David Holtz

About David B. Holtz

David B. Holtz, 59, is a Preferred Director at Dynatronics and serves as Chair of the Audit Committee. He has been a principal at Provco Group Ltd. since 2012, previously holding senior finance roles including CFO and Interim President at Nucryst Pharmaceuticals (2008–2010) and Senior Vice President, Finance & Treasurer at Integra LifeSciences (1993–2006). He holds a B.S. in Business Administration from Susquehanna University and was a certified public accountant in Pennsylvania until 1998 .

Past Roles

External Roles

Board Governance

• Preferred Director: Appointed under Series A Preferred “Director Rights,” alongside Chairman Erin S. Enright; common stockholders have no voting/nomination rights for Preferred Directors .
• Committee Assignments (FY 2025):
  • Audit Committee: Chair (Holtz); members Erin S. Enright, Andrew Hulett. Committee met 4 times; all members designated “audit committee financial experts” and independent per NASDAQ/SEC rules .
  • Nominating, Governance & Compensation (NGC): Members are Enright (Chair), Ward, Hulett; Holtz not listed as a member .
• Independence & Attendance: Board determined Holtz is independent. Board met 5 times; Audit met 4; NGC met 1; each director attended ≥75% of combined Board/committee meetings. Five executive sessions of independent directors were held in fiscal 2025 .

Fixed Compensation

• Program: Non-employee directors receive an annual equity retainer of 4,000 shares of common stock under the 2020 Plan (2,000 shares on Jan 1 and 2,000 on Jul 1 based on service). No cash retainer, meeting fees, or chair fees disclosed .
• FY 2025 Director Compensation (Holtz):

• FY 2025 Grant Detail (Holtz):

Performance Compensation

• No performance-linked components disclosed for director pay; compensation consists of fixed equity grants based on service (no TSR/EBITDA/revenue targets disclosed) .

Other Directorships & Interlocks

• Other public company directorships for Holtz: Not disclosed in the proxy .
• Interlocks/Investor Influence:
  • Holtz is an executive officer of Provco, LLC (general partner of Provco Ventures I LP), a significant shareholder of DYNT .
  • Provco Ventures I LP holdings as of Oct 10, 2025: 2,603,459 common (16.3%); 484,000 Series A (24.3%); 200,000 Series B (14.7%) .
  • Preferred “Director Rights” allow appointment of Preferred Directors by Series A holders; Prettybrook affiliates exercise these rights. Board observer Stuart M. Essig is the spouse of Chair Erin S. Enright and a significant shareholder .

Expertise & Qualifications

• Finance/accounting depth: Former CFO and Interim President (Nucryst), senior finance leadership at Integra; CPA credentials .
• Audit Committee Financial Expert: The Board determined Audit Committee members, including Holtz, meet SEC “financial expert” criteria .

Equity Ownership

• Beneficial Ownership (as of Oct 10, 2025):
  • Holtz: 32,968 common shares; percent of class denoted “*” (less than 1%) .
  • Footnote: Holtz is an executive officer of Provco, LLC and “does not have sole voting or dispositive power” over Provco’s beneficial holdings .

• Policy: Directors are prohibited from pledging, hedging, short sales, and margin accounts involving company securities .

Governance Assessment

• Strengths

  • Audit oversight: Holtz chairs the Audit Committee; committee members classified as independent and “financial experts,” with active oversight of internal controls and external audit (Tanner LLC) .
  • Formal policies: Clawback policy aligned with SEC Rule 10D; strict prohibitions against pledging/hedging enhance alignment .
  • Attendance and independent sessions: ≥75% meeting attendance; five executive sessions of independent directors in FY 2025 support independent oversight .

• Potential Conflicts / RED FLAGS

  • Preferred Director structure: Holtz is a Preferred Director not elected by common stockholders; appointment rights tied to Series A investors via Prettybrook affiliates may reduce common shareholder influence .
  • Investor interlocks: Holtz’s executive role at Provco, LLC alongside Provco’s sizable holdings in DYNT creates perceived conflicts; the proxy notes he lacks sole voting/dispositive power over Provco’s shares, but influence is still material .
  • Board observer relationship: Stuart M. Essig serves as Board observer and is the spouse of the independent Chair; while disclosed, this family relationship with a significant shareholder may raise concerns about influence dynamics .

• Compensation & Alignment Signals

  • Director compensation is modest and equity-based (annual 4,000-share retainer), which provides some alignment but lacks performance linkage; no cash retainers or chair fees disclosed .
  • No director stock ownership guidelines disclosed; inability to assess guideline compliance (no guidelines mentioned in director section).

• Process Safeguards

  • Related-party transaction policy requires approval by disinterested directors or shareholders if none are disinterested, reflecting governance control over conflicts .
  • Section 16 compliance: The company reports timely filing/compliance in FY 2025, indicating procedural discipline .