Scott Ward
About Scott Ward
R. Scott Ward, Ph.D., age 69, has served as an independent director of Dynatronics since 2013. He is a professor in the Department of Physical Therapy at the University of Utah and previously served as President of the American Physical Therapy Association (2006–2012). Dr. Ward holds a B.A. in Physical Therapy and a Ph.D. in Physiology from the University of Utah .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Physical Therapy Association | President | 2006–2012 | Led national professional body; governance and advocacy leadership |
| American Burn Association | Chair, Rehabilitation Committee | Not disclosed | Oversight of rehabilitation standard-setting; clinical expertise contribution |
| University of Utah (Dept. of Physical Therapy) | Professor | Current | Academic leadership; published research in wound care and burn rehabilitation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Utah | Professor | Current | Academic appointment; research background |
| Other public company boards | None disclosed | — | No additional public company directorships disclosed in proxy |
Board Governance
- Independence: The Board determined Dr. Ward is independent under NASDAQ and SEC rules .
- Committee memberships (FY2025): Nominating, Governance and Compensation Committee member; not on Audit .
- Committee chairs: Audit Chair – David B. Holtz; Nominating, Governance and Compensation Chair – Erin S. Enright .
- Attendance: Board met 5 times; Audit 4; Nominating, Governance and Compensation 1. Each director attended at least 75% of aggregate Board and committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Executive sessions: 5 sessions held in FY2025 with only independent directors present .
- Board leadership: Independent Chair (Erin S. Enright); CEO role separated from Chair to enhance oversight and accountability .
| Committee | Ward Membership | Chair | Independence Status |
|---|---|---|---|
| Audit | No | David B. Holtz | Committee members independent |
| Nominating, Governance & Compensation | Yes | Erin S. Enright | Committee members independent |
Fixed Compensation
| Component | Amount / Detail | Date(s) | Notes |
|---|---|---|---|
| Annual equity retainer (shares) | 4,000 common shares (2,000 on each grant date) | Jan 1, 2025; Jul 1, 2024 | Under 2020 Equity Incentive Plan; service-based grants |
| Stock awards (grant-date fair value) | $842 total | FY2025 | No cash fees, options, or other items paid; omitted columns indicate none paid |
| Grant-date prices | $0.27 (Jul 1, 2024); $0.12 (Jan 1, 2025) | Jul 1, 2024; Jan 1, 2025 | Aggregate directors’ share value of $3,370 for these cycles |
| Expense reimbursement | Reasonable travel/lodging reimbursed for meetings | Ongoing | Standard director policy |
Performance Compensation
| Metric/Provision | Structure | Specifics | Notes |
|---|---|---|---|
| Performance-based equity | None disclosed for directors | — | Annual equity retainer is fixed-share, service-based |
| Vesting/issuance schedule | Service-based issuance | 2,000 shares on Jan 1 and 2,000 shares on Jul 1 each fiscal year | |
| Options | None paid in FY2025 | — | Option awards column omitted due to no awards |
| Clawback | Company clawback applies to awards under 2020 Plan | SEC 10D-compliant | Applies to cash/equity incentives and restatements |
Other Directorships & Interlocks
| Item | Detail | Implication |
|---|---|---|
| Other public boards (Ward) | None disclosed | No external public-company interlocks via Ward |
| Preferred Directors & observer | Series A Preferred holders appoint two Preferred Directors; Prettybrook appoints a Board observer (Stuart M. Essig), spouse of Chair Erin S. Enright; both are managers of Prettybrook | Potential influence from a significant shareholder with familial tie to Chair; monitor for conflicts risk despite formal independence determinations |
| Related party transaction policy | Transactions with insiders require approval by disinterested directors or majority shareholders if none are disinterested | Policy framework mitigates conflict risk |
Expertise & Qualifications
- Clinical/academic expertise in physical therapy, wound care, and burn rehabilitation; extensive publication record .
- Prior national governance leadership (APTA President), indicating familiarity with oversight and policy setting .
- Education: B.A. Physical Therapy; Ph.D. Physiology (University of Utah) .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| R. Scott Ward | Common | 18,420 | <1% (asterisk in table) | Shares outstanding: 16,001,331 as of Oct 10, 2025 |
| Pledging/Hedging | Policy | Prohibited for directors and executives | Short sales, margin holding, and use as loan collateral prohibited |
Insider Trades
| Date | Form | Transaction Type | Code | Notes/Source |
|---|---|---|---|---|
| Oct 15, 2025 | Form 4 | Acquisition (Non-Open Market) | A | Director acquisition; see SEC XML and summaries |
Governance Assessment
- Alignment: Director pay is equity-only via fixed-share grants; no cash retainers or options in FY2025, and hedging/pledging prohibited—positive alignment signal, though small personal stake (<1%) suggests limited “skin in the game” .
- Effectiveness: Independent status, committee participation on Nominating, Governance & Compensation, and regular executive sessions (5 in FY2025) support oversight quality; attendance met minimum threshold (≥75%), but the Nominating, Governance & Compensation Committee met only once in FY2025—monitor committee cadence and engagement .
- Conflicts risk: Presence of two Preferred Directors and a significant shareholder-appointed observer who is the Chair’s spouse introduces potential influence vectors; the company maintains a related-party transaction approval policy, but investors should monitor board dynamics and disclosures .
- Controls: Clawback policy and Audit Committee composed of independent directors with “financial expert” qualifications strengthen control environment .
RED FLAGS
- Significant shareholder-appointed observer is the spouse of the Chair (Prettybrook/Stuart Essig) → potential perceived influence; monitor for any related-party dealings and votes involving Preferred shareholder interests .
- Small personal ownership by Ward (<1%) may limit direct economic alignment compared to larger stakes; consider aggregate board ownership versus preferred holders .
Mitigants: Prohibition on pledging/hedging, independent committee structures, clawback policy, and related-party approval framework .