Moshe Citronowicz
About Moshe Citronowicz
Moshe Citronowicz, age 72, is Senior Vice President at Apyx Medical; he joined the company in October 1993 as VP of Operations, served as Chief Operating Officer until November 2011, and has been SVP since 2012 . Apyx’s 2024 context: total revenue was $48.1 million (-8.1% YoY) with loss from operations of $18.8 million, and management eliminated 2024 bonuses amid a cost-reduction program and covenant amendments; pay-versus-performance disclosure shows TSR and net losses used in CD&A benchmarking . Say-on-pay was approved at the August 2025 meeting (18,963,101 for; 182,700 against; 105,346 abstain; broker non-votes 6,772,342) .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Apyx Medical | Vice President of Operations | 1993–2011 | Joined in Oct 1993; operations leadership in manufacturing and high-tech industries |
| Apyx Medical | Chief Operating Officer | Until Nov 2011 | Led operations; transitioned from COO in 2011 |
| Apyx Medical | Senior Vice President | 2012–present | Senior executive responsibilities since 2012 |
External Roles
No external directorships or roles are disclosed for Mr. Citronowicz in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $311,500 | $323,960 |
| Target Bonus (% of Salary) | 30% | 30% |
| Target Bonus ($) | $93,450 | $97,188 |
| Actual Cash Bonus Paid ($) | $69,807 | $0 (funding set at 0%) |
| 2024 “All Other Compensation” Detail | Amount ($) |
|---|---|
| Life insurance premiums | $198 |
| Short-term disability premiums | $186 |
| Health insurance premiums | $15,218 |
| Employer 401(k) contribution | $9,166 |
| Cell phone allowance | $1,800 |
| Total | $25,215 |
Performance Compensation
| Metric | Weighting | Target | Actual/Outcome | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Total Revenue | Not disclosed | Not disclosed | 2024 revenue $48.1m (-8.1% YoY) | 0% funded (committee set funding at 0%) | Annual cash bonus cycle |
| Operating Income (Loss) | Not disclosed | Not disclosed | 2024 loss from operations $18.8m | 0% funded | Annual cash bonus cycle |
| Cash and Cash Equivalents | Not disclosed | Not disclosed | Used as metric for bonuses | 0% funded | Annual cash bonus cycle |
| Equity Awards (2024 Grants) | Grant Date | Type | # Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Annual LTI | Jan 10, 2024 | Stock Options | 72,000 | $2.42/share | 1/3 per year on grant anniversary | 10 years from grant date |
The company emphasizes options as the primary long-term incentive, aligning value delivery with future stock price appreciation; grants are typically approved in January following preliminary revenue release and may be discretionary .
Equity Ownership & Alignment
| Ownership Snapshot (as of Jun 23, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares/options) | 863,504 (includes 456,504 shares + 407,000 vested options) |
| Ownership % of shares outstanding | 2.3% |
| Shares pledged as collateral | None disclosed |
| Compliance with stock ownership guidelines | Not disclosed |
| Outstanding Options (as of Dec 31, 2024) | Exercisable | Unexercisable | Weighted Avg Exercise Price | Expiration Range |
|---|---|---|---|---|
| Options balance | 359,000 | 144,000 | $5.82 | Mar 16, 2026 – Jan 10, 2034 |
Company-wide equity plans authorized and shares available for issuance are detailed across multiple programs; the 2023 Share Incentive Plan had ~880,000 available shares at year-end 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Contract Term/Auto-renewal | Automatic one-year extension after initial term unless 60 days written notice by company |
| Termination—Death/Disability | Pro-rata base salary and benefits through termination; bonuses pro-rata; option treatment per plan |
| Termination—Resignation | 30 days prior notice; pro-rata base salary to termination date |
| Termination—For Cause | Violations include non-compete breach or crimes of moral turpitude; future compensation forfeited |
| Termination—Without Cause | 30 days prior notice; pay accrued compensation and bonuses to date; lump sum severance equal to 3x salary |
| Change-of-Control/Company Breach | Executive may elect to terminate; lump sum severance equal to 3x annual salary and bonus, plus amounts due under the agreement |
| Non-compete/Restrictive Covenants | Non-compete referenced; specific duration/scope not disclosed in proxy |
| Clawback Policy | Compensation Recovery Policy effective Oct 2, 2023 under Nasdaq/Section 10D; applies to incentive comp over prior 3 completed fiscal years if an accounting restatement is required |
Compensation Committee & Benchmarking
- Compensation Committee composition (Dec 31, 2024): Wendy Levine (Chair), Stavros Vizirgianakis, Lawrence J. Waldman, Minnie Baylor-Henry; all independent .
- Use of independent consultant: Engaged in prior years to assess competitive pay practices; peer group reviewed by committee chair .
- Compensation peer group: Biolase; CVRx; CytoSorbents; Electromed; Neuronetics; NeuroPace; Pulmonx; Sensus Healthcare; TELA Bio; Utah Medical Products; Xtant Medical .
Pay vs Performance and Governance Signals
| Pay vs Performance Table (PEO/non-PEO summary; company TSR/net income) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | $18 | $20 | $12 |
| Net income (loss), $ thousands | $(23,184) | $(18,713) | $(23,463) |
| Total stockholder return (stock price, selected disclosure) | $2.34 | $2.62 | $1.58 |
| 2025 Annual Meeting Voting Outcomes | Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Proposal 3) | 18,963,101 | 182,700 | 105,346 | 6,772,342 |
| Frequency of Say-on-Pay (1/2/3 years; abstain) | 9,205,086 / 25,369 / 7,530,910 / 2,489,782 | — | — | — |
Investment Implications
- Pay-for-performance alignment strengthened by zero bonus funding for 2024 despite existing targets, reflecting the company’s revenue decline and operating losses; Moshe’s cash incentive paid $0 vs a 30% target, signaling discipline amid macro/aesthetic demand uncertainty .
- Equity-heavy incentives with multi-year option vesting and a significant exercisable balance (359k exercisable vs 144k unexercisable as of 12/31/24) align upside with share appreciation; 2024 options granted at $2.42 vest over three years and expire in 10 years .
- Ownership: Moshe beneficially owns 863,504 (456,504 shares + 407,000 vested options), equal to 2.3% of outstanding shares—material skin-in-the-game with no pledging disclosed, reducing alignment risk from collateralization .
- Employment economics include generous severance: 3x salary if terminated without cause and 3x salary+bonus upon change-of-control or company breach—effectively a single-trigger CIC election feature that may increase deal-related costs and retention leverage in strategic scenarios .
- Governance and shareholder sentiment remain supportive: Say-on-pay passed in 2025; the compensation committee is fully independent and uses a peer group consistent with small-cap medical tech peers, mitigating pay inflation and consultant conflicts .