Morgan C. Frank

About Morgan C. Frank

Independent public-company director and hedge fund investor with 20+ years allocating to micro-caps. Age 52; on MODD’s board since April 2017. He is Managing Member/portfolio manager at Manchester Explorer, LP and chairs the board of SANUWAVE Health, Inc. (publicly traded wound-care company). Education: BA in Economics and Political Science from Brown University .

Past Roles

External Roles

Board Governance

• Board/Committee structure and independence
  • MODD has three standing committees: Audit (Chair: Steven Felsher), Compensation (Chair: Duane DeSisto), and Nominating & Governance (Chair: Philip Sheibley). Committee membership (non-chairs): Audit – Sheibley, Volkart; Compensation – Volkart; Nominating & Governance – Felsher. Frank is not listed on any committee, and not a chair .
  • The Board determined that Felsher, Sheibley, DeSisto, and Volkart are independent under Nasdaq rules; Frank is not identified as independent (not included in the independent list), likely due to his Manchester affiliations and significant ownership .
• Attendance and engagement
  • Fiscal 2024: Board held two meetings; each director attended at least 75% of Board and applicable committee meetings. Directors are encouraged (not required) to attend the annual meeting; two directors attended the prior year’s meeting .
• Risk oversight and policies
  • Audit oversees financial reporting and controls; Compensation oversees compensation programs; Nominating & Governance handles nominations, ESG policy oversight, and board evaluations. Officers and directors are prohibited from short sales of company securities .

Fixed Compensation (Director)

Performance Compensation (Director)

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and investor relations expertise from hedge fund leadership; analysis of development-stage companies and markets; active role in capital raising insights .
• BA in Economics and Political Science (Brown University) .

Equity Ownership

Insider Trades (Form 4) – Morgan C. Frank

Notes: Each row corresponds to a separate line item reported on Form 4; “Post-Transaction Ownership” reflects the securitiesOwned field for the corresponding line item; capacity listed as “director, 10 percent owner” on filings.

Related-Party Transactions and Conflicts

• Manchester Explorer (affiliated with Frank via MMC) purchased 900,000 shares in MODD’s February 2024 public offering for gross proceeds to MODD of $990,000. MMC (GP of Manchester and JEB Partners) and its affiliates, combined with Besser (CEO) and Frank, owned ~13% of MODD as of March 31, 2024. This concentration and ongoing financing participation present potential conflicts and are notable for governance risk monitoring .
• Footnote disclosure confirms Besser and Frank, as MMC managers, share voting/dispositive power over holdings of Manchester Explorer and JEB Partners, further reinforcing an interlock among management, a director, and a significant shareholder group .

Governance Assessment

• Strengths
  • Significant “skin in the game”: Frank beneficially owns 3,938,254 shares plus 859,094 issuable within 60 days (10.45% of class), aligning incentives with equity holders .
  • Deep capital markets experience and investor perspective supporting financing strategy and market messaging .
  • Consistent meeting attendance (≥75%) and adherence to short-sale prohibition .
• Concerns / RED FLAGS
  • Independence: Board does not classify Frank as independent; he is also a 10%+ holder with shared control over a major shareholder (MMC/Manchester). This raises potential conflicts in capital allocation and related-party transactions .
  • Related-party financing: Affiliated fund participation in offerings (Feb 2024) could create perceived or actual conflicts; requires vigilant recusals and transparent process .
  • Committee roles: Not serving on Audit/Comp/Nom-Gov (no committee assignment disclosed for Frank), limiting direct oversight responsibilities but also reducing conflict risk on sensitive committees .
• Compensation/Alignment
  • Director pay structure is equity-heavy; Frank took $0 cash and $45,390 in options in FY2024, indicating equity orientation. No director-level performance metrics disclosed; awards are service-based and elected form (options vs stock), which is typical but lacks performance conditioning .
• Overall Implication
  • Frank is a financially sophisticated, engaged director with material ownership and network leverage; however, his non-independent status, shared control over significant holders, and related-party transactions warrant continuous monitoring of recusals, pricing fairness in capital raises, and board independence balance to maintain investor confidence .

Citations:

• Biographical details, age, tenure, external chair role, and qualifications:
• Committee structure and chairs; hedging policy:
• Director independence determination:
• Board meetings and attendance:
• Director compensation plan and FY2024 director compensation table; Frank’s option award value; outstanding option counts:
• Beneficial ownership table and percentages:
• Ownership footnote (shared voting/dispositive power, MMC relationships):
• Related-party transactions (Manchester Explorer purchase in offering):
• Insider trades (Form 4) URLs: see Insider Trades table above (each row cites SEC filing URL).