Sheri Gardzina
About Sheri Gardzina
Sheri Gardzina, CPA, is Chief Financial Officer of IMAC Holdings (ticker: BACK). She joined the company in November 2017 and, as principal financial and accounting officer, signs the company’s SEC certifications; she is 55 and holds a B.S. in Business Administration and Finance (Purdue) plus an M.S. in Accountancy and an MBA (Northeastern) . The company’s proxy and filings do not disclose TSR, revenue, or EBITDA performance metrics tied to her compensation; the framework emphasizes base salary with discretionary incentives and long-term equity awards rather than formulaic targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IMAC Holdings, Inc. | Chief Financial Officer | Nov 2017 – present | Principal financial officer; signs SEC certifications and oversees financial reporting . |
| Smile Direct Club, LLC | Controller/Accounting Executive Team | Jun 2016 – Sep 2017 | Finance leadership at a high-growth consumer health company . |
| Adoration Health | Controller/Accounting Executive Team | Oct 2015 – Jun 2016 | Led accounting at home health/hospice operator . |
| LBMC (Lattimore, Black, Morgan & Cain) | Accounting executive (Temp CFO to Peak Health Solutions) | Aug – Sep 2015 | Provided interim CFO services to a health services company . |
| EB Employee Solutions, LLC | Accounting Executive Team | May – Dec 2014 | Finance role at healthcare self-insurance product developer . |
| Inspiris Inc. (sold to Optum) | Accounting Executive Team | Nov 2003 – May 2014 | Helped scale a care management start-up through acquisition . |
| Ernst & Young | Auditor | Oct 1994 – Aug 1997 | Foundational public accounting experience . |
External Roles
- None disclosed for Gardzina in IMAC’s proxy statements .
Fixed Compensation
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary | $242,320 | $251,300 | $203,846 |
| Annual Bonus (Actual) | $12,500 | $0 | $6,250 |
| Notes | — | — | Executive compensation uses base salary with discretionary incentives; no target bonus % disclosed . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Key Terms |
|---|---|---|---|---|---|
| Cash (Annual) | Not formulaic; discretionary | Not disclosed | Not disclosed | 2023 bonus $6,250; 2022 $0 | Not disclosed . |
| RSUs | Service-based | Not disclosed | Not disclosed | 4,000 RSUs outstanding as of 12/31/23 | One-year vesting; award vesting deferred by Named Executive Officer . |
| Stock Options | Value creation via share price | Not disclosed | Not disclosed | 1,250 options exercisable as of 12/31/23 | Grant 5/21/2019; exercise price $121.20; expiration 5/21/2029 . |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (latest) | 6,195 shares | Less than 1% of outstanding; includes (i) 1,250 options exercisable, (ii) 4,000 RSUs, (iii) 941 shares, and (iv) 4 shares owned by spouse . |
| Shares Outstanding (Record Date) | 2,071,812 | Shares outstanding as of Jan 27, 2025 (record date for special meeting) . |
| Pledging/Hedging | No pledging disclosed; hedging/short sales restricted under Insider Trading & Disclosure Policy | Company discourages hedging (e.g., collars, forwards, swaps) and restricts short sales; pre-clearance required . |
| Clawback Policy | Adopted in 2023 | Company will recover erroneously awarded compensation in an accounting restatement per SEC/Nasdaq Rule 10D-1 . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | November 2017 (joined IMAC) . |
| Current Role | Chief Financial Officer; principal financial and accounting officer . |
| Employment Agreement | Not disclosed for CFO in 2024–2025 proxies (CEO/President agreements described separately in prior proxies) . |
| Severance/COC | Not disclosed for CFO; historical change-of-control/severance terms were disclosed for other executives (CEO/President), not for CFO . |
| Non-compete/Non-solicit | Not disclosed for CFO . |
| Clawback | Company-wide policy adopted in 2023 . |
Investment Implications
- Alignment and skin-in-the-game: Gardzina holds a modest beneficial stake (6,195 shares; <1%), primarily via 4,000 RSUs and 1,250 vested options expiring in 2029, which creates some upside alignment but limited absolute exposure; hedging is restricted and a clawback policy applies .
- Pay-for-performance visibility: IMAC does not disclose formulaic incentive metrics (e.g., revenue/EBITDA/TSR targets) for the CFO; annual bonuses are discretionary, which reduces transparency of pay-performance linkage .
- Vesting-related selling pressure: The 4,000 RSUs (one-year vesting, deferred by the executive) represent potential incremental supply upon vest/settlement, though absolute magnitude is small relative to 2,071,812 shares outstanding as of the 2025 record date .
- Capital structure and dilution overhang: Company-level financing actions (Series G preferred and warrants; $60M committed equity facility) and proposals to increase authorized shares/reverse split create meaningful dilution and volatility risks that likely dominate any single-executive trading effects near term .
Overall: Gardzina’s incentives include service-based equity and long-dated options (aligned with long-term equity value) under a governance framework with hedging restrictions and a clawback. However, limited disclosure of performance metrics and modest personal ownership temper pay-for-performance confidence, while company-level financing/dilution dynamics present the more material stock overhang in the near term .