DEF 14A of SANUWAVE Health, Inc.
Filed Jul 10, 2025 · FY20240001140361-25-025486
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board is presently comprised of five members. Accordingly, the Board has set the number of directors that will constitute the Board as of the Stockholder Meeting at five. Each director elected at an annual meeting serves from the time of his or her election until the next annual meeting of stockholders following that election and until his successor is elected and qualified or until his earlier death, retirement, disqualification, resignation or removal. The Nominating and Corporate Governance Committee has recommended, and the Board has approved, the nomination of five directors for election for one-year terms expiring at the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Each of these nominees is currently a director of the Company and is standing for election by stockholders for the first time at the Stockholder Meeting. Messrs. Blizard, Miller and Tyler were recommended for nomination as a director by our former chief executive officer, Kevin A. Richardson, II. Mr. Bazar was recommended for nomination as a director by our current chief executive officer. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.
Director Information
Director Information The names and ages of the nominees and their length of service with the Company and Board committee memberships are set forth in the table below.
Director Information
| Name | Age | Director Since | Independent | AC | CC | NCG | SF | | Morgan Frank | 53 | August 2022 | No | — | — | — | C | | Jeffrey Blizard | 56 | April 2022 | Yes | M | C | M | — | | Ian Miller (LD) | 49 | April 2022 | Yes | C, F | — | M | M | | James Tyler | 68 | April 2021 | Yes | M | M | C | M | | Gregory Bazar | 50 | May 2025 | Yes | | M | | |
Director Information
| C: | Committee Chair | M: | Member | F: | Financial Expert | | AC: | Audit Committee | CC: | Compensation Committee | NCG: | Nominating and Corporate | | SF: | Strategy and Finance Committee | LD: | Independent Lead Director | | Governance Committee |
Director Information
A brief biography of each nominee is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the director should serve on the Board.
Director Nominees
Director Nominees Morgan Frank joined the Board as Chairman in August 2022 and was appointed Chief Executive Officer in May 2023. Mr. Frank is a founder and principal at Manchester Explorer Fund (19 years) and at Manchester Explorer Ltd (Cayman), two life science focused public equity hedge funds specializing in hands-on microcap growth and development companies. He has over 30 years of experience in investing, capital markets, corporate strategy, corporate finance, corporate restarts, and intellectual property. Mr. Frank was formerly a principal at First Principles Group, a firm focused on corporate restarts, and a portfolio manager for technology and venture capital at Hollis Capital, a San Francisco hedge fund. He also sits on the board of Modular Medical, Inc. (MODD), a development stage company focused on next generation insulin delivery. Mr. Frank has degrees in economics and political science from Brown University. The Board believes that Mr. Frank’s extensive experience in life sciences investing, corporate restructuring, and public company leadership qualify him to serve on the Board. Jeffrey Blizard joined the Board as a Director in April 2022. Mr. Blizard is the President of TELA Bio, an innovative soft tissue reconstruction solution that optimizes clinical outcomes by prioritizing the preservation and restoration of the patient’s own anatomy. Prior to his role at TELA Bio, Mr. Blizard was the Global Head of Surgical Sales at Abiomed, a medical device technology company that operates as a standalone business within Johnson & Johnson’s MedTech segment, where he served beginning in 2017. Mr. Blizard also held positions as General Manager of Sales – CT Surgery, Heart Failure, ECMO, and National Director of Sales – CT Surgery/Heart Failure at Abiomed, where he led sales of Impella in the surgical market. Before joining Abiomed, Mr. Blizard held senior sales leadership roles at renowned medical device companies such as Medtronic, HeartWare, Intuitive Surgical, and Boston Scientific. Mr. Blizard brings a strong knowledge of capital equipment and sales leadership specific to the medical industry. Throughout his career, Mr. Blizard has shown strength in business and market development. The Board believes that Mr. Blizard’s deep experience in medical device sales leadership, market development, and commercialization of capital equipment qualify him to serve on the Board. Ian Miller joined the Board as a Director in April 2022. Mr. Miller is the Executive Vice President at Hoogwegt US, where he leads a team responsible for over $500 million in annual revenue through the global trade of commodities. Mr. Miller also serves as a board representative and supervisor to the plant manager of Lone Star Dairy Products, a high-throughput 24/7 food production facility in Canyon, Texas. He holds an MBA from Drake University and brings more than two decades of experience in commercial leadership, with a focus on structured growth, operational execution, and international supply chain management. The Board believes that Mr. Miller’s extensive experience in global sales leadership and strategic business development qualify him to serve on the Board. James Tyler joined the Board as a Director in April 2021. Mr. Tyler is an advisory partner to Morgan Stanley Expansion Capital. Mr. Tyler has over 40 years of operations and financial leadership in various healthcare delivery models. Mr. Tyler built a successful track record for operational excellence, specifically in the wound care industry, as COO with National Healing which later became Healogics, the nation’s leading provider of advanced wound care. The Board believes that Mr. Tyler’s extensive operational and financial leadership in healthcare, particularly his experience in the wound care industry, qualify him to serve on the Board. Gregory Bazar joined the Board as a Director in May 2025 and brings decades of leadership experience in engineering, technology, and cybersecurity. He currently serves as Chairman of the Board at Simpatico Systems, a company he founded to deliver advanced IT and cybersecurity solutions. Previously, he was the first employee at 3D-P, where he played a pivotal role in the company’s growth and strategic direction, later becoming Chairman of the Board and leading it through its acquisition by Epiroc, a global leader in mining and infrastructure solutions. Mr. Bazar began his career at Caterpillar, gaining global experience in leveraging technology to enhance human innovation. He holds a degree in engineering from the Colorado School of Mines. The Board believes that Mr. Bazar’s leadership in engineering, technology innovation, and cybersecurity, along with his experience guiding companies through growth and acquisition, qualify him to serve on the Board. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE FIVE NAMED DIRECTOR NOMINEES.
No Family Relationships Among Directors and Officers
No Family Relationships Among Directors and Officers There are no family relationships between any director or executive officer of the Company and any other director or executive officer of the Company.
Summary Compensation Table
Summary Compensation Table The following table provides certain information concerning compensation earned for services rendered in all capacities by our NEOs during the fiscal years ended December 31, 2024, and 2023.
Summary Compensation Table
| Name and Position | Year | Salary | Bonus(1) | Option Awards(2) | All other compensation(3) | Total | | Morgan Frank, Chief Executive Officer | 2024 | $4 | $— | $1,383,842 | $— | $1,383,846 | | | 2023 | 1 | — | — | 100,000 | 100,001 | | Andrew Walko, President | 2024 | 230,000 | — | 909,230 | — | 1,139,230 | | | 2023 | 95,833 | — | — | — | 95,833 | | Nanci Gilmore, former Chief Commercial Officer | 2024 | 225,000 | 65,000 | 636,462 | 7,200 | 933,662 | | | 2023 | 212,308 | — | — | 6,900 | 219,208 |
Summary Compensation Table
| (1) The bonus paid to Ms. Gilmore in 2024 was a discretionary bonus. |
Summary Compensation Table
| (2) The amounts reported in the “Option Awards” column represent the grant-date fair value of stock options granted to the NEOs in 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. These stock options vest over a three-year period, except for $20,000 paid to Mr. Frank for 2024 board fees which vested immediately upon grant, subject to continued service with the Company. The reported values reflect the total grant-date fair value and do not correspond to the amounts the executives may ultimately realize upon vesting or exercise. |
Summary Compensation Table
| (3) All other compensation paid to Mr. Frank in 2023 includes board fees earned. 2024 board fees were changed to option awards in lieu of cash fees earned. All other compensation paid to Ms. Gilmore includes a car allowance. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table provides certain information concerning the outstanding equity awards for each NEO as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year End
| Name | Number of securities underlying unexercised options exercisable | Number of securities underlying options unexercisable | Equity incentive plan awards number of securities underlying unexercised unearned options | Exercise price ($) | Expiration Date | | Morgan Frank, Chief Executive Officer | — | 160,000 | — | $14.20 | 10/22/2034 | | | 1,559 | — | — | $22.76 | 12/31/2029 | | Andrew Walko, President | — | 106,667 | — | $14.20 | 10/22/2034 | | Nanci Gilmore, former Chief Commercial Officer | — | 74,667 | — | $14.20 | 10/22/2034 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information of our principal executive officers (“PEOs”) and our other NEOs (averaged) along with total shareholder return and net income (loss) performance results for our fiscal years ending 2024, 2023, and 2022:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEOs(1)(2) | | Compensation Actually Paid to PEOs(1)(2) | | Average Summary Compensation Table Total for Other NEOs(1)(2) ($) | 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 thousands) ($) | | | Kevin A. Richardson, II (PEO 1) ($) | Morgan C. Frank (PEO 2) ($) | Kevin A. Richardson, II (PEO 1) ($) | Morgan C. Frank (PEO 2) ($) | | | | | | 2024 | — | 1,383,846 | — | 2,571,422 | 1,036,446 | 1,709,408 | $36.08 | (31,372) | | 2023 | 410,000 | 100,001 | 410,000 | 100,001 | 329,229 | 329,229 | $7.65 | (25,807) | | 2022 | 605,583 | — | 605,583 | — | 349,526 | 349,526 | $13.41 | (10,293) |
Pay Versus Performance Table
| (1) Our PEOs and Other NEOs for each reported fiscal year were: |
Pay Versus Performance Table
| Year | PEOs | Other NEOs | | 2024 | Morgan C. Frank | Andrew Walko Nanci Gilmore | | 2023 | Kevin A. Richardson, II Morgan C. Frank | Toni Rinow Tim Hendricks | | 2022 | Kevin A. Richardson, II | John Schlechtweg Lisa Sundstrom |
Pay Versus Performance Table
| (2) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEOs and our Other NEOs (as an average) is shown below: |
Pay Versus Performance Table
| | 2024 | | | | Equity Adjustments | PEO 1 ($) | PEO 2 ($) | Average of Other NEOs ($) | | Total Compensation from SCT | — | 1,383,846 | 1,036,446 | | Adjustments for stock and option awards | | | | | Subtract SCT amounts of stock and option awards | — | 1,383,842 | 772,846 | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | 2,551,416 | 1,445,808 | | +/- 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 | — | 20,002 | — | | +/- 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) | — | 2,571,422 | 1,709,408 |
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. |
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024 Beginning October 2024, the director compensation plan changed from a base retainer of cash to quarterly grants of stock options with an aggregate grant date fair value equal to $20,000. We also provide an additional quarterly grant of stock options with an aggregate grant date fair value equal to $2,500 to the chair of the Audit Committee. The Compensation Committee believes the structure aligns compensation according to the level of service contributions by each director. Mr. Frank’s compensation is described above in the Summary Compensation Table which includes his director compensation earned for 2024.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024
| Director | Fee Earned or Paid in Cash (in thousands) | Option Awards (in thousands)(1) | | A. Michael Stolarski | $— | $372 | | Jeffrey Blizard | $— | $372 | | Ian Miller | $— | $375 | | James Tyler | $— | $372 |
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2024
| (1) The amounts reported in the “Option Awards” column represent the grant-date fair value of stock options granted to the directors in 2024, calculated in accordance with FASB ASC 718. Pursuant to the Company’s director compensation plan, in December 2024, each director received a quarterly grant of stock options with an aggregate grant date fair value equal to $20,000, and Mr. Miller received an additional quarterly grant of stock options with an aggregate grant date fair value equal to $2,500 for his service as chair of the Audit Committee. These options vested immediately upon grant and are subject to continued service with the Company. In addition, in October 2024, each non-employee director received an additional one-time grant of stock options with an aggregate grant date fair value equal to $352,000 as compensation for previous Board service. These options vest quarterly over a period of three years and are subject to continued service with the Company. The reported values reflect the total grant-date fair value and do not necessarily correspond to the amounts the directors may ultimately realize upon exercise. As of December 31, 2024, Mr. Stolarski held stock options exercisable for 45,743 shares of Company common stock, Mr. Blizard held stock options exercisable for 42,892 shares of Company common stock, Mr. Miller held stock options exercisable for 43,087 shares of Company common stock, and Mr. Tyler held stock options exercisable for 42,892 shares of Company common stock |