, Inc.; Orthofix International, N.V.; Medpace; and HET Systems. Mr. Milinazzo graduated cum laude from Boston College. He is an experienced senior executive and board director, developing high-growth, profitable, global healthcare businesses, including biologics and therapeutic devices. With his expertise in management and marketing within the healthcare industry, Mr. Milinazzo provides the Board the expanded ability to evaluate key decisions on business development and operations.
|
|
Name
|
| |
Age
|
| |
Year First
Became Director |
| |
Principal Occupation
During the Past Five Years |
|
Paul A. Molloy
|
| |
55
|
| |
2015
|
| |
Mr. Molloy is currently the Chief Executive Officer of ClearFlow Inc., a commercial-stage medical device company focused on post-surgical wound management. From 2010 to 2013, Mr. Molloy served as the President of the Vascular Division of Teleflex Inc. (NYSE: TFX) and as the Chief Executive Officer of VasoNova, Inc., a vascular ultrasound navigation technology company, which was acquired by Teleflex. From 2008 to 2010, Mr. Molloy served as the President and Chief Executive Officer of MiCardia Corporation, a medical device company focused on cardiology. Mr. Molloy has over 25 years of management experience in the medical device industry and currently serves on the Board of Directors of privately-held ClearFlow Inc. and Velano Vascular, Inc. He is a graduate of the Instituut der Bedrijfswetenschappen, Utrecht, Netherlands, and has an M.B.A. from the University of Chicago Booth School of Business. Mr. Molloy has extensive experience in finance as well as sales and marketing, adding to the Board’s ability to evaluate key business initiatives and program development.
|
|
Thomas M. Patton
|
| |
53
|
| |
2010
|
| |
Mr. Patton has served as CASMED’s President and Chief Executive Officer and as a member of the CASMED Board of Directors since August 2010. He previously served as the CEO of Wright Medical Group, an orthopedic device company, located in Memphis, Tennessee, and as President of Novametrix Medical Systems, a patient-monitoring company, located in Wallingford, Connecticut. From 2003 to 2010, Mr. Patton acted as an advisor to the healthcare-focused private equity group of Ferrer Freeman & Company and, in that capacity, served as the interim CEO of Informed Medical Communications on a part-time basis in 2006 and 2007. Mr. Patton is a co-founder and CEO of QDx, Inc., a start-up company that developed a platform for hematology diagnostics beginning in 2003. He also serves on the Board of Directors of Misonix, Inc. Mr. Patton attended The College of the Holy Cross, where he majored in Economics and Accounting. After graduating magna cum laude from Georgetown University Law Center, Mr. Patton worked at the law firm of Williams & Connolly in Washington, D.C. Thereafter, he joined Wright Medical Group as its General Counsel where he served in various executive roles until being appointed CEO. Mr. Patton has extensive experience in the medical device industry and, as President and Chief Executive Officer, provides the Board with primary knowledge of CASMED’s business operations.
|
|
Name
|
| |
Age
|
| |
Year First
Became Director |
| |
Principal Occupation
During the Past Five Years |
|
Gregory P. Rainey
|
| |
64
|
| |
2010
|
| |
Mr. Rainey is currently President of CCI Performance Group, LLC, which provides strategic and sales management consulting services for healthcare companies. From 1994 to 2004, Mr. Rainey was employed by Stryker Corporation where he held various sales management positions including the position of Vice President of Sales. Mr. Rainey has also held various sales positions with Joint Medical Corporation and U.S. Surgical Corporation. He served on the Board of Directors of RTI Biologics, Inc., a leading provider of sterile biological implants, until December 2013 and served on the Board of Directors of NuOrtho Surgical, Inc. until October 2011. Mr. Rainey also serves as a Board member and Chairman of the Marketing Committee of The Community Foundation of Middlesex County, a non-profit entity dedicated to philanthropy in Middlesex County, Connecticut. Mr. Rainey is a graduate of Loyola University with a B.S. in Biology. Mr. Rainey’s extensive experience is valuable to the Board’s ability to assess our sales management and product distribution strategies.
|
|
James E. Thomas
|
| |
56
|
| |
2011
|
| |
Mr. Thomas is a co-founder of Thomas, McNerney & Partners and has been investing in health care companies since 1992. He previously headed Warburg Pincus LLC’s medical technology private equity practice, where he had responsibility for investments in biotechnology, pharmaceutical, medical device, and diagnostic companies. Mr. Thomas is currently a board member of Clarus Therapeutics, Inc. and Keystone Dental, Inc. Prior to joining Warburg, he was a Vice President at Goldman Sachs International in London. He graduated magna cum laude with a B.S. in Economics from the Wharton School at the University of Pennsylvania and received a M.Sc. in Economics from the London School of Economics. Mr. Thomas’s extensive experience in the health care and investment industries is valuable to the Board’s ability to assess our business initiatives and financing alternatives.
|
|
Name
|
| |
Age
|
| |
Year First
Became Director |
| |
Principal Occupation
During the Past Five Years |
|
Kathleen A. Tune
|
| |
52
|
| |
2011
|
| |
Ms. Tune is currently an advisor to Thomas, McNerney & Partners and Managing Partner at Eyrie Partners, a healthcare advisory firm. She was employed by Thomas, McNerney & Partners from 2003 to 2016, and during that time was Partner in the firm. From 2000 to 2003, Ms. Tune was employed by Piper Jaffray Companies, where she was a health care analyst focused on medical technology companies. While at Piper, she covered companies in the medical device, medical supply, and diagnostic areas. Ms. Tune was also employed by Solvay, S.A. (in a division that is now part of Zoetis), where she was responsible for new product development and was also a Senior Scientist at the University of Minnesota. Ms. Tune currently serves on the Board of Directors of VertiFlex, Inc. and the non-profit Mid-America Health Care Investors Network (MHIN). Her educational background includes an M.S. degree in Microbiology from the University of Minnesota and an M.B.A. from the University of Minnesota’s Carlson School of Management. Ms. Tune’s extensive experience in the medical device industry and finance is valuable to the Board’s ability to evaluate key business decisions.
|
|
Kenneth R. Weisshaar
|
| |
66
|
| |
2010
|
| |
Mr. Weisshaar previously served as a member of the Board of Directors of Orthofix International, N.V., a Nasdaq-listed orthopedic device company, Digene Corporation, a publicly-traded biotechnology company focused on women’s health and molecular diagnostic testing, and CenterLight Health System, a large non-profit nursing home and managed care organization located in the New York City area. Mr. Weisshaar spent 12 years as a corporate officer at Becton Dickinson and Company, a medical technology company where, at different times, he was responsible for global businesses in medical devices and diagnostic products and served as Chief Financial Officer and Vice President, Strategic Planning. Mr. Weisshaar was also employed by McKinsey and Company primarily as a healthcare and manufacturing consultant. Mr. Weisshaar received a B.S. in Chemical Engineering from the Massachusetts Institute of Technology and an MBA from the Harvard Business School. Mr. Weisshaar, our audit committee chairman, has extensive operating and financial management experience in the medical device market, which is valuable to the Board’s ability to oversee finances and operations as well as to evaluate business alternatives.
|
|
| |
The Board of Directors recommends that stockholders vote FOR the nominees described in Proposal 1.
|
| |
Name
|
| |
Age
|
| |
Position
|
| |||
Thomas M. Patton
|
| | | | 53 | | | | President and Chief Executive Officer | |
Jeffery A. Baird
|
| | | | 63 | | | | Chief Financial Officer and Secretary | |
Paul B. Benni
|
| | | | 49 | | | | Chief Scientific Officer | |
John K. Gamelin
|
| | | | 51 | | | | Vice President – Research and Development | |
Name (a)
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards (b) |
| |
StockOption
Awards (b) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||
Alan Milinazzo
|
| | | $ | 30,000 | | | | | $ | — | | | | | $ | — | | | | | | — | | | | | $ | 30,000 | | |
Paul Molloy
|
| | | $ | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 30,000 | | |
Gregory Rainey
|
| | | $ | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 30,000 | | |
James Thomas
|
| | | $ | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 30,000 | | |
Kathleen Tune
|
| | | $ | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 30,000 | | |
Kenneth Weisshaar
|
| | | $ | 35,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 35,000 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Stock
Awards (a) |
| |
Option
Awards (a) |
| |
Non-Equity
Incentive Plan Compensation (b) |
| |
All Other
Compensation (c) |
| |
Total
|
| |||||||||||||||||||||
Thomas M. Patton
President and Chief Executive Officer |
| | | | 2016 | | | | | $ | 332,720 | | | | | $ | — | | | | | $ | — | | | | | $ | 167,832 | | | | | $ | 1,726 | | | | | $ | 502,278 | | |
| | | 2015 | | | | | $ | 337,026 | | | | | $ | 246,000 | | | | | $ | — | | | | | $ | 125,289 | | | | | $ | — | | | | | $ | 708,315 | | | ||
Jeffery A. Baird
Chief Financial Officer |
| | | | 2016 | | | | | $ | 230,976 | | | | | $ | — | | | | | $ | — | | | | | $ | 76,767 | | | | | $ | 3,509 | | | | | $ | 311,252 | | |
| | | 2015 | | | | | $ | 233,877 | | | | | $ | 98,400 | | | | | $ | — | | | | | $ | 52,984 | | | | | $ | 3,708 | | | | | $ | 388,969 | | | ||
John K. Gamelin
Vice President – R&D |
| | | | 2016 | | | | | $ | 209,305 | | | | | $ | — | | | | | $ | — | | | | | $ | 69,558 | | | | | $ | — | | | | | $ | 278,863 | | |
| | | 2015 | | | | | $ | 211,902 | | | | | $ | 98,400 | | | | | $ | — | | | | | $ | 48,008 | | | | | $ | — | | | | | $ | 358,310 | | |
Name
|
| |
Grant
Date |
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/sh) |
| |
Grant Date
Fair Value of Stock and Option Awards |
| ||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |||||||||||||||||||||||||||||||||||||||||
Thomas M. Patton
|
| | | | — | | | | | $ | 0 | | | | | $ | 170,500 | | | | | $ | 255,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeffery A. Baird
|
| | | | — | | | | | $ | 0 | | | | | $ | 71,100 | | | | | $ | 106,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John K. Gamelin
|
| | | | — | | | | | $ | 0 | | | | | $ | 64,500 | | | | | $ | 96,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
Name (a)
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Numberof
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($) (b) |
| ||||||||||||||||||
Thomas M. Patton
|
| | | | 350,000 | | | | | | 0 | | | | | $ | 2.10 | | | | | | 8/27/2020 | | | | | | | | | | | | | | |
| | | 100,000 | | | | | | 0 | | | | | $ | 1.69 | | | | | | 12/8/2021 | | | | | | | | | | | | | | | ||
| | | 100,000 | | | | | | 0 | | | | | $ | 2.18 | | | | | | 12/17/2022 | | | | | | | | | | | | | | | ||
| | | 75,000 | | | | | | 25,000 | | | | | $ | 1.87 | | | | | | 12/16/2023 | | | | | ||||||||||||
| | | 50,000 | | | | | | 50,000 | | | | | $ | 1.79 | | | | | | 12/18/2024 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 262,500 | | | | | $ | 422,625 | | |
Jeffery A. Baird
|
| | | | 50,000 | | | | | | 0 | | | | | $ | 3.16 | | | | | | 1/7/2021 | | | | | | | | | | | | | | |
| | | 25,000 | | | | | | 0 | | | | | $ | 1.69 | | | | | | 12/8/2021 | | | | | | | | | | | | | | | ||
| | | 40,000 | | | | | | 0 | | | | | $ | 2.18 | | | | | | 12/17/2022 | | | | | | | | | | | | | | | ||
| | | 37,500 | | | | | | 12,500 | | | | | $ | 1.87 | | | | | | 12/16/2023 | | | | | | | | | | | | | | | ||
| | | 20,000 | | | | | | 20,000 | | | | | $ | 1.79 | | | | | | 12/18/2024 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,000 | | | | | $ | 72,450 | | |
John K. Gamelin
|
| | | | 44,000 | | | | | | 0 | | | | | $ | 3.00 | | | | | | 11/19/2020 | | | | | | | | | | | | | | |
| | | 56,000 | | | | | | 0 | | | | | $ | 1.69 | | | | | | 12/8/2021 | | | | | | | | | | | | | | | ||
| | | 60,000 | | | | | | 0 | | | | | $ | 2.18 | | | | | | 12/17/2022 | | | | | | | | | | | | | | | ||
| | | 30,000 | | | | | | 10,000 | | | | | $ | 1.87 | | | | | | 12/16/2023 | | | | | | | | | | | | | | | ||
| | | 20,000 | | | | | | 20,000 | | | | | $ | 1.79 | | | | | | 12/18/2024 | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,000 | | | | | $ | 72,450 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($) |
| ||||||||||||
Thomas M. Patton
|
| | | | — | | | | | | — | | | | | | 37,500 | | | | | $ | 59,625 | | |
Jeffery A. Baird
|
| | | | — | | | | | | — | | | | | | 15,000 | | | | | $ | 23,850 | | |
John K. Gamelin
|
| | | | — | | | | | | — | | | | | | 15,000 | | | | | $ | 23,850 | | |
Plan Category
|
| |
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (Col. 1) |
| |
Weighted-average
Exercise Price of Outstanding Options, Warrants, and Rights ($) (Col. 2) |
| |
Number of Securities
Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Col. 1) (Col. 3) |
| |||||||||
Equity compensation plans approved by security holders: (a) |
| | | | 2,729,500 | | | | | $ | 1.98 | | | | | | 1,637,585 | | |
Equity compensation plans not approved by security holders: (b) |
| | | | 951,458 | | | | | $ | 1.92 | | | | | | 0 | | |
Total
|
| | | | 3,680,958 | | | | | $ | 1.96 | | | | | | 1,637,585 | | |
| |
The Board of Directors recommends that stockholders vote FOR the advisory resolution approving the compensation of the named executive officers as described in this Proxy Statement.
|
| |
| |
The Board of Directors recommends that stockholders vote FOR the appointment of CohnReznick LLP as the company’s independent accountants for 2017.
|
| |