DEF 14A of SANUWAVE Health, Inc.
Filed Jul 18, 2024 · FY20230001140361-24-033485
Effect on Outstanding Equity Awards, Warrants, and Equity Plans
Effect on Outstanding Equity Awards, Warrants, and Equity Plans If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, based on the Reverse Stock Split ratio selected by the Board, proportionate adjustments will be made to all then-outstanding equity awards, Common Stock warrants (including the Warrants) and convertible debt (including the Notes) with respect to the number of shares of Common Stock subject to such award, warrant or convertible debt and the exercise or conversion price thereof. In addition, the number of shares of Common Stock available for issuance under the Plan, if approved by stockholders, will be proportionately adjusted for the Reverse Stock Split ratio selected by the Board, such that fewer shares will be subject to the Plan.
Summary Compensation Table
Summary Compensation Table The following table provides certain information concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2023, and 2022.
Summary Compensation Table
| Name and Position | Year | Salary | Bonus(2) | All other compensation(1) | Total | | Morgan Frank, Chief Executive Officer | 2023 | 1 | — | 100,000 | 100,001 | | Toni Rinow, former Chief Financial Officer | 2023 | 335,000 | — | — | 335,000 | | Tim Hendricks, Executive Vice President of Sales | 2023 | 244,391 | 30,000 | 49,067 | 323,458 | | Kevin Richardson II, former Chief Executive Officer | 2023 | 350,000 | — | 60,000 | 410,000 | | | 2022 | 430,583 | — | 175,000 | 605,583 |
Summary Compensation Table
| (1) Includes board fees, health, dental, life and disability insurance premiums and 401(k) matching contributions. |
Summary Compensation Table
| (2) The bonus paid to Mr. Hendricks in 2023 was a signing bonus. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table provides certain information concerning the outstanding equity awards for each named executive officer as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year End
| Name | Number of securities underlying unexercised options exercisable | Number of securities underlying options unexercisable | Equity incentive plan awards number of securities underlying unexercised unearned options | Exercise price ($) | Expiration Date | | Kevin A. Richardson, Former Chief Executive Officer | 452,381 | — | — | $0.11 | 10/1/2025 | | | 297,619 | — | — | $0.06 | 10/1/2025 | | | 700,000 | — | — | $0.04 | 6/16/2026 | | | 594,300 | — | — | $0.18 | 11/9/2026 | | | 900,000 | — | — | $0.11 | 6/14/2027 | | | 1,100,000 | — | — | $0.21 | 9/20/2028 | | | 50,000 | — | — | $0.15 | 8/26/2029 |
Director Compensation Table for Fiscal Year 2023
Director Compensation Table for Fiscal Year 2023 The Company provides a base retainer for each director with higher base retainers for service by the Board Chair. The Company provides an additional retainer for committee leadership of the Audit Committee, Compensation Committee, and Strategy and Finance Committee. The Compensation Committee believes the structure aligns compensation according to the level of service contributions by each director.
Director Compensation Table for Fiscal Year 2023
| Director | Fee Earned or paid in cash (in thousands) | | Morgan Frank | $100 | | A. Michael Stolarski | $97 | | Jeff Blizzard | $90 | | Ian Miller | $90 | | James Tyler | $90 | | Kevin Richardson | $60 |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information of our principal executive officers (“PEOs”) and our other NEOs (averaged) along with total shareholder return and net income (loss) performance results for our fiscal years ending in 2022 and 2023:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEOs(1)(2) | | Compensation Actually Paid to PEOs(1)(2) | | Average Summary Compensation Table Total for Other NEOs(1)(2) ($) | Average Compensation Actually Paid to Other NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(3) ($) | Net Income (Loss) ($ in millions) ($) | | | Kevin A. Richardson, II (PEO 1) ($) | Morgan C. Frank (PEO 2) ($) | Kevin A. Richardson, II (PEO 1) ($) | Morgan C. Frank (PEO 2) ($) | | | | | | 2023 | 410,000 | 100,001 | 410,000 | 100,001 | 329,229 | 329,229 | $0.22 | (25,807) | | 2022 | 605,583 | — | 605,583 | — | 349,526 | 349,526 | $0.39 | (10,293) |
Pay Versus Performance Table
| (1) Our PEOs and Other NEOs for each reported fiscal year were: |
Pay Versus Performance Table
| Year | PEOs | Other NEOs | | 2023 | Kevin A. Richardson, II Morgan C. Frank | Toni Rinow Tim Hendricks | | 2022 | Kevin A. Richardson, II | John Schlechtweg Lisa Sundstrom |
Pay Versus Performance Table
| (2) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEOs and our Other NEOs (as an average) is shown below: |
Pay Versus Performance Table
| | 2023 | | | 2022 | | | | Equity Adjustments | PEO 1 ($) | PEO 2 ($) | Average of Other NEOs ($) | PEO 1 ($) | PEO 2 ($) | Average of Other NEOs ($) | | Total Compensation from SCT | 410,000 | 100,001 | 329,229 | 605,583 | — | 349,526 | | Adjustments for stock and option awards | | | | | | | | Subtract SCT amounts of stock and option awards | — | — | — | — | — | — | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | — | — | — | — | — | | +/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered year for awards granted in any prior fiscal year that are outstanding and unvested at year end | — | — | — | — | — | — | | +/- Add the fair value as of the vesting date for awards granted and vesting during such fiscal year | — | — | — | — | — | — | | +/- The difference in fair value at the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during such year | — | — | — | — | — | — | | Subtract fair value at end of prior year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 410,000 | 100,001 | 329,229 | 605,583 | — | 349,526 |
Pay Versus Performance Table
| (3) Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2021 (the last trading day of fiscal 2021) through and including the end of each fiscal year reported in the table. |