Wendy Levine
About Wendy Levine
Independent director of Apyx Medical since August 2021; age 52. Over 25 years in healthcare marketing across pharma, biotech, medical devices, and vaccines; currently President at Fifth Element, previously Group President at 21GRAMS (Real Chemistry). Education: BA in interdisciplinary studies (economics and Western European culture), University of Pittsburgh; M.Ed., Arcadia University (Beaver College). The Board determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Group Product Director, Specialty Pharmaceuticals; Director, Stakeholder Marketing, Medical Devices | 2003–2007 | Cross-functional commercialization and stakeholder strategy |
| Novartis Vaccines | Senior Director of Marketing, Influenza portfolio | 2007–2009 | Portfolio growth initiatives |
| The Bloc (agency) | Account management roles; rose through ranks | 2009–2014 | Client leadership in healthcare advertising |
| McCann Health | EVP, Managing Director | 2014–2015 | P&L leadership; agency operations |
| GSW | Director of Client Services | 2015–2017 | Client engagement; campaign delivery |
| 21GRAMS (Real Chemistry) | Group President, head of advertising business | Not disclosed | Led advertising business unit |
External Roles
| Organization | Role | Tenure | Description / Potential Interlock |
|---|---|---|---|
| Fifth Element (healthcare advertising) | President | Current | Healthcare advertising company; no related-party transactions disclosed with Apyx |
Board Governance
- Independence: One of four independent directors (with Vizirgianakis, Waldman, Baylor-Henry) .
- Tenure and attendance: Board held 10 meetings in 2024; Levine attended 100% of Board and committee meetings on which she served .
- Committee assignments (2024):
- Compensation Committee: Chair
- Audit Committee: Member
- Governance & Nominating Committee: Member
- Regulatory Compliance Committee: Member
- 2024 meeting counts: Board 10; Audit 6; Governance & Nominating 1; Compensation 2; Regulatory Compliance 3 .
- Lead Independent Director role exists (Waldman) and executive sessions are a standing agenda item; committees comprised entirely of independent directors .
- Board size reduced from eight to five in late 2024 to streamline governance and reduce cash costs .
Fixed Compensation
| Component | Policy/Actual | Amount | Notes |
|---|---|---|---|
| Base Annual Director Fee (cash) | Actual 2024 | $40,000 | Per 2024 director compensation table |
| Compensation Committee Chair (cash) | Policy (Mar 15, 2022) | $10,000 | Chair fee per policy |
| Audit Committee Member (cash) | Policy (Mar 15, 2022) | $7,500 | Member fee per policy |
| Governance & Nominating Member (cash) | Policy (Mar 15, 2022) | $2,500 | Member fee per policy |
| Regulatory Compliance Member (cash) | Policy (Mar 15, 2022) | $5,000 | Member fee per policy |
| Modified cash framework (effective Oct 1, 2024) | Policy | Chair fees maintained; eliminated most member fees; focus on equity | Explicit chair cash: Audit Chair $46,000; Lead Independent $27,500; Regulatory Compliance Chair $20,000; Compensation Chair $10,000 . Company reduced aggregate board cash comp from ~$0.5M to ~$0.1M |
2024 actual cash received by Levine was $40,000; the table does not show incremental cash for her chair/membership roles, reflecting the late-2024 shift to equity-heavy director compensation .
Performance Compensation
| Metric | 2024 Actual | Policy History | Vesting/Terms |
|---|---|---|---|
| Option Awards – grant-date fair value | $13,581 | Annual director options historically 17,000 shares (approved Mar 15, 2022) | Vests ratably over 1 year; exercise price at grant-date closing price |
| Option Grant Size (policy) | — | Effective Oct 1, 2024: 50,000 options per non-employee director | Vests ratably over 1 year; exercise price at grant-date closing price |
No director RSUs/PSUs or performance metric-linked equity disclosed for directors; awards are time-based options intended to align interests with shareholders .
Other Directorships & Interlocks
| Company | Board/Committee Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public company directorships reported; no interlocks with Apyx suppliers/customers disclosed |
Expertise & Qualifications
- Executive, strategic planning, and sales/marketing expertise per Board skills matrix; emphasis on commercial and go-to-market capabilities in medical devices .
- 25+ years in healthcare advertising/marketing across pharma/biotech/devices/vaccines, aligning with Apyx’s aesthetic device commercialization needs .
Equity Ownership
| Holder | Shares Owned | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Wendy Levine | 0 | 115,359 | 115,359 | 0.3% | Footnote (viii): 0 shares; 115,359 vested options |
- Pledging/Hedging: No pledging reported; company maintains Insider Trading Policy within Code of Ethics; hedging restrictions not explicitly disclosed in proxy .
- Ownership guidelines: Not disclosed for directors; no compliance status provided .
Governance Assessment
- Strengths:
- Independence and full attendance; strong shareholder support in director elections (2025 votes for Levine: 18,931,749; against: 132,382; abstain: 187,016) .
- Chairs Compensation Committee; committee fully independent, with historical use of independent consultants and defined executive compensation peer group, enhancing oversight credibility .
- Equity-heavy director pay post-2024 reduces cash burn and tightens alignment with shareholder outcomes .
- Considerations:
- Option-centric director pay (50,000 options annually) increases sensitivity to stock price volatility; balance with long-term oversight remains important .
- No related-party transactions disclosed for Levine; board-level RPTs limited to non-director employees in Bulgaria; Compensation Committee members had no relationships requiring SEC proxy disclosure, mitigating conflict risks .
- Shareholder feedback signals:
- 2025 Say-on-Pay passed with 18,963,101 for; 182,700 against; 105,346 abstain; broker non-votes 6,772,342. Frequency vote favored “One Year” (9,205,086) over “Three Years” (7,530,910), though Board recommended three-year cadence .
- RED FLAGS: None observed specific to Levine—no attendance issues, no RPTs, no Section 16 delinquencies reported (Roman had a late Form 3; not applicable to Levine) .
Compensation Committee Analysis
- Composition: Levine (Chair), Vizirgianakis, Waldman, Baylor-Henry—all independent; no member had relationships requiring disclosure under SEC proxy rules .
- Consultant usage: Committee has used an independent compensation consultant in prior years; Chair also conducted independent review .
- Peer group (executive benchmarking): BIOLASE; CVRx; CytoSorbents; Electromed; Neuronetics; NeuroPace; Pulmonx; Sensus Healthcare; TELA Bio; Utah Medical Products; Xtant Medical .
- Pay philosophy: Performance- and stockholder-aligned with variable incentives; focus on options for long-term alignment; 2024 executive bonuses funded at 0% amid aesthetics capital equipment headwinds, indicating discipline .
Say-on-Pay & Shareholder Feedback
| Item | Result | Details |
|---|---|---|
| 2025 Director Election – Wendy Levine | Elected | For: 18,931,749; Against: 132,382; Abstain: 187,016; Broker non-votes: 6,772,342 |
| 2025 Say-on-Pay | Approved | For: 18,963,101; Against: 182,700; Abstain: 105,346; Broker non-votes: 6,772,342 |
| 2025 Frequency | Mixed; plurality for One Year | One Year: 9,205,086; Two Years: 25,369; Three Years: 7,530,910; Abstain: 2,489,782 |
| 2024 Director Election – Wendy Levine | Elected | For: 13,604,393; Against: 435,548; Abstain: 169,632; Broker non-votes: 7,211,012 |
Related Party Transactions
- Policy thresholds and Audit Committee oversight detailed; no related-party transactions disclosed involving Levine. RPTs noted pertain to relatives of Apyx Bulgaria’s Managing Director (employees), below director-level .
Performance & Track Record
- Board restructuring in Nov 2024 reduced size from eight to five and sharply cut cash costs; coupled with equity-heavy director compensation signals cost discipline and alignment focus during strategic transition (AYON 510(k) clearance) .
Equity Ownership & Insider Trades (Form 4)
- Beneficial holdings summarized above; attempted Form 4 retrieval for Levine via insider-trades skill but API access returned unauthorized (401); no additional Form 4 data available beyond proxy ownership table .
Attempted: insider-trades script for APYX and “Wendy Levine” from 2023-01-01 to 2025-11-19; received 401 Unauthorized (tool limitation).
Fixed Compensation (Director Detail – 2024 Actual)
| Metric | 2024 | Source |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 | Director compensation table |
| Option Awards – Grant Date Fair Value ($) | $13,581 | Director compensation table |
| Total ($) | $53,581 | Director compensation table |
Governance Summary
- Levine strengthens Board’s commercial and marketing oversight, chairs a fully independent Compensation Committee, and maintains full attendance and strong shareholder support—positives for investor confidence. The 2024/2025 shift to equity-heavy director pay and elimination of most cash member fees reduces burn while increasing alignment, with no conflicts or related-party exposures identified for Levine .