Erin Enright
About Erin S. Enright
Erin S. Enright, 64, is an independent director and Chairman of the Board at Dynatronics. She is Managing Member of Prettybrook Partners LLC, with prior senior roles in investment banking (Citigroup Managing Director) and law (Wachtell, Lipton, Rosen & Katz), and she holds an A.B. from Princeton and a J.D. from the University of Chicago . The Board separated the Chairman and CEO roles in February 2018 and appointed Ms. Enright as independent Chairman; the Board has determined she is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prettybrook Partners LLC | Managing Member | Current | Family office investing in healthcare; ~20 active investments |
| Lee Medical | President | 2004–2013 | Led a medical device manufacturer |
| InfuSystem, Inc. (NASDAQ: INFU) | Chief Financial Officer | 2005–2007 | Senior finance leadership |
| Citigroup | Managing Director, Equity Capital Markets | 1993–2003 | Chaired Institutional Investors Committee; member of Global Equity Commitment Committee |
| Wachtell, Lipton, Rosen & Katz | Attorney | 1989–1993 | Corporate law experience |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Dynatronics (DYNT) | Chairman; Director | Since Feb 2018 (Chair) | Chair, Nominating, Governance & Compensation; Member, Audit |
| Keystone Dental, Inc. (private; Accelmed-controlled) | Director | Current | Audit Committee Chair |
| Medical Facilities Corporation (TSX: DR) | Director | 2018–2025 | Chair, Nominating, Governance & Compensation |
| Amarin Corporation, plc (NASDAQ: AMRN) | Director | 2022–2023 | Audit Committee Chair |
| Brooklyn ImmunoTherapeutics, Inc. (NASDAQ: BTX) | Director | 2022 | Audit Committee Chair |
| Biolase, Inc. (NASDAQ: BIOL) | Director | 2013 | Audit Committee member |
| Tigerlabs (accelerator) | Director | 2012–2018 | Board member |
| Ceelite Technologies, LLC | Director | 2010–2015 | Board member |
Board Governance
- Independence: The Board determined Ms. Enright is independent under NASDAQ standards .
- Leadership: Independent Chairman since February 2018 (roles separated from CEO) .
- Committee assignments (FY2025): Audit Committee member; Chair of Nominating, Governance & Compensation (NGC) .
- Meeting cadence and attendance: Board met 5 times; Audit 4; NGC 1; each director attended at least 75% of Board and committee meetings; 5 independent executive sessions held .
- Committee competency: Audit Committee members (including Enright) meet financial literacy and “audit committee financial expert” criteria; NGC members are independent .
- Compensation oversight: NGC oversees executive pay; no compensation consultant engaged in FY2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | Not paid (no cash columns reported) | Director compensation comprised solely of stock awards in FY2025 |
| Committee/Chair fees | Not disclosed | No separate fees shown in the FY2025 director compensation table |
| Meeting fees | Not disclosed | Not shown in compensation table |
| Expense reimbursement | Policy permits reasonable travel/lodging reimbursement | Program described; amounts not itemized |
Performance Compensation
- Program: Annual equity retainer of 4,000 common shares (2,000 awarded on January 1 and 2,000 on July 1), service-based under the 2020 Equity Incentive Plan .
- Grant calibration: July 1, 2024 grant priced at $0.27; January 1, 2025 grant priced at $0.12 (per director value entries shown below) .
- Clawback: Awards under the 2020 Plan are subject to the Company’s clawback policy .
| Grant Date | Shares | Grant Date Stock Price | Fair Value Recognized (per director) |
|---|---|---|---|
| July 1, 2024 | 2,000 | $0.27 | $600 |
| January 1, 2025 | 2,000 | $0.12 | $242 |
| FY2025 Total | 4,000 | — | $842 |
Vesting: Awards are granted in two tranches tied to service (no performance metrics disclosed) .
Other Directorships & Interlocks
| Relationship | Description | Potential Governance Consideration |
|---|---|---|
| Prettybrook Director Rights | Holders of Series A Preferred (exercised at Prettybrook’s discretion) can appoint up to three Preferred Directors while ownership thresholds persist | Board seat origin tied to investor rights; heightened oversight of independence perception |
| Spousal/Observer link | Stuart M. Essig (husband) is Board observer; both are managers of Prettybrook; Essig is a significant shareholder | Information flow/interlock; potential influence channel outside formal voting |
| Provco/Board | Director David B. Holtz (Audit Chair) is an executive at Provco; Provco Ventures I, LP is a >5% holder | Multiple investor-affiliated directors; investor concentration dynamics |
Expertise & Qualifications
- Financial, legal, and capital markets expertise: Managing Director at Citigroup ECM; CFO experience; audit committee leadership at multiple public companies; law training at Wachtell .
- Education: A.B., Princeton School of Public & International Affairs; J.D., University of Chicago Law School .
- Industry: Led a medical device manufacturer; multiple healthcare board roles .
- Audit Committee Financial Expert: Board determined all Audit members meet SEC “financial expert” criteria .
Equity Ownership
| Security Class | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 858,919 | 5.4% | Includes 33,124 shares owned of record; shares of Essig Trust over which she has shared voting/dispositive power as Trustee |
| Series A Preferred | 188,800 | 9.5% | Includes Essig Trust holdings; convertible to common |
| Series B Preferred | 40,000 | 2.9% | Includes Essig Trust holdings; convertible to common |
| Total Voting Power | 904,679 | 5.6% | Calculated per Proxy beneficial ownership methodology |
- Policy alignment: Directors are prohibited from pledging or hedging Company securities; short sales and margin accounts are prohibited .
Governance Assessment
-
Strengths
- Independent Chairman structure since 2018 enhances oversight; regular executive sessions of independent directors held (5 in FY2025) .
- Committee leadership and expertise: Enright chairs NGC and serves on Audit; Audit members meet SEC “financial expert” standards .
- Attendance and engagement: Board and committees met regularly; minimum 75% attendance met by all directors .
- Alignment via equity-only director pay: FY2025 director compensation comprised solely of equity awards; no cash retainers reported .
-
Risks and RED FLAGS
- Investor control dynamics: Prettybrook-linked Director Rights and Essig’s presence as Board observer (and spouse) create potential influence channels and perceived conflicts despite formal independence determinations .
- Ownership concentration: Significant holdings by investor-affiliated parties (Prettybrook/Essig; Provco) may affect minority shareholder influence and board dynamics .
- No external compensation consultant used in FY2025: While not inherently negative, it may limit benchmarking rigor for executive pay oversight in a challenged financial context .
-
Policy mitigants
- Clawback policy applies to cash and equity incentive compensation; 2020 Plan awards subject to clawback .
- Insider trading/pledging/hedging prohibitions reduce misalignment risk .
Additional context: Board recommends say-on-pay frequency every three years, consistent with equity programs structured for longer-term evaluation .
Director Compensation (FY2025 Detail)
| Metric | Value |
|---|---|
| Annual Equity Retainer (shares) | 4,000 (2,000 on Jan 1; 2,000 on Jul 1) |
| Grant Date Prices | $0.27 (Jul 1, 2024); $0.12 (Jan 1, 2025) |
| Stock Awards – Total ($) | $842 |
| Cash Retainer/Fees | Not paid (no cash reported) |
Committee Assignments (FY2025)
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | No (Holtz is Chair) |
| Nominating, Governance & Compensation | Yes | Yes |
Attendance and Executive Sessions
| Item | FY2025 |
|---|---|
| Board meetings | 5 |
| Audit Committee meetings | 4 |
| NGC Committee meetings | 1 |
| Director attendance threshold | ≥75% met by each director |
| Executive sessions of independent directors | 5 |