Not independent
Tenure on this board
3.8 yrs
Also a director at
Modular Medical Inc (MODD)
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors (Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller, and James Tyler), ratify Baker Tilly US, LLP as the company’s independent registered public accounting firm for fiscal year 2026, and cast an advisory (non-binding) Say-on-Pay vote to approve the compensation paid to the named executive officers.
Elect five directors — Morgan Frank, Gregory Bazar, Jeffrey Blizard, Ian Miller and James Tyler — to serve until the 2027 annual meeting of stockholders.
Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation paid to the company's named executive officers as disclosed in the proxy statement, including compensation tables and narrative. Management frames the proposal as a broad endorsement of its pay philosophy, which it describes as aligning executive pay with both short-term and long-term company performance, tying incentives to measurable goals, and using compensation as a retention and recruitment tool. The request is advisory and will not legally bind the Board or Compensation Committee, but the filing states the Compensation Committee will consider the vote's outcome when making future compensation decisions. Contextually, Sanuwave emphasizes its pay-for-performance approach, describing short-term cash incentives linked to specific annual goals and equity incentives that vest over multi-year schedules—mechanisms intended to drive alignment with shareholder value creation. The Board recommends a FOR vote, arguing that the program helps attract and retain high-caliber executives and aligns pay with company objectives. Given the company's recent financial restatement disclosures and material weaknesses in internal controls noted elsewhere in the filing, shareholders may weigh whether the Compensation Committee’s governance and oversight (including policies like clawbacks) adequately mitigate risk and align management incentives with sustainable financial reporting and long-term performance. Because the vote is non-binding, the real governance consequence is reputational and informational: an adverse result would likely prompt the Compensation Committee to revisit plan design or disclosure. Evaluating this proposal requires analysis of the specific compensation mix disclosed (base salary, discretionary and performance bonuses, and option awards), historical pay versus performance metrics presented in the filing, and the degree to which incentive structures might encourage short-term risk-taking versus durable value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Opaleye Management Inc. | 11.41% | 981,267 | $17M |
| 2 | AWM Investment Company, Inc.Activist | 5.29% | 454,550 | $8M |
| 3 | Praetorian PR LLC | 4.07% | 350,000 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 348,874 | $6M |
| 5 | Solas Capital Management, LLC | 3.34% | 287,514 | $5M |
| 6 | BlackRock, Inc. | 2.99% | 256,950 | $4M |
| 7 | STIFEL FINANCIAL CORP | 2.93% | 251,633 | $4M |
| 8 | BlackRock, Inc. | 2.17% | 186,795 | $3M |
| 9 | UBS Group AG | 2.00% | 172,313 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.70% | 146,358 | $3M |
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