Brian Baker

About Brian Baker

Brian D. Baker is President, Chief Executive Officer, Chief Financial Officer, and a Director of Dynatronics. He is 59, a director since 2023, and holds a B.A. in business from the University of Phoenix . He became CEO effective October 1, 2023, President in May 2023, and CFO in May 2025 . Prior roles include VP Global Operations at SeaSpine and VP Operations at Integra’s SeaSpine business . Pay-versus-performance disclosures show cumulative TSR value of $24.60 in 2023 dropping to $2.70 in 2025 and net losses of ($4,973k), ($2,698k), and ($10,902k) for 2023–2025, respectively, during a turnaround period .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Incentive program and awards

• CD&A indicates executive pay includes base salary and equity; bonuses are determined by performance goals, but specific metrics/weights are not disclosed .
• Employment Agreement terms: eligibility for annual RSUs valued at $75,000, vesting 50% on grant and 50% at first anniversary; initial contemplated grants: 50,000 RSUs (25% annually over 4 years) and 15,000 stock options (market strike) considered at the next Compensation Committee meeting .
• FY2025: Mr. Baker received no equity grants .

Performance metrics table (disclosed)

Equity Ownership & Alignment

• Pledging/hedging: Company prohibits pledging and hedging by executives and directors; short sales and margin also prohibited .
• Stock ownership guidelines: Not disclosed in proxy .

Employment Terms

Board Governance

• Board service: Director since 2023; not independent due to executive role .
• Leadership: Independent Chair (Erin S. Enright); roles of Chair and CEO are separated .
• Committees (FY2025): Baker is not on committees; Audit: Holtz (Chair), Enright, Hulett; Nominating, Governance and Compensation (NGC): Enright (Chair), Ward, Hulett .
• Meetings: Board met 5 times in FY2025; each director attended ≥75%; 5 executive sessions of independent directors .
• Director compensation: Employee directors receive no additional pay for board service .

Performance & Track Record

Pay vs Performance context (proxy)

Company financials across tenure

Values retrieved from S&P Global.*

Compensation Structure Analysis

• Mix and metrics: Program is primarily base salary plus limited equity; significant portion of any bonus is performance-based, but specific financial/operational metrics and weights are not disclosed—limiting pay-for-performance transparency .
• Equity design: Annual RSU eligibility ($75k) is service-vested (50/50); initial contemplated RSUs/options featured multi-year vesting; FY2025 included no new equity grants to Baker, reducing near-term vesting overhang .
• Cost actions: CEO base reduced to $150,000 effective March 24, 2025, signaling cost discipline/liquidity preservation .
• CIC economics: 2.5x base salary, immediate lump sum, no tax gross-up (best-net), through April 2028—meaningful protection that could influence transaction dynamics .
• Clawback, hedging/pledging bans: Strengthens alignment and risk controls relative to shareholder interests .

Risk Indicators & Red Flags

• Dual-role concentration: CEO concurrently serving as CFO (since May 2025) concentrates financial control; mitigated by independent Chair and independent Audit Committee with financial experts .
• Limited metric disclosure: Lack of disclosed incentive metrics/targets reduces visibility into pay-for-performance rigor .
• CIC payout leverage: 2.5x base (no bonus multiple) is significant for a micro-cap; no 280G gross-up (positive governance) .
• Insider trading controls: Prohibitions on pledging, hedging, and short sales reduce misalignment risk .

Say-on-Pay & Compensation Committee Practices

• Say-on-Pay frequency: Board recommends triennial “Say-When-on-Pay” votes to better align with multi-year equity vesting .
• Consultant usage: No compensation consultant engaged in FY2025 .

Equity Vesting & Insider Selling Pressure

• As of June 30, 2025, Baker held 18,000 fully vested options (strikes $6.95–$13.50, expiring 2026–2027) and no unvested stock awards—implying limited automatic vest-driven selling pressure in the near term .
• FY2025: no equity grants to Baker, further reducing near-term vesting-related supply .

Employment & Contracts – Additional Details

• Severance (first 12 months): 90 days’ salary plus 50% vesting of Initial Awards (if applicable), subject to release .
• Non-compete/non-solicit: 12-month non-compete; 2-year non-solicit; post-termination confidentiality preserved .
• Indemnification and D&O coverage provided .

Investment Implications

• Alignment: Baker owns ~2.5% of total voting power (including preferred as-converted and options), with bans on pledging/hedging—supportive of alignment, though the program’s disclosure lacks explicit financial performance targets .
• Retention and incentives: No FY2025 equity grant and a temporary salary reduction suggest near-term focus on cash preservation; multi-year vesting design (when used) supports retention, while CIC protection (2.5x base) is sizable for a micro-cap and could influence change-of-control negotiations .
• Governance checks: Independent Chair and financially expert Audit Committee provide oversight amid CEO/CFO dual role, but the concentration of roles elevates key-person and control risks .
• Performance baseline: TSR deterioration and continued net losses underscore execution risk and the necessity of operational improvements; absence of disclosed incentive metrics limits visibility into whether incentives directly target revenue growth, margin expansion, or TSR recovery .

Citations: 
[6:x] refers to the October 2, 2023 8-K and its exhibits. 
[26:x] refers to the 2025 DEF 14A proxy statement.