DEF 14A of Sensus Healthcare, Inc.
Filed Apr 29, 2026 · FY20250001753926-26-000749
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors
Director Nominating Process
Director Nominating Process The Board is responsible for nominating candidates to serve as directors. The Nominating and Corporate Governance Committee, comprised solely of independent directors, is responsible for identifying potential directors, reviewing each potential nominee’s qualifications, and recommending director nominees to the Board for its consideration. To fulfill these responsibilities, the Committee annually assesses the requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure. In determining whether to nominate an incumbent director for reelection, the Committee evaluates each incumbent director’s continued service in light of the current assessment of the Board’s requirements. When the need to fill a new Board seat or vacancy arises, the Committee proceeds by whatever means it deems appropriate to identify a qualified candidate or candidates, which may include engaging an outside search firm or considering recommendations from stockholders, directors, and executive officers. The Committee reviews the qualifications of each potential candidate, as well as whether the potential candidate is independent, as that term is defined in the Nasdaq Stock Market listing standards. The qualifications of potential candidates include leadership skills and executive experience, expertise in medical technology or devices, medical knowledge, financial and accounting knowledge, prior experience in our core markets, expertise in capital markets, strategic planning, and marketing expertise, as well as integrity, character, independent judgment, breadth of experience, insight, knowledge and business acumen. The Committee strives to maintain a Board that reflects a diversity of experience and personal backgrounds and characteristics. The selection criteria may vary over time depending on the needs of the Board. Final candidates are generally interviewed by one or more Committee members. The Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and other available information. The Board makes the final decision on whether to invite a candidate to join the Board based on the totality of the merits of each candidate rather than any specific or minimum qualifications or attributes. The Board-approved invitation is extended by the Chairman of the Board.
Director Recommendations by Stockholders
Director Recommendations by Stockholders The Committee will consider recommendations for director nominees from stockholders made in writing and addressed to the attention of the Chairman of the Nominating and Corporate Governance Committee, in care of the Corporate Secretary, Sensus Healthcare, Inc., 851 Broken Sound Parkway, NW #215, Boca Raton, FL 33487. Our Nominating and Corporate Governance Committee will consider recommendations from stockholders on the same basis as other recommendations.
Independent Directors
Independent Directors Our common stock is listed on the Nasdaq Capital Market. Nasdaq requires that a majority of our directors be “independent,” as defined by Nasdaq’s listing standards. Generally, a director does not qualify as an independent director if the director or a member of a director’s immediate family has had in the past three years certain relationships or affiliations with us, our external or internal auditors, or other companies that do business with us. Based on these rules, our Board has affirmatively determined that Ms. Cornish and Messrs. Biscotti, Petrelli and Sachetta are independent and that Mr. J. Sardano, our Chairman and CEO, and Mr. M. Sardano, our President, General Counsel, Chief Commercial Officer, and Corporate Secretary, are not independent.
Election of Directors
Election of Directors The Board is divided into three classes, designated Classes I, II, and III. The directors in each class are elected for a term of three years or until their respective successors are duly elected and qualified. We believe this classified board structure is appropriate for the Company. Obtaining a three-year commitment from our directors assists us in retaining highly qualified directors who have experience and familiarity with our business. We believe that such long-term institutional knowledge benefits Sensus and enables the Board to better consider and provide long-term strategic planning. At the Annual Meeting, stockholders will elect two Class II directors for terms ending at the 2029 Annual Meeting. The Board proposes the nominees set forth below for election as directors at the Annual Meeting. Unless instructed otherwise, the designated proxies will vote each properly delivered proxy for the election of each of the nominees as director. If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute nominee selected by the Board, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve. All nominees are currently serving as directors. The Board currently consists of six members. The following paragraphs provide information as of the date of this Proxy Statement about each nominee and each incumbent director who will remain in office following the Annual Meeting. While the following paragraphs note certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, we also believe that all of our directors have demonstrated integrity, honesty, and adherence to high ethical standards, as well as strong leadership skills, business acumen, ability to exercise sound judgment, and commitment of service to our stockholders.
Nominees to Serve as Class II Director for a Three-Year Term Expiring in 2029
Nominees to Serve as Class II Director for a Three-Year Term Expiring in 2029
Nominees to Serve as Class II Director for a Three-Year Term Expiring in 2029
| | ERIC SACHETTA | | Non-Employee Director Age: 38 Director since: November 2025 Board committees: Audit | Mr. Sachetta currently serves as Chief Wealth Services Officer of Sachetta, LLC, a financial advisory firm based in Lynnfield, Massachusetts, where he leads firmwide advisory strategy, operational oversight, financial planning innovation and multi-disciplinary client service execution. Since 2022, he has led and managed the firm’s financial advisory division, overseeing all wealth management operations and mentoring emerging advisors to achieve production goals. From 2016-2022, Mr. Sachetta was a Financial Advisor with Sachetta, LLC, building a book of business as well as helping other advisors with their clients. Throughout his career, Mr. Sachetta has held a range of leadership roles focused on organizational growth, team development, sales performance and operational improvement. Earlier in his career he founded and led The E TEAM, a nationwide motivational speaking and leadership development organization that reached more than 140 schools and youth programs across 12 states. He also served as author and curriculum creator for “The 8 Mandates of Personal Leadership,” a personal development framework used by students and coaches across the U.S. Mr. Sachetta holds a Bachelor of Science in Corporate Finance & Accounting from Bentley University. He is a Certified Financial Planner (CFP®), Chartered Financial Consultant (ChFC®), Tax Planning Certified Professional (TPCP™) and holds a Series 65 investment advisory license. Given Mr. Sachetta’s financial, sales and leadership experience, our Board believes that he is qualified to serve as a director | | President, General Counsel, Chief Commercial Officer and Corporate Secretary Age: 38 Director since: 2024 Other public company boards: None | Michael J. Sardano Mr. Sardano has served as our President, General Counsel and Corporate Secretary since February 2022 and as our Chief Commercial Officer since November 2025. Prior to that, Mr. Sardano served as our Vice President and General Counsel from January 2018 to February 2022, our General Counsel/Director of Governance and Regulatory from January 2017 to December 2017, our Corporate Counsel/Director of Governance and Regulatory from January 2016 to December 2016, and our Corporate Counsel and Quality Assurance and Regulatory Affairs Manager from August 2013 to December 2015. Mr. Sardano worked as a legal intern for the Office of Appeals for the Massachusetts Department of Revenue from August 2012 to April 2013 and as a United States Senate Intern for the Committee on Rules and Administration in the office of Senator Lamar Alexander from May 2012 to August 2012. Mr. Sardano holds a Juris Doctor from New England Law-Boston and a Bachelor of Science degree in Management and Finance from Bentley University. Mr. Sardano has fifteen years of experience in the dermatology industry and has developed a large network that is valuable for directing our business in various areas, including sales, clinical research, government affairs, and federal coding and reimbursement. For these reasons, our Board believes that he is qualified to serve as a director. |
Nominees to Serve as Class II Director for a Three-Year Term Expiring in 2029
| The Board recommends a vote “FOR” the nominees. |
Continuing Directors
Continuing Directors We have two directors continuing in office as Class I Directors, with terms expiring at the 2028 Annual Meeting of Stockholders:
Continuing Directors
| Non-Employee Director Age: 73 Director since: 2016 Board committees: Audit, Compensation Other public company boards: Ring Energy, Inc. | ANTHONY PETRELLI Mr. Petrelli is currently a Financial Consultant and Registered Representative of Momentum Independent Network. From 2010 through 2022, Mr. Petrelli was the President, Chairman, and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado-based financial services firm founded in 1977. Beginning his career in investment banking in 1972, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees, including the FINRA Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and FINRA District Business Conduct Committee for District 3 (Chairman). Since 2013, Mr. Petrelli has served as a director of Ring Energy, Inc. Mr. Petrelli has also served as a director on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver-based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor, a National Certified Counselor and an Approved Clinical Supervisor. Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary. Given Mr. Petrelli’s substantial experience in corporate finance, our Board believes that he is qualified to serve as a director. | | Non-Employee Director Age: 42 Director since: January 2026 Board committees: None Other public company boards: None | LARRY BISCOTTI Mr. Biscotti currently serves as President, Imaging for the U.S. and Canada at GE HealthCare, where he is responsible for the company’s largest global product and solutions segment. His prior work history includes positions with Elekta, Varian Medical Systems, Toshiba Medical, SMV Nuclear Medicine, and CTI Molecular Imaging, providing a strong foundation in imaging, oncology and radiation therapy technologies. He brings more than 25 years of executive leadership experience in the medical device and healthcare technology sectors, with an extensive background in driving commercial strategy, expanding global market share and launching advanced imaging and oncology technologies. Mr. Biscotti holds an MBA from Pepperdine University and a Bachelor of Science from Cornell University. He is an alumnus of Harvard Business School’s Program for Leadership Development. Given Mr. Biscotti’s extensive experience in the medical device and healthcare technology sectors, our Board believes that he is qualified to serve as a director. |
Continuing Directors
We also have two directors continuing in office as Class III Directors, with terms expiring at the 2027 Annual Meeting of Stockholders:
Continuing Directors
| Non-Employee Director Age: 41 Director since: 2021 Board committees: Audit, Compensation, and Corporate Governance and Nominating Other public company boards: None | MEGAN CORNISH Megan Cornish is the Chief Customer Officer and Corporate Secretary of Moth+Flame, a leader in virtual reality. From 2016-2020, she served as the Vice President of External Affairs of FoodMaven Corporation, where she led the company strategy in communications, government, and industry affairs. Ms. Cornish is a founding board member of the Upcycled Food Association and Upcycled Food Foundation, which were formed in 2019 to influence sustainable practices in the food industry. From 2019-2021, she was on the ReFED Expert Network as an industry leader in sustainability and food and beverage. As a lobbyist and consultant since 2013, Ms. Cornish has advised a broad range of companies in a variety of industries including virtual reality, food and beverage, health, technology, and communications. In 2013, she served as Legislative Assistant to Representative Tim Holden (PA), who was a member of the U.S. Committee on Agriculture. Previously, Ms. Cornish handled immigration, science and technology, homeland security and animal rights issues, and special projects as a Legislative Correspondent and Legislative Assistant for Congressman Ed Towns (NY) while he was Chairman of the US House Committee on Oversight and Government Reform. Ms. Cornish received a B.A. in political science from Colorado College and an M.A. in global security from Johns Hopkins University. She is a certified yoga instructor and certified sailboat captain. Given Mrs. Cornish’s extensive experience in public relations, entrepreneurship, and United States politics, our Board believes that she is qualified to serve as a director. | | Chairman and CEO Age: 73 Director since: 2010 Board committees: None Other public company boards: None | JOSEPH C. SARDANO Mr. Sardano is our co-founder and has been our Chief Executive Officer and Chairman of the Board since our inception in 2010. Mr. Sardano has over 40 years of experience in the healthcare industry. Prior to founding Sensus, Mr. Sardano served as Chief Commercial Officer of Xoft, Inc., an electronic brachytherapy medical device company; as managing partner and healthcare consultant for Molecular Imaging Ventures; as Sr. Vice President of Global Sales and Marketing of CTI Molecular Imaging and Pet Net Pharmaceuticals, a developer of imaging and isotope solutions for the healthcare industry; as Americas Sales Manager for Functional Imaging at GE Medical Systems; as Vice President of Sales and Marketing for Elscint Inc., a developer and manufacturer of medical imaging solutions; and as Region Sales Manager of Toshiba America Medical Systems. Mr. Sardano also currently serves as a board member of Birch BioMed, a Canadian company, as well as a board member for BioFlorida, which promotes Florida-based healthcare companies and technologies. Mr. Sardano has a Bachelor of Arts degree from Concordia University in Montreal, Canada, as well as several Business Certificates from McGill University School of Management. Our Board believes that Mr. Sardano’s breadth of experience with and leadership of the introduction and commercialization of new technologies and services within the healthcare industry qualifies him to serve as our Chief Executive Officer and Chairman of the Board. |
Director Compensation
Director Compensation In 2024, we paid a $20,000 quarterly fee to each of our non-employee directors. As of January 1, 2025, we pay a $25,000 quarterly fee (in arrears) to each of our non-employee directors. From time to time, we also grant equity compensation to each of our non-employee directors. Additionally, we reimburse each director for all reasonable expenses incurred in connection with serving on our Board. The following Director Compensation Table sets forth a summary of the compensation we paid to our directors in 2025:
Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Megan Cornish | 95,000 | — | — | — | 95,000 | | William McCall(3) | 103,333 | — | — | — | 103,333 | | Anthony Petrelli | 95,000 | — | — | — | 95,000 |
Director Compensation
| (1) Messrs. J. Sardano and M. Sardano receive no additional compensation for serving as directors. Messrs. Sachetta and Biscotti were appointed to the Board on November 10, 2025 and January 5, 2026, respectively, and received no payments during 2025 for serving as directors. Mr. Sachetta received a payment of $12,500 in the first quarter of 2026 for serving as a director during part of the fourth quarter of 2025. |
Director Compensation
| (2) This column includes a $20,000 payment made in the first quarter of 2025 (with respect to service during the fourth quarter of 2024) and $25,000 payments made in each of the second, third, and fourth quarters of 2025, except that the payment to Mr. McCall for his service paid during the fourth quarter of 2025 was pro-rated based on the number of days served during the quarter. |
Director Compensation
| (3) Mr. McCall served on the Board until October 2025. |
Introduction
Introduction We are a “smaller reporting company”. As such, under SEC rules, we are not required to include a Compensation Discussion and Analysis section in this Proxy Statement and have elected to provide reduced compensation disclosure, as permitted under SEC rules. For 2025, our named executive officers, or NEOs, were Mr. J. Sardano, our principal executive officer, and Messrs. M. Sardano and Rampolla, our two most highly compensated executive officers (other than our principal executive officer) as of December 31, 2025. The objective of our compensation program is to provide a total compensation package to each named executive officer that will enable us to attract, motivate and retain outstanding individuals, reward named executive officers for performance, and align the financial interests of each named executive officer with the interests of our stockholders to encourage each named executive officer to contribute to our long-term performance and success. The compensation program for our named executive officers consists of the following elements: base salary; cash bonus; equity-based incentive compensation; and severance and change-in-control benefits. Our Compensation Committee, with input from the Board, determines the compensation for our named executive officers, subject where applicable to any employment agreements.
Cash Bonus Compensation
Cash Bonus Compensation Our executive compensation program for our NEOs includes an annual cash bonus, approximately 70% of which is based on the achievement of certain objectives, with the remainder based on the discretion of the Board. Our independent directors approve the terms and conditions of these awards on an annual basis, taking into the account the recommendation of the Compensation Committee.
Equity Incentive Compensation
Equity Incentive Compensation In 2017, we adopted, and our stockholders approved, our broad-based 2017 Incentive Plan, under which we can award various forms of equity-based incentive compensation, including incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, performance shares and phantom stock, and awards consisting of combinations of such incentive awards. In 2023 and 2025, our stockholders approved amendments to our 2017 Incentive Plan, to, among other things, increase the number of shares that may be issued under the plan and to extend the term of the Plan.
Summary Compensation Table
Summary Compensation Table The following summary compensation table shows compensation information for our NEOs for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Joseph C. Sardano | 2025 | 600,000 | 750,000 | — | — | 67,860 | 1,417,860 | | Chief Executive Officer | 2024 | 500,000 | 700,000 | — | — | 68,030 | 1,268,030 | | Michael Sardano | 2025 | 500,000 | 500,000 | 153,200 | — | 60,717 | 1,213,917 | | President, General Counsel, Chief Commercial Officer, & Corporate Secretary | 2024 | 350,000 | 500,000 | 364,200 | — | 60,878 | 1,275,078 | | Javier Rampolla | 2025 | 400,000 | 300,000 | — | — | 52,710 | 752,710 | | Chief Financial Officer | 2024 | 300,000 | 300,000 | — | — | 56,045 | 656,045 |
Summary Compensation Table
| (1) The amounts in this column reflect the grant date fair value of restricted stock awards in the years indicated. The assumptions used to determine the grant date fair value of awards listed in this column are set forth in Note 9 to our Financial Statements included in our 2025 Annual Report on Form 10-K that accompanies this Proxy Statement. The amounts in this column do not reflect the value of shares actually received or which may be received in the future with respect to such awards. |
Summary Compensation Table
| (2) All other compensation includes the following: |
Summary Compensation Table
| Name | Year | Life Insurance ($) | Health Insurance ($) | 401(k) Match, HSA Contribution ($) | Car Allowance ($) | | Joseph C. Sardano | 2025 | 21,254 | 20,353 | 13,259 | 12,994 | | | 2024 | 21,524 | 19,982 | 13,800 | 12,994 | | Michael Sardano | 2025 | 961 | 37,016 | 9,674 | 13,066 | | | 2024 | 961 | 33,051 | 13,800 | 13,066 | | Javier Rampolla | 2025 | — | 37,016 | 2,700 | 12,994 | | | 2024 | — | 33,051 | 10,000 | 12,994 |
Summary Compensation Table
We previously entered into written employment agreements with Messrs. J. Sardano, M. Sardano, and Rampolla. The following is a summary of the material terms of these agreements.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information, for our named executive officers, on unvested option and stock awards and other equity plan awards outstanding at the end of 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
| | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares (#) | Equity incentive plan awards: market or payout value of unearned shares ($) | | Joseph C. Sardano | — | — | — | — | — | — | — | — | | Michael Sardano | 12/17/2024 | — | — | — | 20,000 | 79,600 | — | — | | | 12/12/2025 | — | — | — | 40,000 | 159,200 | — | — | | Javier Rampolla | — | — | — | — | — | — | — | — |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance Table for 2025, 2024, and 2023
Pay Versus Performance Table for 2025, 2024, and 2023 As required by the SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three years. In determining “compensation actually paid,” or “CAP,” to our NEOs, those rules require us to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for 2023, 2024, and 2025. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see the section entitled “Executive Compensation” above.
Pay Versus Performance Table for 2025, 2024, and 2023
| Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(4) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(2)(4) | Value of initial fixed $100 investment based on Total Shareholder Return(3) | Net Income (loss) in thousands | | 2025 | $1,417,860 | $1,417,860 | $983,314 | $924,514 | $54 | $(7,719) | | 2024 | $1,264,850 | $1,264,850 | $963,837 | $963,837 | $96 | $6,647 | | 2023 | $687,599 | $687,599 | $404,798 | $290,948 | $32 | $485 |
Pay Versus Performance Table for 2025, 2024, and 2023
| (1) The PEO in all three years is our CEO, Mr. J. Sardano. |
Pay Versus Performance Table for 2025, 2024, and 2023
| (2) The non-PEO NEOs in all three years are Mr. M. Sardano and Mr. Rampolla. |
Pay Versus Performance Table for 2025, 2024, and 2023
| (3) Pursuant to SEC rules, the Total Shareholder Return (“TSR”) figures assume an initial investment of $100 on December 31, 2022 and represent the value of such investment as of December 31, 2023, 2024, and 2025, respectively. |
Pay Versus Performance Table for 2025, 2024, and 2023
| (4) The following table sets forth the adjustments made during each year represented in the PVP Table to arrive at compensation “actually paid” to our Non-PEO NEOs during each of the years in question (no adjustments were necessary for our PEO): |
Pay Versus Performance Table for 2025, 2024, and 2023
| Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2025 | 2024 | 2023 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | — | — | — | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | — | — | — | | Increase for Fair Value of Awards Granted during year that Vest during year | — | — | — | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | (58,800) | $ __ | $(113,850) | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | — | — | $ — | | Total Adjustments | (58,800) | $ — | $(113,850) |