Charles Goodwin
About Charles Goodwin
Charles D. Goodwin, age 59, has served as Chief Executive Officer and Director of Apyx Medical since December 15, 2017; he holds a B.A. in Finance and Economics from Eastern Washington University . Company performance under his leadership remains challenged: 2024 revenue was $48.1M (-8.1% YoY) with a loss from operations of $18.8M, and the Pay vs. Performance table shows severe TSR compression (value of $100 invested declined to $12 in 2024) . In May 2025, Apyx received FDA 510(k) clearance for AYON and plans an H2’25 launch, a potential execution lever for recovery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MIS Implants Technologies, Inc. | CEO (U.S.) | 2014–2016 | Led a dental implants business at a private company . |
| Olympus/Gyrus ACMI | Group VP, Global Surgical Energy | ~2008–2013 | Oversaw commercial strategy, R&D and operations; prior roles included President, Worldwide Sales . |
| Gyrus ACMI | President, Worldwide Sales; earlier: Regional Sales Dir., VP Sales; President, Surgical Division | 2002–2008 | Built global distribution; achieved 35% avg. annual sales growth for 3 years; key contributor to $2.2B sale to Olympus (2008) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ZSX Medical, LLC | Director | Since March 2022 | Clinical-stage medtech; Goodwin joined board while CEO of Apyx . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $482,500 | $501,800 | CEO base set/reviewed by independent directors . |
| Target Annual Bonus (% of Base) | Not disclosed for 2023 | 85% ($426,530) | 2024 plan metrics: total revenue, operating income (loss), cash & equivalents . |
| Actual Annual Bonus Paid | $306,363 | $0 | 2024 funding set at 0% given conditions in aesthetics capital spending . |
| Option Awards (Grant-date FV) | $448,335 | $453,273 | Black-Scholes valuation . |
| All Other Compensation | $24,272 | $20,898 | 401(k), insurance; 2024 breakdown includes $10,350 employer 401(k) . |
| Total Compensation | $1,261,470 | $975,971 | “Pay vs Performance” CAP for PEO in 2024: $509,221 . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Total Revenue (FY24) | Not disclosed | Not disclosed | $48.1M (-8.1% YoY) | 0% of target for all NEOs | Annual cash bonus plan . |
| Operating Income (Loss) (FY24) | Not disclosed | Not disclosed | $(18.8)M | 0% | — |
| Cash & Cash Equivalents | Not disclosed | Not disclosed | Not disclosed in proxy (metric used) | 0% | — |
Equity incentives: In January 2024, Goodwin received 243,000 stock options at $2.42, vesting one-third annually over 3 years; options expire at 10 years . Equity is entirely option-based for 2024 (no RSUs/PSUs disclosed), aligning value with stock price appreciation .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership | 2,176,500 shares (includes 90,000 common shares and 2,086,500 vested options exercisable within 60 days) = 5.5% of outstanding . |
| Vested vs. Unvested | 1,843,500 options exercisable; 486,000 unexercisable as of 12/31/2024; weighted avg. exercise price $5.08; expirations 12/15/2027–1/10/2034 . |
| 2024 Option Grant | 243,000 options at $2.42, vest 1/3 on each anniversary of 1/10/2024 (i.e., ~1/10/2025, 1/10/2026, 1/10/2027) . |
| Ownership Guidelines | Not disclosed in the 2025 proxy. |
| Pledging/Hedging | Company maintains an Insider Trading Policy within the Code; specific pledging/hedging restrictions not disclosed in proxy . |
| Clawback | Nasdaq-compliant clawback effective Oct 2, 2023; can recoup incentive comp for prior 3 completed fiscal years in restatement scenarios . |
Potential vesting overhang: Goodwin’s unexercisable 486,000 options plus the 2024 grant tranches create identifiable vest dates that could add selling pressure if in-the-money at vesting; pricing relative to exercise price drives realizable value .
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Agreement | Amended & Restated Employment Agreement effective Sept 17, 2020 (amending Dec 15, 2017 agreement) . |
| Base/Bonus Eligibility | Initial base $450,000 (reviewable, not reducible); eligible for bonus/equity per plans/Board discretion . |
| Death/Disability | Accrued pay/expenses, pro rata bonus; employer portion of COBRA up to 12 months; options: exercisable plus next-anniversary tranche become exercisable for 12 months post-termination . |
| Termination for Cause / Resignation w/o Good Reason | Accrued pay/expenses; if resigning w/o good reason, vested options remain exercisable for 3 months . |
| Good Reason, Without Cause, or “in connection with” Change of Control | Accrued pay/expenses, pro rata bonus, 12 months of base salary continuation, employer COBRA up to 12 months; options exercisable plus next-anniversary tranche become exercisable for 12 months post-termination . |
| Restrictive Covenants | Customary non-competition, non-solicitation, confidentiality . |
Note: The proxy describes option vesting treatment for terminations and “in connection with a change of control,” but does not specify a formal single- vs. double-trigger structure beyond this language .
Board Governance
- Board and Committee Service: Goodwin is CEO and a Director (since Dec 2017); he is not a member of any Board committee .
- Board Structure: Non-executive Chair (Stavros Vizirgianakis) and a separate Lead Independent Director (Lawrence J. Waldman); all committee members are independent .
- Attendance and Size: In 2024, the Board held 10 meetings; all directors attended 100% of Board and committee meetings .
- Independence: Four of five directors are independent (not including Goodwin) .
- Committees: Audit (Waldman Chair/financial expert), Compensation (Levine Chair), Governance & Nominating (Vizirgianakis Chair), Regulatory Compliance (Baylor-Henry Chair) .
Dual-role implications: Goodwin’s dual role as CEO and director is mitigated by an independent Chair and Lead Independent Director, independent-only committees, and regular executive sessions without management present .
Director Compensation (Context for dual roles)
Non-employee director pay was restructured effective Oct 1, 2024 to preserve cash, increasing equity emphasis; changes included committee chair retainers and annual option grants to non-employee directors (50,000 options vesting over one year). CEO-directors (like Goodwin) do not receive separate director fees .
Compensation Peer Group and Say-on-Pay
- Compensation Peer Group (FY24): BIOLASE; CVRx; CytoSorbents; Electromed; Neuronetics; NeuroPace; Pulmonx; Sensus Healthcare; TELA Bio; Utah Medical Products; Xtant Medical .
- Say-on-Pay: Advisory vote scheduled for 2025 annual meeting; historical approval percentages not disclosed in the 2025 proxy .
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR: Value of $100 Investment | $18 | $20 | $12 |
| Stock Price Reference (Proxy Table) | $2.34 | $2.62 | $1.58 |
| Net Income (Loss) ($000s) | $(23,184) | $(18,713) | $(23,463) |
Highlights and risk context:
- 2024 restructuring reduced U.S. workforce ~25% (expected ~$4.3M annualized savings) and eliminated 2024 bonuses; Board size cut from 8 to 5 with cash comp reduced from ~$0.5M to ~$0.1M, offset by increased stock-based compensation .
- Credit agreement amendments lowered revenue covenants and added an OpEx cap; company must maintain $3.0M minimum cash; completed $7.0M financing in Nov 2024 .
- AYON 510(k) clearance in May 2025 positions new product launch for H2’25 .
Vesting Schedules and Potential Insider Selling Pressure
- CEO options granted in Jan 2024 vest one-third annually over three years (anniversaries of 1/10/2024) .
- Outstanding unexercisable options (486,000) for Goodwin imply future vesting events; actual selling pressure depends on in-the-money status and personal trading decisions under the Insider Trading Policy .
Related Party Transactions and Red Flags
- Clawback policy adopted Oct 2, 2023; no repricing of underwater options reported; no loans or related-party transactions involving Goodwin disclosed; one Section 16 delinquency disclosed for another officer (Form 3 for Roman) .
- No legal proceedings involving nominees in past ten years disclosed; governance enhancements include independent Chair and Lead Independent Director .
Employment Terms (Detailed CEO Severance/CoC Economics)
| Scenario | Cash | Bonus | COBRA | Equity Treatment |
|---|---|---|---|---|
| Death/Disability | Accrued pay/expenses | Pro rata bonus | Employer portion up to 12 months | Vested + next-anniversary tranche exercisable for 12 months . |
| For Cause / Resign w/o Good Reason | Accrued pay/expenses | None | None | If resign w/o good reason: vested options exercisable for 3 months . |
| Good Reason / Without Cause / In connection with CoC | 12 months base continuation | Pro rata bonus | Employer portion up to 12 months | Vested + next-anniversary tranche exercisable for 12 months . |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonuses paid at 0% and equity tilted to options (no RSUs/PSUs disclosed), aligning CEO realizable pay with share price recovery; however, heavy reliance on options (weighted avg. exercise price $5.08 across CEO’s option pool) may be out-of-the-money given TSR data, limiting near-term realizable value and potentially supporting retention if upside materializes .
- Retention and liquidity risk: CEO severance provides 12 months’ salary plus pro rata bonus and COBRA in several termination scenarios; only partial option acceleration (next tranche), which, combined with depressed TSR, tempers “pay-to-leave” concerns but may reduce immediate retention friction if strategic alternatives arise .
- Execution catalysts vs. governance mitigants: AYON clearance and H2’25 launch are key levers to regain growth; governance mitigants (independent Chair, Lead Independent Director, independent-only committees, 100% attendance) offset dual-role concerns around CEO-director status .
- Balance sheet and covenants: Amended credit covenants, minimum cash, and 2024 financing indicate constrained flexibility; achieving cost reductions (OpEx targets) and revenue thresholds is critical to de-risk equity and unlock option value .