Joseph M. Manko, Jr.
About Joseph M. Manko, Jr.
Independent director of KORU Medical Systems (KRMD) since 2016; age 59 as of the 2025 proxy. Senior Principal at Horton Capital Management LLC since 2013; prior roles include CEO of BZ Fund Management (2005–2010), Managing Director at Deutsche Bank, Vice President at Merrill Lynch (Hong Kong), and corporate finance attorney at Skadden Arps. Holds a B.A. and J.D. from the University of Pennsylvania. Core credentials: capital markets and investment expertise; compensation governance; audit oversight; significant shareholder alignment via Horton Capital stakes.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horton Capital Management LLC | Senior Principal | Since 2013 | Investment manager to Horton Capital Partners Fund; significant KRMD shareholder |
| BZ Fund Management Limited | Partner & CEO | 2005–2010 | Led corporate finance, PE investments, public equity funds, special situations/event-driven strategies |
| Deutsche Bank (London) | Managing Director | Prior to 2005 | Investment banking leadership |
| Merrill Lynch (Hong Kong) | Vice President | Prior to Deutsche Bank | Investment banking experience in Asia |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate finance attorney | Early career | Legal foundation in corporate finance |
| Education | B.A., J.D. (University of Pennsylvania) | — | Academic credentials underpinning governance and legal acumen |
External Roles
| Company | Role | Status | Committees/Impact |
|---|---|---|---|
| Safeguard Scientifics, Inc. | Chairman of the Board | Current | Board leadership; capital markets oversight |
| One Stop Systems, Inc. | Director | Current | Technology and governance experience |
| Wireless Telecom Group, Inc. | Director | Prior | Industry and board governance exposure |
| Creative Realities, Inc. | Director | Prior | Digital/tech governance exposure |
Board Governance
- Committee assignments (2025 slate): Audit Committee Member; Compensation Committee Chair; Nominating & Corporate Governance Committee Member; independence affirmed (Board considered his beneficial ownership and determined independence under Nasdaq rules) .
- Attendance and engagement: Board held four regular and one special meeting in 2024; all directors attended ≥75% of Board and committee meetings; non-employee directors held executive sessions at or after each Board meeting; all directors attended the 2024 Annual Meeting . Similar ≥75% attendance and executive sessions in 2023 and 2022 .
- Board leadership and governance practices: Lead director structure; annual self-evaluation; anti-hedging/pledging policies; stock ownership requirements; shareholders’ rights to call special meetings and act by written consent; no poison pill .
| Year | Committee | Role | Meetings (#) |
|---|---|---|---|
| 2024 | Audit | Member | 9 |
| 2024 | Compensation | Chair | 5 |
| 2024 | Nominating & Governance | Member | 3 |
| 2023 | Audit | Member | 9 |
| 2023 | Compensation | Chair | 8 |
| 2023 | Nominating & Governance | Member | 4 |
| 2022 | Audit | Member | 6 |
| 2022 | Compensation | Member | 5 |
| 2022 | Nominating & Governance | Chair | 9 |
Fixed Compensation
- Non-employee director cash retainer: $50,000; Chair fees: Audit $15,000; Compensation $11,500; Nominating & Governance $7,500 (Chairman Fletcher forewent NGC retainer in 2024); equity: $60,000 annual common stock award; Chairman additional stock award: $30,000 (2024 plan showed $40,000) .
- Insider trading policy prohibits directors from margining or pledging Company shares .
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Manko) | 60,500 | 60,000 | 120,500 |
| 2023 (Manko) | 61,500 | 60,000 | 121,500 |
| 2022 (Manko) | 57,500 | 60,000 | 117,500 |
| Non-Employee Director Compensation Element (2024–2025) | Amount |
|---|---|
| Cash Retainer | $50,000 |
| Common Stock Award | $60,000 (shares determined by average of high/low on last day of quarter) |
| Chairman Additional Common Stock Award | $30,000 (2024 plan: $40,000) |
| Audit Committee Chair Retainer | $15,000 |
| Compensation Committee Chair Retainer | $11,500 |
| Nominating & Governance Chair Retainer | $7,500 |
Performance Compensation
- Director equity is time-based stock awards; no director PSUs/Options disclosed; focus is on alignment rather than performance hurdles .
- As Compensation Committee Chair, Manko oversees KRMD’s executive incentive architecture (AICP and LTIP):
- AICP metrics (annual cash bonus): revenues; EBITDA; ROE; net income; operating income; gross/operating/profit margin; strategic plan progress; market share; innovation; minimum cash; other criteria as set by the Board .
- LTIP grants (2024 adoption): mix of RSUs (time-based), PSUs (performance-based), and options; executive PSUs vest on 2026 annual revenue achievement, with payout range 0–150% of target and a 0.5–1.5x stock price modifier; RSUs vest 25% annually over four years; certain awards have double-trigger change-of-control vesting .
| Program | Metric/Design | Measurement | Payout Mechanics |
|---|---|---|---|
| AICP | Revenues; EBITDA; ROE; Net Income; Operating Income; Margin; Strategic Progress; Market Share; Innovation; Min Cash; other Board-selected metrics | Annual | Funded pool; individual awards tied to company performance and individual goals; discretionary adjustments by Board |
| LTIP RSUs | Time-based RSUs | 25% per year over 4 years | Service-based; accelerate on change in control per plan |
| LTIP PSUs | FY2026 Annual Revenue; stock price modifier (20-day average ending 12/31/2026) | FY2026 | 0–150% of target shares; payout modified 0.5–1.5x based on stock price; CO change can vest at 100% target with price modifier |
Other Directorships & Interlocks
- Current public boards: Safeguard Scientifics (Chairman); One Stop Systems (Director) .
- Prior public boards: Wireless Telecom Group; Creative Realities .
- No disclosed interlocks with KRMD competitors/suppliers/customers in the proxies reviewed; independence status affirmed despite significant ownership .
Expertise & Qualifications
- Capital markets and investor relations proficiency; audit oversight; compensation governance leadership; medtech/biopharma industry exposure; C-level and board leadership experience .
Equity Ownership
- Significant beneficial owner with long-term ownership trend; alignment reinforced by KRMD’s stock ownership guidelines requiring non-employee directors to hold shares valued at 4x annual cash fees; all non-employee directors have achieved or are on track .
| Date (Record) | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| Apr 2, 2025 | 6,388,877 | 13.9% | 5,871,677 HCPF; 517,200 Manko direct; HCM discretionary voting; HCP GP rights |
| Mar 24, 2024 | 7,753,632 | 16.7% | 7,588,380 HCPF; 165,252 Manko direct |
| Mar 24, 2023 | 9,775,261 | 21.1% | 7,430,603 HCPF; 2,344,658 Horton Freedom LP |
Policy note: Hedging, short sales, and pledging of Company securities by directors are prohibited .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Advisory approval of executive compensation | 23,167,952 | 702,827 | 81,599 | 12,997,325 |
| 2024 | Advisory approval of executive compensation | 26,409,104 | 541,923 | 173,897 | 11,214,184 |
Insider Trades and Filings (Ownership References)
| Filing | Date | Note |
|---|---|---|
| Form 4 (Horton Capital/Manko) | Feb 7, 2025 | Basis for 6,388,877 beneficial ownership breakdown |
| Form 4 (Horton Capital/Manko) | Feb 16, 2024 | Basis for 7,753,632 beneficial ownership breakdown |
Governance Assessment
-
Strengths:
- Compensation governance: seasoned chair of Compensation Committee with clearly articulated AICP/LTIP frameworks and clawback policy compliance with Nasdaq standards .
- Audit oversight: multi-year Audit Committee service; robust meeting cadence and reporting; independent audit firm ratifications .
- Shareholder alignment: significant long-term ownership via Horton Capital; director ownership guidelines; anti-hedging/pledging policy .
- Shareholder support: high say-on-pay approval (raw votes) in 2024 and 2025; board attendance and executive sessions indicate engagement .
-
Potential conflicts/RED FLAGS:
- Significant ownership concentration: Horton Capital’s stake (13.9% in 2025) may create perceived influence; Board specifically reviewed and affirmed independence considering his ownership .
- Related-party transactions: No related-party transactions involving Manko disclosed in the proxies reviewed; continued monitoring warranted given fund’s stake (noted as a significant shareholder) .
- Ownership trend: Decline in reported beneficial ownership from 21.1% (2023) to 13.9% (2025); investors should monitor Form 4/Schedule 13D/13G changes for signals (footnotes cite filings) .
-
Compensation structure observations:
- Director pay mix stable (cash retainer $50k; stock $60k); Chairman’s additional stock award adjusted from $40k (2023 plan) to $30k (2024–2025), modest de-risking of board equity load .
- No director meeting fees; chair fees modest; equity awards delivered quarterly by formula (average of high/low price), minimizing timing risk .
-
Independence and engagement:
- Independence reaffirmed across 2023–2025 proxies; ≥75% meeting attendance; executive sessions at each meeting; robust committee activity .
Overall signal: Strong governance involvement with clear compensation frameworks and shareholder alignment; independence scrutinized and affirmed despite significant ownership—appropriate to continue monitoring ownership and any potential transactions for conflicts.