DEF 14A of Myomo, Inc.
Filed Apr 26, 2024 · FY20230001193125-24-115929
PROPOSAL ONE – ELECTION OF CLASS I DIRECTORS
PROPOSAL ONE – ELECTION OF CLASS I DIRECTORS
Nominees for Election for a Three-Year Term Ending at the 2027 Annual Meeting
Nominees for Election for a Three-Year Term Ending at 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 National Association of Corporate Directors (NACD) Directorship Certified(TM) and serves both public and private companies and is a former Chairman & CEO. Dr. Morris has also 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.
Directors Continuing in Office Until the 2025 Annual Meeting
Directors Continuing in Office Until the 2025 Annual Meeting Heather C. Getz has been a member of our board of directors since March 2024. Ms. Getz has served as the Chief Financial Officer of Butterfly Network, Inc. since May 2022 and the Chief Financial and Operations Officer and Corporate Secretary of Butterfly Network, Inc. since July 2023. 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 senior leadership positions at BioTelemetry, Inc., a publicly-traded medical technology company that was acquired by Koninklijke Philips N.V. (NYSE: PHG) in 2021, including serving as Chief Financial Officer from January 2010 to July 2021, Chief Administrative Officer from August 2019 to July 2021, and Vice President from May 2009 to January 2010, where she led the finance, accounting and administrative functions of the company. Ms. Getz has also held leadership positions at Alita Pharmaceuticals and VIASYS Healthcare. From April 2022 to October 2023 Ms. Getz was a director then lead independent director of Vital Connect, Inc. Ms. Getz received her undergraduate degree in Accountancy and a Master of Business Administration degree from Villanova University, and is a certified public accountant. We believe Ms. Getz’s executive and financial experience in the medical device industry qualifies her to serve on our board of directors. Amy Knapp has been a member of our board of directors since July 2016. Ms. Knapp brings 40 years of experience in healthcare, working for health plans and health insurance companies. Ms. Knapp is currently Chief Growth Officer for Harbor Health, a multi-specialty “pay-vider” entity in Austin, Texas. Ms. Knapp joined Harbor after retiring from her role as National President, Markets for Bright HealthCare in December 2022, where in her three years she led the growth of the ACA business from 50,000 to over 1.1 million members. Previously, Ms. Knapp worked for 10 years at United Healthcare (“UHC”) as a Regional CEO and National President for various UHC business units, with annual revenues as high as $15 billion. Prior to UHC Ms. Knapp worked at Prudential HealthCare, leading their Florida market. In addition to her background with health insurance companies, Ms. Knapp has served in many advisory and board roles where she has been involved with acquisitions in the digital health (sale of WellPass to Welltok); population health (sale of Alere Health to Optum); and health plan (sale of Affinity Health Plan to Molina) spaces. Ms. Knapp serves on several healthcare-related boards, including The Smart Health Network, PBC. Ms. Knapp holds a BA degree from Pomona College, Claremont, California and an MBA degree from the University of Southern California. We believe Ms. Knapp’s executive experience, management experience and substantive experience working with companies in the health industry provide the requisite qualifications, skills, perspectives and experience that make her well qualified to serve on our board of directors. Yitzchak Jacobovitz has been a member of our board of directors since January 2023. Mr. Jacobovitz is currently a partner and lead healthcare analyst at AIGH Capital Management and affiliates (“AIGH”), where he has significantly grown AIGH’s healthcare footprint since joining in 2014. Prior to AIGH, Mr. Jacobovitz was a managing director at Capstone, a policy research firm and an analyst at Leap Tide Capital Management LLC, a special situations hedge fund. Mr. Jacobovitz earned his Masters in Business Administration from Johns Hopkins University and is a Chartered Financial Analyst. We believe Mr. Jacobovitz’s experience and success in investing in healthcare companies provides the skills, perspective and experience that qualify him to serve on our board of directors.
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. Mr. Kirk is the Chairman of the Board for American Medical Staffing, Inc. (“AMS”) and from 2013 until 2024 he was Chairman & Chief Executive Officer of AMS. Before this he served as the Chief Executive Officer of Hanger, Inc. from March 2008 until May 2012 and Chief Operating Officer at Hanger, Inc. from January 2002 to February 2008. From December 2002 to November 2010, Mr. Kirk also held numerous positions of leadership in the American Orthotics and Prosthetics Association including President and chairman of several committees. 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 2012. 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.
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.
Compensation Committee
| • | reviewing and making recommendations to our board with respect to director compensation; |
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, 2023. Total compensation for Mr. Gudonis for services as an employee is presented in “Executive Compensation—Summary Compensation Table” above.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards ($)(1) | Total ($) | | Thomas A. Crowley, Jr. (2) | $70,000 | $30,000 | $100,000 | | Thomas F. Kirk (3) | $70,000 | $30,000 | $100,000 | | Amy Knapp (4) | $70,000 | $30,000 | $100,000 | | Milton M. Morris (5) | $65,000 | $30,000 | $95,000 | | Yitzchak Jacobovitz (6) | $— | $— | $— |
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. |
Director Compensation
| (2) As of December 31, 2023, Mr. Crowley held options to purchase 312 shares of common stock and 29,994 unvested restricted stock units. |
Director Compensation
| (3) As of December 31, 2023, Mr. Kirk held options to purchase 364 shares of common stock and 29,994 unvested restricted stock units. |
Director Compensation
| (4) As of December 31, 2023, Ms. Knapp held options to purchase 312 shares of common stock and 29,994 unvested restricted stock units. |
Director Compensation
| (5) As of December 31, 2023, Mr. Morris held no options to purchase shares of common stock and 29,994 unvested restricted stock units. |
Director Compensation
| (6) Mr. Jacobovitz is not compensated for his board service. As of December 31, 2023, Mr. Jacobovitz did not hold any options to purchase shares of common stock or any unvested restricted stock units. |
Director Compensation
Each of our non-employee directors are entitled to receive an annual cash retainer of $50,000, paid quarterly. In addition, our non-employee directors are entitled to receive $30,000 paid in the form of restricted stock units, which vest over four quarters. We issued 59,988 restricted stock units to each of our non-employee directors on June 28, 2023, which vest over four quarters beginning September 7, 2023. In lieu of a restricted stock unit grant covering the twelve months ended June 8, 2023, in order to preserve shares available to grant to employees, our directors received the stock award portion of their compensation in cash until the 2023 Annual Meeting.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our named executive officers the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul R. Gudonis, | 2023 | 300,000 | — | 137,342 | — | 211,500 | 15,058 | 663,900 | | Chief Executive Officer | 2022 | 300,000 | — | 167,250 | — | 45,000 | 13,793 | 526,043 | | David A. Henry | 2023 | 251,424 | — | 77,342 | — | 134,420 | 15,712 | 478,898 | | Chief Financial Officer | 2022 | 224,056 | — | 92,545 | — | 34,222 | 14,819 | 365,642 | | Harry Kovelman, | 2023 | 260,716 | — | 52,342 | — | 152,280 | 13,036 | 478,374 | | Chief Medical Officer | 2022 | 234,008 | — | 62,440 | — | 29,503 | 14,073 | 340,024 |
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, 2023 and 2022, 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. These amounts are not the actual value that the named executive officer may realize upon exercise or vesting of these stock awards. |
Summary Compensation Table
| (2) Represents cash bonuses paid to the named executive officers with respect to performance in 2023 and 2022. |
Summary Compensation Table
| (3) Amounts consist of 401(k) match contributions |
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, 2023:
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 (7) | Equity Incentive Plan Awards; Number of Shares; units or Other Rights that Have Not Vested (6) | Equity Incentive plan Awards; Market Value of Shares, Units or Other Rights that Have Not Vested ($) (6)(8) | | 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 | | | | | | | 6/9/2021 | | | | | 6,667(2) | $33,402 | 20,000 | $10,228 | | | 6/8/2022 | | | | | 37,500(3) | $187,875 | | | | | 3/8/2023 | | | | | 17,000(4) | $85,170 | | | | | 6/28/2023 | | | | | 250,000(3) | $1,252,500 | | | | David A. Henry | 2/19/2019 | 1,666 | | $40.20 | 2/19/2029 | | | | | | | 6/9/2021 | | | | | 3,333(2) | $16,698 | 10,000 | $5,114 | | | 6/8/2022 | | | | | 20,750(3) | $103,957 | | | | | 3/8/2023 | | | | | 17,000(4) | $85,170 | | | | | 6/28/2023 | | | | | 130,000(3) | $651,300 | | | | Harry Kovelman | 11/2/2020 | 3,854 | 1,146(1) | $4.47 | 11/1/2030 | 4,125(5) | $20,666 | | | | | 6/9/2021 | | | | | 1,367(2) | $6,849 | 4,100 | $2,097 | | | 6/8/2022 | | | | | 14,000(3) | $70,140 | | | | | 3/8/2023 | | | | | 17,000(4) | $85,170 | | | | | 6/28/2023 | | | | | 80,000(3) | $400,800 | | |
Outstanding Equity Awards at Year End
| (1) The options vest 25% on the one-year anniversary of the grant date, and the remainder vest in equal monthly installments over the 36-month period thereafter following the grant date. |
Outstanding Equity Awards at Year End
| (2) RSUs vest in three equal annual installments following the grant date. |
Outstanding Equity Awards at Year End
| (3) RSUs vest in two equal annual installments following the grant date. |
Outstanding Equity Awards at Year End
| (4) RSUs vest in their entirety on March 8, 2024. |
Outstanding Equity Awards at Year End
| (5) RSUs vest 25% on the first anniversary of the grant date and thereafter in equal monthly installments over three years. |
Outstanding Equity Awards at Year End
| (6) Represents the target number of RSUs vesting (100%) based on the Company’s total shareholder return (“TSR”) compared to a group of peer companies. The measurement period is June 9, 2021 to March 9, 2024, with any RSUs earned vesting on June 9, 2024. The maximum number of RSU’s shall vest if the Company’s TSR is greater than the 75th percentile of the range between the highest and lowest TSRs of the peer group. No RSU’s shall vest so long as the Company’s TSR is below the 25th percentile of the range between the highest and lowest TSRs of the peer group. |
Outstanding Equity Awards at Year End
| (7) The market value is calculated by multiplying $5.01, the closing price of a share of our common stock on the last trading day of 2023 (December 29, 2023) as reported on NYSE American, by the number of unvested RSUs. |
Outstanding Equity Awards at Year End
| (8) The market value is calculated by multiplying $5.01, the closing price of a share of our common stock on the last trading day of 2023 (December 29, 2023) as reported on NYSE American, by the target number of unearned RSUs. |
Pay for Performance
| | 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 (1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | $ Millions Net Income (Loss) | | 2023 | $663,900 | $2,273,565 | $478,636 | $1,216,280 | $74.44 | $(8.1) | | 2022 | $526,043 | $181,004 | $352,853 | $190,091 | $7.60 | $(10.7) | | 2021 | $957,572 | $1,030,402 | $532,671 | $647,757 | $101.71 | $(10.4) |
Pay for Performance
| (2) Compensation actually paid represents total compensation per the Summary Compensation table, less the grant date fair value of equity awards in each year, plus (i) the fair value at the end of each year of grants in that year, (ii) the change in fair value of restricted stock unit and stock option grants compared to the fair values at the end of the previous year, and (iii) the change in fair value from the vesting date to the end of each year of grants vested during each year presented. |