DEF 14A of Apyx Medical Corp
Filed Jun 26, 2026 · FY20250001437749-26-021840
ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION The Governance and Nominating Committee of the Board has unanimously recommended to the Board, and the Board has unanimously nominated five (5) persons consisting of Stavros Vizirgianakis, Charles D. Goodwin, Lawrence J. Waldman, Minnie Baylor-Henry and Wendy Levine, each a current director, for re-election to the Board. Each director serves from the date of election until the next annual meeting of stockholders and until a successor is duly elected and qualified. The accompanying proxy card will be voted in favor of the persons named above to serve as directors, unless the stockholder indicates to the contrary on the proxy card. See “Information Regarding Executive Officers, Directors and Director Nominees” for biographical information as to each nominee. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL 1 TO ELECT AS DIRECTORS THE FIVE NOMINEES PROPOSED BY THE GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD.
Information Regarding our Board
Information Regarding our Board Our Certificate of Incorporation and Bylaws provide for our Company to be managed by or under the direction of the Board. Under our Certificate of Incorporation and Bylaws, the number of directors is fixed from time to time by the Board. The maximum number of directors permitted pursuant to our Certificate of Incorporation and Bylaws is nine. Currently, the number of Board seats constituting the entire Board is currently set at five, and the number of directors currently serving is five, leaving no vacancies on the Board. The Board currently has three members who have been determined to be “independent” as defined by the applicable rules of Nasdaq and the Securities and Exchange Commission. These “independent” directors are Lawrence J. Waldman, Minnie Baylor-Henry, and Wendy Levine. Our common stock is listed on the Nasdaq Global Select Market under the symbol “APYX”. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management. Our Board meets on a regular basis and additionally as required. Written or electronic materials are distributed in advance of meetings as a general rule and our Board schedules meetings with, and presentations from, members of our senior management on a regular basis and as required. Directors are elected at the Annual Meeting and hold office until our next annual meeting of stockholders and until their successors are elected and qualified. Officers are appointed by the Board and serve at the pleasure of the Board. The Board held seven (7) meetings during the 2025 fiscal year. Throughout the year and from time-to-time the Board will hold informal meetings on an as needed basis. All of the directors attended 100% of the meetings of the Board and of the committees on which they served. While we encourage all members of the Board to attend Annual Meetings of Stockholders, there is no formal policy as to their attendance.
Legal Proceedings Involving Directors
Legal Proceedings Involving Directors There were no legal proceedings involving the nominees to the Board in the past ten years.
Board Leadership
Board Leadership On May 7, 2024, the Board appointed Stavros Vizirgianakis to serve as a director and non-executive Chairman of the Board, and on June 11, 2026, the Board appointed Mr. Vizirgianakis as Executive Chairman of the Board. The Board has no formal policy with respect to separation of the positions of Chairperson and CEO or with respect to whether the Chairperson should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time. We believe Mr. Vizirgianakis is best suited for leading discussions, at the Board level, regarding performance relative to our corporate strategy and these discussions account for a significant portion of the time devoted at our Board meetings. On June 11, 2026, the Company entered into a letter agreement with Stavros Vizirgianakis, in connection with Mr. Vizirgianakis’ appointment as Executive Chairman of the Board. Pursuant to the agreement and his appointment as Executive Chairman, Mr. Vizirgianakis will provide strategic leadership and governance oversight, assist management with the execution of corporate initiatives, support investor engagement, advise on capital markets and corporate development matters, and engage in other such comparable duties. Mr. Vizirgianakis will not serve as an officer or employee of the Company, and will not be designated as an “executive officer” of the Company for purposes of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. The Chief Executive Officer of the Company, Charles D. Goodwin, is tasked with the responsibility of implementing our corporate strategy. The independent directors appointed Lawrence J. Waldman as the Lead Independent Director. The Lead Independent Director is appointed by the Board and is responsible for coordinating the activities of the independent directors and coordinating with the Chairperson and CEO of the Company to set agendas for Board meetings and chair executive sessions of the independent directors. The Lead Independent Director is also responsible for meeting, from time to time, with the Company’s Compensation Committee to discuss the CEO’s performance. The Company’s Corporate Governance Policies also contain several features which the Company believes will ensure that the Board maintains effective and independent oversight of management, including the following:
Board Leadership
| • | Executive sessions without management and non-independent directors present are a standing Board agenda item. Executive sessions of the independent directors are held at any time requested by an independent director and, in any event, are held in connection with all regularly scheduled Board meetings. |
Board Leadership
| • | The Board regularly meets in executive session with the CEO without other members of management present and without the CEO present. |
Board Leadership
| • | All Board committee members are independent directors. The committee chairs have authority to hold executive sessions without management and non-independent directors present. |
Board Evaluations
Board Evaluations The Board has adopted a policy to evaluate its performance and effectiveness as well as that of the four standing committees on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement from year to year and to identify ways to enhance the Board’s effectiveness. As part of the evaluation, each director may complete a written questionnaire developed by the Governance and Nominating Committee to provide anonymous feedback on the effectiveness of the Board, the Committees, as well as each individual director’s own contributions. The collective ratings and comments of the directors are compiled and then presented to the Governance and Nominating Committee and to the full Board for discussion and action as necessary.
Risk Management
Risk Management The Board believes that risk management is an important component of the Company’s corporate strategy. While we assess specific risks at our committee levels, the Board, as a whole, oversees our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management. The Board is regularly informed through its interactions with management and committee reports about risks we face in the course of our business. Our Audit Committee also takes an active role in risk assessment and risk management.
INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES The following table sets forth the names, ages and positions within the Company of each of our directors, director nominees, executive officers and key employees.
INFORMATION REGARDING EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
| Name | Age | Position | Director Since | | Stavros Vizirgianakis | 55 | Chairperson of the Board | May 2024 | | Charles D. Goodwin | 60 | Chief Executive Officer and Director | December 2017 | | Matthew Hill | 57 | Chief Financial Officer, Treasurer and Secretary | N/A | | Moshe Citronowicz | 73 | Senior Vice President | N/A | | Shawn Roman | 55 | Chief Operating Officer | N/A | | Lawrence J. Waldman | 79 | Lead Independent Director | March 2011 | | Minnie Baylor-Henry | 78 | Director | August 2019 | | Wendy Levine | 53 | Director | August 2021 |
Knowledge, Skills and Experience Matrix
Knowledge, Skills and Experience Matrix The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight. This matrix is intended only to provide a summary of our directors’ qualifications and is not a complete listing of each director’s strengths and contributions to the Board. Additional information on each director is set forth in their respective biography.
Knowledge, Skills and Experience Matrix
| Knowledge, Skills and Experience Matrix | | | | | | | | Vizirgianakis | Goodwin | Waldman | Baylor- Henry | Levine | | Public Company Board Experience | X | X | X | X | | | Financial | X | X | X | X | | | Risk Management | | X | X | X | | | Accounting | | | X | | | | Corporate Governance/Ethics | X | X | X | X | | | Legal/Regulatory | X | X | | X | | | HR/Compensation | X | X | X | | | | Executive Experience | X | X | X | X | X | | Operations | X | X | | | | | Strategic Planning/Oversight | X | X | X | X | X | | Sales and Marketing | X | X | | | X | | Technology | X | | X | | | | Medical Device Industry | X | X | | X | |
Knowledge, Skills and Experience Matrix
Stavros Vizirgianakis, age 55, Chairperson of the Board of Directors since May 2024, is an investor and strategic advisor to companies in the medical device field. On June 11, 2026, the Company entered into a letter agreement with Mr. Vizirgianakis, in connection with his appointment as Executive Chairman of the Board. He currently serves on the Board of Directors at the following healthcare companies: Theragenics Corporation; Xtant Medical Holdings, Inc. (NYSE American: XTNT); and Medinotec, Inc. (OTCQX: MDNC). Mr. Vizirgianakis previously served on the Board of Directors at Bioventus Inc. (Nasdaq: BVS), Neurolutions, Inc., Tenaxis Medical and Tally Surgical, Inc. Mr. Vizirgianakis is the former Chief Executive Officer of medical device company, Misonix, Inc., which he led from 2016 through the company’s acquisition by Bioventus Inc. in 2021. He previously served as Managing Director of the Medical Devices business at Ascendis Health Limited (JSE: ASC) from 2014 to 2016. Mr. Vizirgianakis co-founded Surgical Innovations, one of the largest privately-owned medical device distributors in the African region, which later became part of Ascendis Health Limited. His career in the medical device industry also includes experience serving as Director of Sales for sub-Saharan Africa at United States Surgical Corporation and as General Manager of South Africa at Tyco Healthcare. Mr. Vizirgianakis holds a degree in Commerce from the University of South Africa. The Company believes Mr. Vizirgianakis is qualified to serve as the Executive Chairman of the Board and as a Director given his extensive experience in the medical device industry. Charles D. Goodwin, age 60, Chief Executive Officer and a Director of Apyx Medical since December 2017, is an accomplished senior executive with over 30 years of experience in the healthcare industry. Before joining Apyx Medical in December 2017, Mr. Goodwin was the Chief Executive Officer of MIS Implants Technologies, Inc., a privately held company specializing in dental implants. Prior to this position, Mr. Goodwin spent more than 11 years with Olympus/Gyrus ACMI in a variety of commercial and leadership roles of increasing responsibility. Mr. Goodwin began as a regional sales director for Gyrus in 2002 and was later promoted to Vice President of Sales, overseeing the Company’s strong commercial ramp and assisting Gyrus’ executive leadership team in the successful acquisition of American Cytoscope Makers, or “ACMI”, for $500 million in 2005. As President of Gyrus ACMI’s surgical division, Mr. Goodwin developed the company’s global distribution network and achieved average annual sales growth of 35% for three consecutive years, resulting in a promotion to President of Worldwide Sales in 2007. As President of Worldwide Sales for Gyrus ACMI, Mr. Goodwin was responsible for a global business with approximately 700 employees and was a key contributor to the successful sale of Gyrus ACMI to Olympus for $2.2 billion in 2008. Mr. Goodwin served as Group Vice President of Olympus Corporation’s global surgical energy group, where he was responsible for commercial strategy, R&D and operations for a business with more than 500 employees worldwide. Mr. Goodwin held this position for five years before joining MIS Implants Technologies, Inc. in 2014. In March, 2022 Mr. Goodwin joined the Board of ZSX Medical, LLC, a clinical stage medical device company improving minimally-invasive surgery. Mr. Goodwin holds a B.A. in Finance and Economics from Eastern Washington University. The Company believes Mr. Goodwin is qualified to serve as a Director given his over 30 years of experience in the medical device industry. Matthew Hill, age 57, Chief Financial Officer, Treasurer and Secretary since December 2023. Prior to joining Apyx Medical, Mr. Hill served as the Chief Financial Officer of PDS Biotechnology Corporation (Nasdaq: PDSB) (“PDS Biotech”), a clinical-stage immunotherapy company, where he led all aspects of the company’s budgeting, forecasting, financial management and reporting. Prior to joining PDS Biotech, he served as Chief Financial Officer of Strata Skin Sciences (Nasdaq: SSKN), a medical technology company developing, commercializing and marketing products for the treatment of dermatologic conditions, from 2018 to 2021. Prior to joining Strata Skin Sciences, Mr. Hill served as Chief Financial Officer at several companies, including Velcera, Inc., which developed pet medication for the companion animal health industry, and EP MedSystems, which developed and marketed cardiac electrophysiology products. He was also a Senior Manager at the international accounting and consulting firm, Grant Thornton LLP. Mr. Hill holds a Bachelor of Science in Accounting from Lehigh University. Moshe Citronowicz, age 73, Senior Vice President since 2012, came to the United States in 1978 and has worked in a variety of manufacturing and high technology industries. In October 1993, Mr. Citronowicz joined the Company as Vice President of Operations and served as our Chief Operating Officer until November 2011. Currently, he is serving as the Senior Vice President. Shawn Roman, age 55, Chief Operating Officer since November 2024, joined the Company in October 2014 and has served as Vice President of Research and Development since June 2015. In this role, he has been responsible for new product and technology development as well as the clinical research supporting the safety and efficacy of the Company’s Renuvion product portfolio. Prior to joining the Company, Mr. Roman served as Engineering Manager and then General Manager of the Co-Innovation Florida location of Coorstek Medical, a privately held company specializing in providing product development and manufacturing services to orthopedic medical device companies. Prior to joining Coorstek, Mr. Roman spent more than 14 years with the craniomaxillofacial division of what is now Zimmer Biomet in a variety of product development roles of increasing responsibility including Vice President of Research and Development. Mr. Roman holds a Bachelor of Science in Mechanical Engineering from the University of Florida and a Bachelor of Physics from Jacksonville University.
Knowledge, Skills and Experience Matrix
Lawrence J. Waldman, CPA, age 79, Director since March 2011, Lead Independent Director, and Audit Committee Chair. Mr. Waldman has over 50 years of experience in public accounting. Mr. Waldman currently serves as a senior advisor to First Long Island Investors, LLC, an investment and wealth management firm since May 2016. Prior to that Mr. Waldman served as an advisor to the accounting firm of EisnerAmper LLP, where he was previously the Partner-in-Charge of Commercial Audit Practice Development for Long Island since September 2011. Prior to joining EisnerAmper LLP, Mr. Waldman was the Partner-in-Charge of Commercial Audit Practice Development for Holtz Rubenstein Reminick, LLP from July 2006 to August 2011. Mr. Waldman was the Managing Partner of the Long Island office of KPMG LLP from 1994 through 2006, the accounting firm where he began his career in 1972. Mr. Waldman was elected to the Board of Directors of Comtech Telecommunications Corp. in August of 2015 and since December 2015, serves as Chair of its Audit Committee, and from December 2021 to March 2024, served as its Lead Independent Director. In October 2016, Mr. Waldman was appointed and subsequently in December 2016 elected to the Board of Directors of CVD Equipment Corporation, and serves as the Chair of the Audit Committee and as Lead Independent Director. In January 2021, Mr. Waldman was appointed to serve as non-Executive Chairman of the Board of CVD Equipment Corporation. Mr. Waldman also served through October 2018 as a member of the Board of Directors of Northstar/ RXR Metro Income Fund, a non-traded Real Estate Investment Trust, where he also had served as a member of its Audit Committee starting in 2014. Mr. Waldman also served as a member of the State University of New York’s Board of Trustees and as Chair of its Audit Committee. He previously served as the Chairman of the Board of Trustees of the Long Island Power Authority and as Chair and a member of the Finance and Audit Committee of its Board of Trustees. Mr. Waldman meets the definition of a financial expert as defined by the SEC and the Nasdaq Global Select Market. The Company believes Mr. Waldman is qualified to serve as Director, Audit Committee Chair and Lead Independent Director because of his over 50 years of experience in public accounting, his positions on various boards and business experience. Minnie Baylor-Henry, age 78, Director and Regulatory Compliance Committee Chairperson since August 2019. Ms. Baylor-Henry has over 25 years of regulatory affairs experience. She is the President of B-Henry & Associates, LLC, a consulting firm that she founded to provide regulatory strategic support to life sciences companies. Prior to starting her consulting company, she held various executive level positions over a 15-year period at Johnson & Johnson (J&J). Before retiring from J&J in 2015, she was the Worldwide Vice President of Regulatory Affairs-Medical Devices. During her time at J&J, she also had served as the Vice President-Medical & Regulatory Affairs in the Over-the Counter Group, as well as Senior Director, Regulatory Affairs- Pharmaceuticals. Ms. Baylor-Henry also worked for Deloitte & Touche (2008-2010) as the National Director Regulatory Affairs- Life Sciences. Prior to joining the private sector, she worked for the US Food & Drug Administration (1991-1999) in many roles, including serving as the Director of the Division of Drug, Marketing, Advertising & Communications and the FDA’s National Health Fraud Coordinator. From 2018 to 2025, Ms. Baylor-Henry served on the Board of Directors of scPharmaceuticals, a publicly-held company focused on developing technologies that enable subcutaneous administration of therapies until it was acquired by another company. In 2021 she stepped down from the Board of Directors of PolarityTE, a publicly- held regenerative medicine company. She joined the Board of Directors of Paratek Pharmaceuticals, a publicly-held company focused on solutions for patients with infectious diseases, which was acquired by private equity in 2023. In March, 2022, she joined the Board of Directors of Lantheus Holdings, LLC, an innovative diagnostics and targeted therapeutics company. Ms. Baylor-Henry received her pharmacy degree from Howard University’s College of Pharmacy and a law degree from Catholic University’s Columbus School of Law. The Company believes Ms. Baylor-Henry is qualified to serve as Director and Regulatory and Compliance Committee Chairperson because of her extensive experience in global and regulatory management and compliance. Wendy Levine, age 53, Director, has over 25 years of healthcare marketing and advertising experience across the pharmaceutical, biotech, medical device and vaccine sectors. Prior to her retirement in 2024, Ms. Levine was Group President and head of the advertising business at 21GRAMS, part of Real Chemistry, a global health innovation company that she founded with her partners in 2018. From 2003 to 2007, Ms. Levine worked at Johnson & Johnson, where she served as Group Product Director in the Specialty Pharmaceuticals Business Unit and then as Director, Stakeholder Marketing in the Medical Device Business Unit. From 2007 to 2009, Ms. Levine held the position of Senior Director of Marketing for the influenza portfolio at Novartis Vaccines. From 2009 to 2014, a love for advertising brought her to the agency world, where she rose through the ranks within account management at The Bloc. From 2014 to 2015, Ms. Levine held the role of EVP, Managing Director at McCann Health. From 2015 to 2017, she worked as Director of Client Services at GSW. Ms. Levine received her bachelor’s degree in interdisciplinary studies (economics and Western European culture) from the University of Pittsburgh and a master’s degree in education from Beaver College (Arcadia University). The Company believes Ms. Levine is qualified to serve as Director because of her extensive experience in marketing and advertising.
Regulatory Compliance Committee
Regulatory Compliance Committee The Regulatory Compliance Committee is responsible for matters relating to the Company’s overall non-financial regulatory and compliance strategies and systems. Specifically, the Committee provides oversight of management’s efforts to comply with the requirements for a medical device company operating in a highly regulated environment with respect to healthcare compliance, product quality and safety, and other areas as directed by the Board. At December 31, 2025, our Regulatory Compliance Committee consisted of four independent members of the Board of Directors: Minnie Baylor-Henry who serves as Chairperson, Stavros Vizirgianakis, Lawrence J. Waldman and Wendy Levine. The Regulatory Compliance Committee meets as often as it determines necessary, but not less than once a year. In carrying out its responsibilities, the Committee reviews and discusses with management the implementation and enforcement of policies, procedures, risk management and compliance programs related to the Company’s adherence with applicable laws and regulations in the areas of healthcare compliance, product quality and safety and regulatory affairs. A copy of the Regulatory Compliance Committee Charter will be provided to any person without charge upon written request to the Company’s address to the attention of the Secretary. A copy of the Regulatory Compliance Committee Charter is available in the Investor Relations section of our website at www.apyxmedical.com. The table below indicates the current membership of each committee and how many times the Board and each committee met and/or acted by written consent in 2025:
Regulatory Compliance Committee
| | | | Governance and | | Regulatory | | | Board | Audit | Nominating | Compensation | Compliance | | Stavros Vizirgianakis | Chair | Member | Chair | Member | Member | | Charles D. Goodwin | Member | | | | | | Lawrence J. Waldman | Member | Chair** | Member | Member | Member | | Minnie Baylor-Henry | Member | Member | Member | Member | Chair | | Wendy Levine | Member | Member | Member | Chair | Member | | Number of Meetings* | 7 | 4 | 1 | 4 | 4 |
Regulatory Compliance Committee
| * Includes formal meetings and actions by written consent |
Regulatory Compliance Committee
| ** Mr. Waldman has also been designated the Audit Committee’s financial expert as well as the Board’s Lead Independent Director. |
The Decision-Making Process
The Decision-Making Process The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at apyxmedical.com. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee. The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members are allowed to vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to other executives (non-NEO) pay with the Compensation Committee providing transparency and oversight. Decisions on non-NEO pay are made by the CEO. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation. The Role of the Independent Consultant. The Compensation Committee, in prior years, has engaged an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at comparable companies, which we define as our compensation peer group. The Compensation Committee has looked to its independent compensation consultant and performed an independent review by its Chairperson to provide and analyze competitive market data for each NEO, comparing each of their individual components of compensation and total compensation to market.
Performance Bonus
Performance Bonus Historically, the Compensation Committee has set performance-based cash incentive bonus targets, which are designed to provide an opportunity for our senior executives, including our NEOs, to earn an annual incentive, paid in cash, based on the achievement of certain financial targets and/or strategic priorities. An executive’s incentive target is a percentage of their base salary. In 2025, there was no formal bonus program. The table below discloses the annual incentive targets for each NEO for 2025:
Performance Bonus
| | 2025 Base Salary | Bonus Target | Bonus at Target | | Name | ($) | (% of Base Salary) | ($) | | Charles D. Goodwin | $501,800 | 85% | $426,530 | | Matthew Hill | $425,000 | 50% | $212,500 | | Moshe Citronowicz | $323,960 | 30% | $97,188 | | Shawn Roman | $305,760 | 30% | $91,728 |
Performance Bonus
In 2025, there was no formal bonus program. 2025 Discretionary Payouts. Due to the top line revenue growth, operating loss reductions, cash flows from operation reductions and achieving operational objectives including the successful commercial launch of AYON, the Compensation Committee elected to pay a discretionary bonus and funding for performance bonuses was set at 100% of each NEO’s applicable historical target. The Committee retains discretion to further adjust the award upward or downward based on its assessment of individual performance. The following table lists the actual awards earned by the NEOs in 2025:
Performance Bonus
| | Bonus Target | Bonus Target | Actual Award Payout | | Name | (% of Base Salary) | ($) | ($) | | Charles D. Goodwin | 85% | $426,530 | $426,530 | | Matthew Hill | 50% | $212,500 | $212,500 | | Moshe Citronowicz | 30% | $97,188 | $97,188 | | Shawn Roman | 30% | $91,728 | $91,728 |
Equity Compensation
Equity Compensation We believe that equity ownership in our Company is important to provide our Executive Officers and key employees with long-term incentives to better align interests of executives with the interests of stockholders and build value for our stockholders. In addition, equity compensation is designed to attract and retain the executive management team and other key employees throughout the organization. The Compensation Committee has an established practice of approving equity awards for issuance in January of each year. This allows the Compensation Committee to consider the Company's performance over the prior year and business environment in determining the size of the equity award to approve. The exercise price of equity awards is the closing price on the grant date. The grant date of the awards is at least two trading days following the Company's preliminary revenue release, allowing time for this information to disseminate and become public. In addition to its annual grant process, the Compensation Committee may also approve equity awards at other times during the year when it believes such awards are appropriate to recruit, retain, or incentivize employees. The Compensation Committee may grant equity awards at times when it is in possession of material non-public information. In January 2025, the Board approved initial equity awards to the NEOs while it evaluated total NEO compensation. In May 2025, the Board approved additional equity awards to the NEOs. These equity awards were granted using incentive stock options to the extent permitted by the IRS. Stock options are intended to align the interests of award recipients with those of stockholders, since options deliver value only if Apyx’s stock price appreciates after they are granted. This characteristic ensures that the Executive Officers and key employees have a meaningful portion of their compensation tied to future stock price increases and rewards management for long-term strategic planning through the resulting enhancement of the stock price. The 2025 awards for each NEO were as follows:
Equity Compensation
| | Stock Options | | Name | (# of options) | | Charles D. Goodwin | 243,000 | | Matthew Hill | 150,000 | | Moshe Citronowicz | 72,000 | | Shawn Roman | 100,000 |
Equity Compensation
The stock options in January and May vest one-third per year on the anniversary date of the grant over a 3-year period, expire on the 10th anniversary of the grant date, and have an exercise price of $1.42 and $1.48 per share, respectively. Stock options are subject to the award recipient’s continued employment through each vesting date. Stock option awards to executive officers and key employees are entirely discretionary. The CEO recommends to the Compensation Committee awards for individuals other than himself. The Compensation Committee considers this recommendation along with the prior contribution of these individuals and their expected future contributions to our growth. The Committee formulates and presents its recommended allocation of stock option awards to the Board of Directors for approval. The Compensation Committee then would make an independent determination on CEO stock option awards, again formulating and presenting its recommendation for the allocation of stock option awards to the independent members of the Board of Directors for approval. The Board of Directors approves, rejects, or, if necessary, modifies the Committee’s recommendations.
Tax and Accounting Considerations
Tax and Accounting Considerations We regularly consider the various tax and accounting implications of our compensation plans. Section 162(m) of the Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the CEO and the other “covered employees” as defined in the rule. Under the tax laws in effect before 2018, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code was deductible without regard to this limitation. Effective for tax years beginning after December 31, 2017, the Tax Cuts and Jobs Act of 2017 generally eliminated the performance-based exemption, subject to a special rule that grandfathers certain awards and agreements that were in effect on November 2, 2017. While considering tax deductibility as only one of several considerations in determining compensation, the Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes. Accounting considerations also play an important role in the design of our executive compensation program. Accounting rules, such as FASB ASC Topic 718-10-10, Share-Based Payment, require us to expense the cost of our stock option grants which reduces the amount of our reported profits. Because of option expensing and the impact of dilution on our stockholders, we pay close attention to the number and value of the shares underlying stock options we grant.
Compensation of Executive Officers
| | | | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation Earnings | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Name and Principal Position | Year | Salary | ($) | ($) | ($) (1) | ($) | ($) | ($) (3) | ($) | | Charles D. Goodwin | 2025 | $501,800 | $426,530 | $— | $281,993 | $— | $— | $23,540 | $1,233,863 | | CEO and Director | 2024 | $501,800 | $— | $— | $453,273 | $— | $— | $20,898 | $975,971 | | Mathew Hill | 2025 | $425,000 | $212,500 | $— | $173,211 | $— | $— | $41,104 | $851,815 | | CFO, Treasurer and Secretary | 2024 | $425,000 | $— | $— | $279,798 | $— | $— | $75,436 | $780,234 | | Moshe Citronowicz | 2025 | $323,960 | $97,188 | $— | $82,603 | $— | $— | $30,509 | $534,260 | | Senior Vice President | 2024 | $323,960 | $— | $— | $134,303 | $— | $— | $25,215 | $483,478 | | Shawn Roman | 2025 | $305,760 | $91,728 | $— | $112,481 | $— | $— | $28,584 | $538,553 | | Chief Operating Officer | 2024 | $305,760 | $— | $— | $93,266 | $— | $— | $26,568 | $— |
Pay vs Performance
Pay vs Performance This section is included to comply with the provisions of Item 402(v) of Regulation S-K. For a more comprehensive analysis of our compensation philosophy please see the General Compensation Philosophy section of this filing. In the table and footnotes below, “PEO” refers to our principal executive officer, Charles D. Goodwin.
Pay vs Performance
| Pay versus performance table | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | Year | Summary compensation table total for PEO | Compensation actually paid to PEO (2) | Average summary compensation table total for non-PEO NEOs (1) | Average compensation actually paid to non-PEO NEOs (1)(2) | Value of initial fixed $100 investment based on Total stockholder return | Net income (loss) (in thousands) | | 2025 | $1,233,863 | $2,100,299 | $641,543 | $970,105 | $150 | $(11,211) | | 2024 | $975,971 | $509,221 | $675,407 | $490,152 | $68 | $(23,463) | | 2023 | $1,261,470 | $1,413,487 | $769,679 | $734,407 | $112 | $(18,713) |
Pay vs Performance
| (1) Reflects average compensation amounts for our non-PEO named executive officers for the respective years shown. Moshe Citronowicz, Matthew Hill and Shawn Roman are the non-PEO named executive officers for the 2025 year presented. Moshe Citronowicz, Todd Hornsby, Matthew Hill and Shawn Roman are the non-PEO named executive officers for the 2024 year presented. Moshe Citronowicz, Todd Hornsby, Matthew Hill and Tara Semb are the non-PEO named executive officers for the 2023 year presented. |
Pay vs Performance
| (2) The following table summarizes the adjustments from summary table total compensation to compensation actually paid: |
Pay vs Performance
| | PEO | | | Non-PEO NEOs | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary compensation table total compensation | $1,233,863 | $975,971 | $1,261,470 | $641,543 | $675,407 | $769,679 | | Grant date fair value of awards granted during the year | (281,993) | (453,273) | (448,335) | (122,765) | (173,475) | (164,820) | | Fair value of awards granted during the year that are outstanding and unvested as of year-end | 746,266 | 270,058 | 493,290 | 330,056 | 54,734 | 116,387 | | Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | 415,069 | (211,412) | 65,731 | 69,463 | (26,535) | 15,509 | | Change in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year | (12,906) | (72,123) | 41,331 | 51,808 | (45,204) | 660 | | Fair value of awards granted during the year that vested during the year | — | — | — | — | 22,141 | 8,192 | | Prior year-end fair value of awards granted in prior years that were forfeited during the year | — | — | — | — | (16,916) | (11,200) | | Compensation actually paid | $2,100,299 | $509,221 | $1,413,487 | $970,105 | $490,152 | $734,407 |
Pay vs Performance
Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. The change in stock price was the primary driver for the adjustments in the table above. The following table presents a comparison of our actual compensation paid to NEOs versus our total stockholder return, net losses:
Pay vs Performance
| (in thousands except per share data) | 2025 | 2024 | 2025 vs 2024 Change | 2023 | 2024 vs 2023 Change | | Total stockholder return (change in stock price) | $3.50 | $1.58 | 121.5% | $2.62 | (39.7)% | | Net loss attributable to stockholders | $(11,211) | $(23,463) | 52.2% | $(18,713) | (25.4)% | | Actual compensation paid to NEOs | $5,011 | $2,470 | 102.9% | $3,617 | 31.7% |
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements and Potential Payments Upon Termination or Change in Control At December 31, 2025, we were obligated under three employment agreements.
Employment Agreements and Potential Payments Upon Termination or Change in Control
| Name | Contract Expiration Date | | Charles D. Goodwin | N/A(1) | | Matthew Hill | N/A(1) | | Moshe Citronowicz | 12/31/2025 | | Shawn Roman | N/A(1) |
Employment Agreements and Potential Payments Upon Termination or Change in Control
| (1) Employment contracts provide for the Executives to remain employed by the Company until such time as their employment is terminated pursuant to the terms of their Employment Agreement. |
Outstanding Equity Awards
Outstanding Equity Awards The following table presents information with respect to each unexercised stock option held by our Executive Officers as of December 31, 2025:
Outstanding Equity Awards
| | # of Securities | | | | | | Underlying | | | | | | Unexercised | # of Securities Underlying | Weighted Average Option | | | | Options | Unexercised Options | Exercise Price | Option Expiration | | Name | (# Exercisable) | (# Unexercisable) | ($/Sh) | Range After Grant Date | | Charles D. Goodwin | 2,086,500 | 486,000 | $4.74 | 12/15/2027 – 5/15/2035 | | Matthew Hill | 150,000 | 150,000 | $1.94 | 1/10/2034 – 5/15/2035 | | Moshe Citronowicz | 431,000 | 144,000 | $5.28 | 3/16/2026 – 05/15/2035 | | Shawn Roman | 251,999 | 150,001 | $5.08 | 3/16/2026 – 05/15/2035 |
Outstanding Equity Awards
The following table summarizes the stockholder approved plans pursuant to which equity awards are granted together with the number of shares authorized for the issuance and the approximate number of shares available for further grants at December 31, 2025:
Outstanding Equity Awards
| | | # Available | | | # Approved by | December 31, | | Stockholder approved plan | Stockholders | 2025 | | 2012 Share Incentive Plan | 750,000 | — | | 2015 Executive and Employee Stock Option Plan | 2,000,000 | — | | 2017 Executive and Employee Stock Option Plan | 3,000,000 | 280,000 | | 2019 Share Incentive Plan | 2,000,000 | 290,000 | | 2021 Share Incentive Plan | 1,375,000 | 330,000 | | 2023 Share Incentive Plan | 1,600,000 | 450,000 |
Outstanding Equity Awards
There have been no changes in the pricing of any options previously or currently awarded.
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors The following is a table showing the director compensation for the year ended December 31, 2025:
Compensation of Non-Employee Directors
| Name (a) | Fees Earned Or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards * ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (g) | Total ($) (h) | | Stavros Vizirgianakis | $— | $— | $205,963 | $— | $— | $— | $205,963 | | Lawrence J. Waldman | 73,500 | — | 91,332 | — | — | — | 164,832 | | Minnie Baylor-Henry | 20,000 | — | 125,253 | — | — | — | 145,253 | | Wendy Levine | 10,000 | — | 131,102 | — | — | — | 141,102 |
Compensation of Non-Employee Directors
* This column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). On December 17, 2024, the Board approved the following compensation arrangement effective October 1, 2024:
Compensation of Non-Employee Directors
| ● | Annual cash compensation to be paid to the Chair of the Audit Committee of the Board shall be $46,000 per year. |
Compensation of Non-Employee Directors
| ● | Annual cash compensation to be paid to the Lead Independent Director of the Board shall be $27,500 per year. |
Compensation of Non-Employee Directors
| ● | Annual cash compensation to be paid to the Chair of the Regulatory Compliance Committee of the Board shall be $20,000 per year. |
Compensation of Non-Employee Directors
| ● | Annual cash compensation to be paid to the Chair of the Compensation Committee of the Board shall be $10,000 per year. |
Compensation of Non-Employee Directors
| ● | Non-employee members of the Board also received an interim grant of options to purchase 50,000 shares of the Corporation's common stock. The exercise price of these options is equal to the closing price of the Corporation's common stock on its principal exchange two (2) business days following release of the Company's 2024 preliminary top line revenue results. The options vest ratably over a one (1) year period. |
Compensation of Non-Employee Directors
On May 15, 2025, following a peer analysis, the Board approved an additional one-time option grant as follows:
Compensation of Non-Employee Directors
| ● | For the Chair of the Board an option to purchase 128,000 shares of the Corporation's common stock. |
Compensation of Non-Employee Directors
| ● | For the Chair of the Audit Committee an option to purchase 30,000 shares of the Corporation's common stock. |
Compensation of Non-Employee Directors
| ● | For the Chair of the Regulatory Compliance Committee an option to purchase 59,000 shares of the Corporation's common stock. |
Compensation of Non-Employee Directors
| ● | For the Chair of the Compensation Committee an option to purchase 64,000 shares of the Corporation's common stock. |
Compensation of Non-Employee Directors
These options all had an exercise price equal to the closing price of the Company’s common stock on its principal exchange on the date of grant and vest ratably over a one (1) year period. On June 11, 2026, the Company entered into a letter agreement with Stavros Vizirgianakis, the Chairman of the Company’s Board of Directors, in connection with Mr. Vizirgianakis’ appointment as Executive Chairman of the Board. Pursuant to the letter agreement and his appointment as Executive Chairman, Mr. Vizirgianakis will provide strategic leadership and governance oversight, assist management with the execution of corporate initiatives, support investor engagement, advise on capital markets and corporate development matters, and engage in other such comparable duties. Mr. Vizirgianakis will not serve as an officer or employee of the Company, and will not be designated as an “executive officer” of the Company for purposes of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. In connection with Mr. Vizirgianakis’ appointment as Executive Chairman and in recognition of his service to the Company, the Board approved a grant to Mr. Vizirgianakis of 450,000 restricted stock units (the “RSUs”) under the Company’s 2023 Share Incentive Plan (the “Plan”). Each RSU represents a contingent right to receive one share of the Company’s common stock. The RSUs will vest as follows, subject to Mr. Vizirgianakis’ continued service with the Company through the applicable vesting dates: (i) 150,000 RSUs vest immediately on June 11, 2026 (the “Grant Date”); (ii) 150,000 RSUs will begin vesting on the first anniversary of the Grant Date and will vest ratably over the 12-month period beginning on such date in equal monthly installments; and (iii) 150,000 RSUs will begin vesting on the second anniversary of the Grant Date and will vest ratably over the 12-month period beginning on such date in equal monthly installments. The RSUs will otherwise be subject to the terms and conditions of the Plan and the Letter Agreement. Pursuant to the authority granted under its charter, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, to provide expertise regarding competitive compensation practices for the Executive Chairman role and to assist the Compensation Committee in developing an objective assessment of the Executive Chairman’s compensation. In determining the Executive Chairman’s compensation, the Compensation Committee considered Pearl Meyer’s input, including market data and competitive practices for comparable executive chairman roles. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq rules. Mr. Vizirgianakis, who is a member of the Compensation Committee, recused himself from discussions among the Compensation Committee and Pearl Meyer regarding the compensation awarded to him as Executive Chairman and the ultimate vote by the Compensation Committee concerning the foregoing. Based on this review, the Compensation Committee believes that the Executive Chairman’s annualized compensation reflects market practice for executive chairman roles. In addition, the Compensation Committee determined that the compensation structure is appropriately weighted toward equity-based compensation, which promotes strong alignment between the interests of the Executive Chairman and the Company’s stockholders. There have been no changes in the pricing of any options previously or currently awarded.