DEF 14A of Myomo, Inc., Apr 25, 2025

DEF 14A of Myomo, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058354

Open on EDGAR

  1. Nominee for Election for a Three-Year Term Ending at the 2028 Annual Meeting

    Nominee for Election for a Three-Year Term Ending at the 2028 Annual Meeting Heather C. Getz has been a member of our board of directors since March 2024. Ms. Getz has over 25 years of financial and operating experience in publicly traded healthcare and medical device companies. Ms. Getz currently serves as the Chief Financial and Operations Officer and Corporate Secretary of Butterfly Network, Inc.(NYSE: BFLY) since July of 2023 and was the Chief Financial Officer since May 2022. Previously, Ms. Getz served as Chief Financial Officer and President of North America at Healthy.io Ltd., a privately-held medical technology company, from November 2021 to April 2022. Before joining Healthy.io Ltd., from May 2009 to November 2021, Ms. Getz held executive leadership positions at BioTelemetry, Inc., a publicly-traded medical technology company, including serving as Chief Financial and Administrative Officer from January 2019 to July 2021, Chief Financial Officer from January 2010 to January 2019, and Vice President Finance from May 2009 to January 2010. While at Biotelemetry, Ms. Getz led the finance, accounting, revenue cycle management and various administrative and operating functions of the company. She was instrumental in turning around and growing the business from a market capitalization of $50 million to $2.8 billion upon its sale to Koninklijke Philips N.V. (NYSE: PHG) in 2021. Prior to BioTelemetry, Ms. Getz has also held various leadership positions at Alita Pharmaceuticals, VIASYS Healthcare Inc., and Sunoco, Inc. Ms. Getz also serves as a director and Chairman of the Audit Committee at Vital Connect, Inc. and from April 2022 to October 2023 Ms. Getz was a director then lead independent director. Ms. Getz received her undergraduate degree in Accountancy and a Master of Business Administration degree from Villanova University, and is a certified public accountant and a member of the National Association of Corporate Directors (NACD). We believe Ms. Getz’s public company executive, financial and operating experience in the healthcare and medical device industry qualifies her to serve on our board of directors.

  2. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Thomas F. Kirk has been a member of our board of directors since September 2014 and lead independent director since October 2016. In 2024, Mr. Kirk retired as the Chairman of the board of directors and Chief Executive Officer of American Medical Staffing, Inc., positions he held since 2013. Before this, he served as the Chief Executive Officer of Hanger, Inc. from March 2008 until May 2012, Chief Operating Officer at Hanger, Inc. from January 2002 to February 2008 and a Director from January 2002 through May 2013. From December 2002 to November 2013, Mr. Kirk also held numerous positions of leadership in the American Orthotics and Prosthetics Association including President and Chairman of several committees. Prior to Hanger, Inc, he was a partner at Alix Partners where he led teams in providing strategic consulting and restructuring services to a variety of industries. Before this, he held executive positions in operations, finance, research and new business development with publicly held firms in the US and Europe in the medical services/devices, pharmaceutical and specialty chemical industries. Mr. Kirk has a BS degree in mechanical engineering from Carnegie Mellon University and earned his MBA in finance and PhD in strategic planning/marketing from the University of Pittsburgh. We believe Mr. Kirk’s experience in leading management teams in finance, strategic planning and business development provides the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors. Paul R. Gudonis has been our Chairman of the board of directors since August 2016 and our Chief Executive Officer and a director of our company since July 2011. Mr. Gudonis was also appointed President in February 2017. He brings 40 years of experience in launching new technology-based products and services to our company. His career spans the fields of software, telecommunications, internet services, and robotics. Prior to joining our company, Mr. Gudonis served as President at FIRST Robotics, or FIRST, from October 2005 until June 2010. Prior to his position at FIRST, Mr. Gudonis was the Chief Executive Officer of Centra Software, Inc., from August 2003 until April 2005. Mr. Gudonis was also the Chief Executive Officer of Genuity, Inc. from January 2000 until March 2003. He has also served as Chairman of the Massachusetts High Tech Council. Mr. Gudonis is a member of the Dean’s Advisory Council at his alma mater, Northwestern University’s McCormick School of Engineering, where he earned his degree in electrical engineering. At McCormick, he serves on advisory boards of the Biomedical Engineering Department and NUvention medical device innovation program. He also earned his MBA degree from Harvard University. We believe Mr. Gudonis’s academic and executive experience, engineering background and substantive experience in growing early stage ventures provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors.

  3. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting Thomas A. Crowley, Jr. has been a member of our board of directors since March 2012. Mr. Crowley is currently Chief Executive Officer of Vertical Spine, LLC and has served on its board of directors since July 2011. He also served on the board of Cascade Medical Enterprises, LLC from January 2008 to January 2020, as Chairman of Core Essence Orthopedics, Inc. from March 2011 until March 2012, as a board member of Aircast, LLC from September 2003 until May 2006 and as a board member of Freedom Innovations from March 2011 until June 2013. Additionally, Mr. Crowley served as member of the Corporate Advisory Council and American Society for Surgery of the Hand from November 2004 to May 2006. Prior to his current executive role, Mr. Crowley was President of Small Bone Innovations, Inc. from February 2008 until February 2011. He also served as Managing Director—Healthcare Investment Banking at Friedman Billings Ramsey from September 2006 until January 2008. Mr. Crowley holds a BA from Fairfield University, an MS from Columbia University School of Business and is a Graduate, U.S. Army Command and General Staff College, Ft. Leavenworth, KS. We believe Mr. Crowley’s executive experience, and his financial, investment and management experience provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors. Milton M. Morris, Ph.D., NACD.DC, has been a member of our board of directors since June 2021. Dr. Morris is also National Association of Corporate Directors (NACD) Directorship CertifiedTM and currently serves both public and private companies as a consultant. Dr. Morris has served on the board of directors of Embecta Corp. since March 2022 and Nordson Corp. since September 2022. Dr. Morris has over 30 years of operating & oversight experience within large and small cap companies and is nationally recognized for his leadership in successful commercialization of high-tech medical devices. Dr. Morris has a successful track record of leading turnarounds, building high performing teams and growing value in highly regulated global markets. Dr. Morris was formerly the Chairman of the board of directors, President and Chief Executive Officer of Neuspera Medical, Inc. (“Neuspera”), a clinical stage privately held company, from July 2015 to June 2022. During his tenure, Neuspera experienced significant growth in valuation and received FDA approval for its ultraminiaturized neurostimulator system for pain. Prior to joining Neuspera, Dr. Morris was the Sr. Vice President of Research & Development and Emerging Therapies at Cyberonics (now LivaNova) from January 2009 to December 2014, where he assembled and led an R&D team that pioneered the first closed-loop vagus nerve stimulation device for Epilepsy. Dr. Morris was employed by Guidant Corporation and its successor, Boston Scientific Corporation from August 1996 to August 2007. During his tenure, he held several positions, including Principal Research Scientist; Director, Research & Development; and Director, Marketing where he served as the Arrhythmia Franchise leader with responsibilities for both the implantable pacemaker and defibrillator businesses for the Cardiac Rhythm Management division of Boston Scientific. Prior to joining Guidant, Dr. Morris spent five years working as a Research Assistant in the Medical Computing Laboratory at the University of Michigan in collaboration with the electrophysiology group at the University of Michigan hospital and the Michigan Heart and Vascular Institute. During this period, Dr. Morris was awarded fellowships from the National Science Foundation (NSF) and the National Institutes of Health (NIH) in support of his research on the development of novel approaches to low power arrhythmia classification algorithms designed for implantable defibrillators. Dr. Morris is named as an inventor on over 30 patents and an author on 20 peer reviewed publications, book chapters, abstracts and scientific presentations. Dr. Morris serves as a Trustee for Northwestern University and as a Fellow in the American Institute for Medical and Biological Engineering (AIMBE) where he was inducted for contributions to developing and commercializing innovations in bioelectronic medicine. Dr. Morris received an MBA from the Kellogg School of Management, a Masters and Ph.D. in Electrical Engineering from the University of Michigan and a Bachelor of Science in Electrical Engineering from Northwestern University. We believe Dr. Morris’s executive experience in the medical device industry and his experience in developing and successfully launching new medical device products qualifies him to serve on our board of directors.

  4. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and management, will be requested to take part in the process as appropriate. Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates in connection with its evaluation of a director candidate, including through candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm, or reliance on the knowledge of the members of the nominating and corporate governance committee, the board of directors or management. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval as director nominees for election to the board of directors.

  5. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a member of our board of directors during the year ended December 31, 2024. Total compensation for Mr. Gudonis for services as an employee is presented in “Executive Compensation—Summary Compensation Table” above.

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards ($)(1) | Total ($) | | Thomas A. Crowley, Jr. (2) | $57,500 | $42,000 | $99,500 | | Thomas F. Kirk (3) | $57,500 | $42,000 | $99,500 | | Amy Knapp (4) | $53,750 | $42,000 | $95,750 | | Milton M. Morris (5) | $58,750 | $42,000 | $100,750 | | Heather Getz (6) | $43,750 | $42,000 | $85,750 | | Yitzchak Jacobovitz (7) | $— | $— | $— |

  7. Director Compensation

    (1) Amounts reported in this column reflect the grant date fair value of restricted stock units granted to directors in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account forfeitures related to service-vesting conditions. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts are not the actual value that the named executive officer may realize upon exercise or vesting of these stock awards. (2) As of December 31, 2024, Mr. Crowley held options to purchase 312 shares of common stock and 6,017 unvested restricted stock units. (3) As of December 31, 2024, Mr. Kirk held options to purchase 364 shares of common stock and 6,017 unvested restricted stock units. (4) As of December 31, 2024, Ms. Knapp held options to purchase 312 shares of common stock and 6,017 unvested restricted stock units. Ms. Knapp will not stand for re-election to the board and her term will end on June 10, 2025. (5) As of December 31, 2024, Mr. Morris held no options to purchase shares of common stock and 6,017 unvested restricted stock units. (6) As of December 31, 2024, Ms. Getz held no options to purchase shares of common stock and 6,017 unvested restricted stock units (7) Mr. Jacobovitz is not compensated for his board service. As of December 31, 2024, Mr. Jacobovitz did not hold any options to purchase shares of common stock or any unvested restricted stock units. Mr. Jacobovitz will not stand for re-election to the board and his term will end on June 10, 2025. Effective in June 2024, each of our non-employee directors is entitled to receive an annual cash retainer of $55,000, paid quarterly. An additional $5,000 per year is paid to directors who chair one of our committees. In addition, our non-employee directors are entitled to receive $42,000 paid in the form of restricted stock units, which vest over four quarters. We issued 12,034 restricted stock units to each of our non-employee directors on June 5, 2024, which vest over four quarters beginning September 5, 2024.

  8. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our named executive officers the years ended December 31, 2024 and 2023.

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(4) | Total ($) | | Paul R. Gudonis, | 2024 | 348,077 | 453,700 | 423,150(3) | 15,540 | 1,240,467 | | Chief Executive Officer | 2023 | 300,000 | 137,342 | 211,500 | 15,058 | 663,900 | | David A. Henry | 2024 | 263,600 | 244,300 | 259,016(3) | 17,250 | 784,166 | | Chief Financial Officer | 2023 | 251,424 | 77,342 | 134,420 | 15,712 | 478,898 | | Harry Kovelman, | 2024 | 273,738 | 184,970 | 224,149(3) | 12,255 | 695,112 | | Chief Medical Officer | 2023 | 260,716 | 52,342 | 152,280 | 13,036 | 478,374 |

  10. Summary Compensation Table

    (1) Amounts reflect the aggregate grant date fair value of time-based restricted stock units awarded to the named executive officer in the year ended December 31, 2024 and 2023, in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions made in the calculation of these amounts are included in Note 9 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts are not the actual value that the named executive officer may realize upon exercise or vesting of these stock awards. (2) Represents bonuses paid to the named executive officers with respect to performance in 2024 and 2023. (3) A portion of each executive's 2024 bonus was paid in the form of fully-vested restricted stock units ("RSU's") on March 11, 2025, with the remainder paid in cash. The grant date fair values of the amount paid in RSU's were $39,375 for Mr. Gudonis, $24,102 for Mr. Henry and $20,858 for Mr. Kovelman. (4) Amounts consist of 401(k) match contributions

  11. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table summarizes outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2024:

  12. Outstanding Equity Awards at Year End

    | Name | Grant Dates | Number of securities underlying unexercised options exercisable | Number of Securities Underlying Unexercised Options Unexcercisable | Option Exercise prices | Option Expiration Dates | Number of Shares, or Units of Stock that Have Not Vested | Market Value of Shares, or Units of Stock that Have Not Vested (3) | | Paul R. Gudonis | 3/18/2015 | 694 | | $0.048 | 3/18/2025 | — | — | | | 6/29/2016 | 208 | — | $31.488 | 6/29/2026 | — | — | | | 1/2/2018 | 2,666 | | $109.50 | 1/2/2028 | — | — | | | 6/28/2023 | — | — | — | — | 125,000(1) | $805,000 | | | 6/5/2024 | — | — | — | — | 130,000(2) | $837,200 | | David A. Henry | 2/19/2019 | 1,666 | — | $40.20 | 2/19/2029 | — | — | | | 6/28/2023 | — | — | — | — | 65,000(1) | $418,600 | | | 6/5/2024 | — | — | — | — | 70,000(2) | $450,800 | | Harry Kovelman | 11/2/2020 | 5,000 | | $4.47 | 11/1/2030 | — | — | | | 6/28/2023 | — | — | — | — | 40,000(1) | $257,600 | | | 6/5/2024 | — | — | — | — | 53,000(2) | $341,320 |

  13. Outstanding Equity Awards at Year End

    (1) RSUs vest in two equal annual installments following the grant date. RSUs vest in three equal annual installments following the grant date. The market value is calculated by multiplying $6.44, the closing price of a share of our common stock on the last trading day of 2024 (December 31, 2024) as reported on NYSE American, by the number of unvested RSUs.

  14. Pay-Versus-Performance Table

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | $ Millions Net Income (Loss) | | 2024 | $1,240,467 | $1,508,229 | $739,639 | $856,016 | $94.08 | $(6.2) | | 2023 | $663,900 | $2,115,059 | $478,636 | $1,150,349 | $73.19 | $(8.1) | | 2022 | $526,043 | $179,597 | $352,853 | $187,646 | $7.47 | $(10.7) |

  15. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table Our stock price rose significantly toward the end of 2023 and into 2024 in conjunction the announcement by the Centers for Medicare and Medicaid Services, or CMS, that they intended to reclassify our products to the brace benefit category, reimbursed on a lump sum basis, instead of their original classification and durable medical equipment, which is reimbursed on a rental basis. In addition, CMS published preliminary fees for our products at that time. Compensation actually paid in 2024 and 2023 includes equity grants in 2023 that were made when the grant date fair value was significantly lower than the stock price at the end of both 2023 and 2024. However, the value of a $100 investment as of December 31, 2024, reflects the stock price at the beginning of 2022. An investor at the beginning of 2023, however, would have experienced a more than ten-fold increase in the value of their investment. In this context, the compensation actually paid in 2024 and 2023 is in line with what investors have experienced since 2023. Comparing the compensation actually paid in 2024 to amounts reported in the Executive Compensation table, compensation actually paid to the PEO was higher by 22% in 2024, while the average of the non-PEO named executive officers was higher by 16%. This is in line with providing the PEO higher cash and equity compensation compared to his direct reports. In 2023, the compensation actually paid to the PEO was higher by 219% and the average of the named executive officers was higher by 140%. The cash paid to the PEO increased by a higher percentage than the average of the named executive officers has his compensation included a larger amount of equity, which was impacted by the increasing stock price in 2024 and 2023. We have generated net losses since inception. Net losses have decreased since 2022, while the compensation actually paid has increased over that same time. The reduction in loss since 2022 reflects the fact that revenue in 2024 is more than double the revenue in 2022. Since we are in a net loss position, we believe investors value our company based on the prospects for revenue growth driven by the coverage now being provided for our products by Medicare.