Shawn Roman
About Shawn Roman
Apyx Medical’s Chief Operating Officer since November 2024, age 54, with a mechanical engineering and physics background, and >20 years in medical devices across Zimmer Biomet’s CMF division and Coorstek Medical; joined Apyx in 2014 and led R&D from 2015 to 2024, including clinical development for Renuvion . During the most recent disclosures: 2024 revenue was $48.1 million (–8.1% YoY) and loss from operations was $18.8 million; the Pay-vs-Performance table shows 2024 TSR value of $12 on a fixed $100 investment, reflecting equity underperformance in that period . Roman’s compensation moved to a performance-heavy mix: 2024 annual bonus funding set to 0% amid macro pressures in aesthetics, and option awards as the primary long-term incentive .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Apyx Medical | Chief Operating Officer | Nov 2024–present | Operational leadership for AYON launch and Advanced Energy portfolio execution |
| Apyx Medical | VP, Research & Development | Jun 2015–Nov 2024 | Led new product/technology development and clinical research supporting Renuvion efficacy/safety |
| Coorstek Medical (Florida Co-Innovation site) | Engineering Manager; General Manager | Pre-2014 | Product development/manufacturing services for orthopedic device customers |
| Zimmer Biomet (CMF division) | Product development roles to VP, R&D | ~14 years | Scaled R&D programs across craniomaxillofacial portfolio; advanced device development pipeline |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No public company board or external governance roles disclosed for Roman |
Fixed Compensation
| Component | 2024 | 2025 (agreement terms) |
|---|---|---|
| Base salary ($) | $305,760 | $305,760.52 initial base per Employment Agreement effective Jan 28, 2025 |
| Target annual bonus (% of base) | 30% | Not less than 50% (plan to be established by Company) |
| Actual bonus paid ($) | $0 (funding set to 0%) | N/D (not disclosed) |
| All Other Compensation ($) | $26,568 total (benefits/allowances per company programs) | N/D |
Performance Compensation
Annual incentive design and results
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Total revenue | N/D | N/D | Company used metric; bonus funding set at 0% for 2024 | 0% of target |
| Operating income (loss) | N/D | N/D | Company used metric; bonus funding set at 0% for 2024 | 0% of target |
| Cash and cash equivalents | N/D | N/D | Company used metric; bonus funding set at 0% for 2024 | 0% of target |
Long-term incentives (equity)
| Award type | Grant date | Number of units | Exercise/Grant price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock options | Jan 2024 | 50,000 | $2.42/share | 1/3 annually over 3 years (time-based) | 10 years from grant |
Equity Ownership & Alignment
| Item | Roman | Context |
|---|---|---|
| Total beneficial ownership | 252,001 (0 shares + 252,001 vested options) | 0.7% of 37,793,886 shares outstanding as of Jun 23, 2025 |
| Options outstanding (Dec 31, 2024) | 202,001 exercisable; 99,999 unexercisable | Weighted average exercise price $6.29; expirations range 3/16/2026–1/10/2034 |
| Shares pledged/hedged | Prohibited by policy (no pledging, hedging, margin accounts) | Insider Trading Policy bans pledging/hedging/margin |
| Ownership guidelines | Not disclosed | No executive stock ownership multiple-of-salary policy disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Employment Agreement effective Jan 28, 2025 (entered Jan 31, 2025) |
| Base salary & bonus | Initial base $305,760; target bonus not less than 50% of base (plan established by Company) |
| Severance – death/disability | Accrued base; expense reimbursement; pro rata bonus; employer portion of COBRA for up to 12 months; certain options remain exercisable (exercisable + next anniversary tranche) for 12 months |
| Severance – for cause/by Roman without good reason | Accrued base; expenses; if Roman resigns without good reason, exercisable options remain exercisable for 3 months |
| Severance – good reason/without cause/Change of Control | Accrued base/benefits; expense reimbursement; pro rata bonus; base continuation for 12 months; employer portion of COBRA up to 12 months; exercisable options + next-anniversary tranche remain exercisable for 12 months |
| Restrictive covenants | Customary non-competition, non-solicitation, confidentiality |
| Clawback | Executive Compensation Clawback Policy (effective Oct 2, 2023) for incentive-based compensation tied to financial reporting measures and stock price/TSR |
Compensation Peer Group (for benchmarking)
BIOLASE; CVRx; CytoSorbents; Electromed; NeuroPace; Pulmonx; Sensus Healthcare; TELA Bio; Utah Medical Products; Neuronetics; Xtant Medical Holdings .
Say-on-Pay & Shareholder Feedback
Stockholders approved 2025 say-on-pay: For 18,963,101; Against 182,700; Abstain 105,346; broker non-votes 6,772,342. Frequency vote: One year 9,205,086; Two years 25,369; Three years 7,530,910; Abstain 2,489,782 .
Risk Indicators & Red Flags
- Delinquent Section 16 initial Form 3: Company notes Roman inadvertently failed to file the initial Form 3 within the required period for FY 2024 filings .
- No option repricing: Plans explicitly prohibit repricing without shareholder approval (2021 Plan) .
- Insider Trading controls: Policy prohibits short sales, options/derivatives trading, margin accounts, pledging, and hedging; blackout periods and pre-clearance for covered persons increase compliance rigor .
Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income (loss) ($000s) | (23,184) | (18,713) | (23,463) |
| TSR value of $100 investment | $18 | $20 | $12 |
| Total revenue ($mm) | N/D | N/D | $48.1 |
| Loss from operations ($mm) | N/D | $17.3 | $18.8 |
Investment Implications
- Pay-for-performance discipline: 2024 bonus funding at 0% despite defined financial metrics (revenue, operating income, cash), signaling compensation restraint during underperformance and preserving cash; Roman’s 2025 agreement raises target bonus to ≥50%, increasing at-risk exposure to execution on AYON commercialization and cost discipline .
- Alignment via options: Roman’s equity is predominantly options (no common shares), with substantial exercisable holdings and unexercised tranches; hedging/pledging is prohibited, but option-heavy exposure may amplify personal sensitivity to share price and could create exercise/tax-driven transaction timing; monitor Form 4s around vest dates and blackout windows .
- Retention and severance economics: One-year base salary continuation and pro rata bonus on good reason/without cause/CoC terminations, plus limited option exercisability mechanics (exercisable and next-anniversary tranche); absence of full accelerated vesting reduces parachute risk while providing moderate protection—retention looks reasonable relative to smaller medtech peers .
- Governance and controls: Clawback, non-compete/non-solicit, and insider trading restrictions are in place; a single delinquent Form 3 is a minor administrative issue but warrants ongoing monitoring of Section 16 compliance .
- Execution focus: Roman’s operational leadership aligns with AYON FDA clearance and planned commercialization in 2H25; incentive structure raises stakes on hitting revenue and operating expense covenants tied to Perceptive Credit Agreement and driving towards breakeven—key trigger for future payouts and potential equity value creation .