Andrew Hulett
About Andrew Hulett
Andrew Hulett, 51, has served as an independent director of Dynatronics since January 12, 2024. He is principal of Common Sail Investment Group (parent of Laurus Strategies and Empower HR) and previously led business development at Empower HR (2011–2024), co‑founded Laurus Strategies (2004–2017), and was a top sales representative at Jefferson Pilot Financial (1999–2004). He attended the University of Minnesota’s Carlson School of Management. The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Common Sail Investment Group | Principal | 2004–present | Multi-business operator/parent of Laurus Strategies and Empower HR |
| Empower HR | Principal/Executive; led biz dev and back-office professionalization; supported post-sale transition | 2011–2024 | Led 2022 sale and integration activities |
| Laurus Strategies | Co-founder, senior executive; supported post-sale transition | 2004–2017 | Led 2014 sale and integration activities |
| Jefferson Pilot Financial | Group Insurance Representative | 1999–2004 | Recognized as sales rep of the year 5 times |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in DYNT proxies or 8‑K appointment filing |
Board Governance
- Current committee assignments (FY2025): Audit Committee member; Nominating, Governance & Compensation Committee member. Chairs: Audit—David B. Holtz; Nominating, Governance & Compensation—Erin S. Enright .
- Audit committee financial expert: The Board determined all Audit Committee members (Holtz, Enright, Hulett) qualify as “audit committee financial experts” under SEC rules .
- Prior year assignments (FY2024): Audit, Compensation, and Nominating & Governance committees (post‑appointment) .
- Independence: Board determined Hulett is independent; non-employee directors (Enright, Hulett, Holtz, Ward) are independent .
- Attendance and engagement: In FY2025, Board met 5x; Audit 4x; Nominating, Governance & Compensation 1x; each director attended at least 75% of Board/committee meetings; 5 executive sessions of independent directors were held . In FY2024, Board met 5x; Audit 4x; Compensation 2x; Nominating & Governance 1x; each director attended at least 75%; 10 executive sessions held .
- Annual meeting attendance: All directors attended the 2024 annual meeting .
- Indemnification: Entered the company’s standard indemnification agreement upon appointment (Jan 12, 2024) .
Fixed Compensation
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | $0 | No cash fees disclosed for non‑employee directors |
| Committee chair/member fees | $0 | $0 | No separate committee fees disclosed |
| Other cash/perquisites | $0 | $0 | None disclosed |
Performance Compensation
Dynatronics pays non‑employee directors solely in equity via an annual equity retainer of 4,000 shares (2,000 on January 1 and 2,000 on July 1), pro‑rated for start date .
| Grant Date | Shares | Grant-Date Stock Price | Grant-Date Fair Value (per director) | Fiscal Year |
|---|---|---|---|---|
| July 1, 2023 | 2,000 | $0.75 | $1,500 | FY2024 (program detail; Hulett appointed 1/12/24) |
| January 1, 2024 | 2,000 | $0.56 | $1,120 | FY2024 (Hulett: $0 total in FY2024 due to timing/pro‑ration) |
| July 1, 2024 | 2,000 | $0.27 | $600 | FY2025 |
| January 1, 2025 | 2,000 | $0.12 | $242 | FY2025 |
| Total Stock Awards (FY) | — | — | $0 (FY2024 for Hulett) | FY2024 |
| Total Stock Awards (FY) | — | — | $842 (FY2025 for Hulett) | FY2025 |
Notes:
- Director compensation table shows Hulett received $0 in FY2024 and $842 in FY2025; equity-only (columns for cash/other comp omitted) .
- The FY2025 equity award table provides grant-date stock prices and per-director values; annual equity retainer confirmed as 4,000 shares .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Interlocks/Related-party dynamics | Prettybrook Partners has board observer rights; observer Stuart M. Essig is spouse of Chair Erin S. Enright (both manage Prettybrook). No such relationship disclosed for Hulett . |
| Related-party transactions | None for Hulett; 8‑K states no Item 404(a) transactions and no arrangements/understandings for selection beyond standard process . |
Expertise & Qualifications
- Business development/M&A execution and integration (multiple sales and post‑transaction support at Empower HR and Laurus Strategies) .
- Audit oversight literacy; designated as an Audit Committee financial expert (with committee peers) under SEC rules .
- Education: University of Minnesota, Carlson School of Management .
Equity Ownership
| As-of Date | Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Oct 11, 2024 | Common | 4,000 | * | Asterisk denotes less than 1% |
| Oct 10, 2025 | Common | 8,000 | * | Asterisk denotes less than 1% |
Additional alignment details:
- No options, pledging, or hedging disclosures for Hulett; not discussed in proxies .
- Director stock ownership guidelines not disclosed in the cited materials .
Governance Assessment
-
Strengths:
- Independent director with active committee roles on Audit and Nominating, Governance & Compensation; Audit Committee financial expert designation enhances oversight credibility .
- Attendance thresholds met; Board and committee activity levels disclosed; independent director executive sessions held regularly (FY2025: 5; FY2024: 10) .
- Equity-only director pay aligns with shareholder interests; no cash retainers or committee fees; standard indemnification in place .
-
Monitoring points:
- Beneficial ownership is modest (<1%); while the program grants a fixed share number (4,000/year), alignment relies on continued equity accrual over tenure .
- Board observer appointed by a significant preferred shareholder (Prettybrook) and related to the Board Chair; not a conflict attributed to Hulett but a governance dynamic to monitor for independence of deliberations .
-
Red flags:
- None specific to Hulett identified in filings: no related‑party transactions, no attendance shortfalls, no option repricings or unusual director pay practices disclosed .
-
Compensation committee process:
- The Nominating, Governance & Compensation Committee did not engage compensation consultants in FY2025; committee has authority to retain advisors as needed .
-
Policy backdrop:
- Code of Ethics and a Clawback Policy disclosed; details not specific to director compensation but present in governance framework .