Thomas Kirk
MYOMOAbout Thomas F. Kirk
Thomas F. Kirk, age 79, is Lead Independent Director of Myomo and has served on the board since September 2014; he has been Lead Independent Director since October 2016 . He is the retired Chairman and CEO of American Medical Staffing, Inc. (2013–2024) and previously served as CEO, COO, and Director at Hanger, Inc. (2002–2013) . He holds a BS in Mechanical Engineering (Carnegie Mellon), an MBA in Finance, and a PhD in Strategic Planning/Marketing (University of Pittsburgh) . The board has determined he is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Medical Staffing, Inc. | Chairman of the Board and Chief Executive Officer | 2013–2024 | Led the company; retired in 2024 |
| Hanger, Inc. | Chief Executive Officer | Mar 2008–May 2012 | Led operations and strategy |
| Hanger, Inc. | Chief Operating Officer | Jan 2002–Feb 2008 | Oversaw operations |
| Hanger, Inc. | Director | Jan 2002–May 2013 | Board oversight |
| American Orthotics & Prosthetics Association | President and multiple committee chairs | Dec 2002–Nov 2013 | Industry leadership |
| AlixPartners | Partner | Prior to 2002 | Led restructuring/strategy teams across industries |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company directorships (current) | — | No current public company boards listed in 2025 proxy biography |
Board Governance
- Lead Independent Director: Presides over meetings of independent directors; liaison between Chair/CEO and independent directors; additional duties as delegated by the board .
- Independence: Board determined Mr. Kirk is independent (and majority of board is independent) under NYSE American rules .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of board meetings; all directors attended the 2024 Annual Meeting . Committee meetings held in 2024: Audit (7), Compensation (5), Nominating & Corporate Governance (4), Technology/Quality/Regulatory (6); each director met the 75% threshold for committees except Ms. Knapp .
| Committee | Role | Chair? |
|---|---|---|
| Audit Committee | Member | Chair: Heather C. Getz |
| Compensation Committee | Member | Chair: Thomas A. Crowley |
| Nominating & Corporate Governance Committee | Chair | Chair: Thomas F. Kirk |
| Technology, Quality & Regulatory Committee | Member | Chair: Milton M. Morris |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| 2024 | $57,500 | $42,000 | $99,500 |
- Structure effective June 2024: Annual cash retainer $55,000 (paid quarterly); additional $5,000 per year for committee chairs; annual equity $42,000 in RSUs vesting over four quarters .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | June 5, 2024 | 12,034 units | $42,000 | Vests over four quarters beginning Sept 5, 2024 |
No performance-linked metrics are used for director equity; awards are time-vested RSUs per the director compensation program .
Other Directorships & Interlocks
- Current public company boards: None listed for Mr. Kirk in the 2025 proxy biography .
- Prior public board: Hanger, Inc. Director (2002–2013) .
- Related-party transactions: Mr. Kirk is not named in the related-party financings detailed for 2023–2024; transactions primarily involve large shareholders and another director (Mr. Jacobovitz) via AIGH Capital .
Expertise & Qualifications
- Industry/operator experience: Executive leadership in orthotics and prosthetics and medical devices; strategic, operational, and financial leadership at Hanger and American Medical Staffing .
- Governance: Lead Independent Director since 2016; chairs Nominating & Corporate Governance; serves on Audit, Compensation, and Technology/Quality/Regulatory committees .
- Education: BS (Mechanical Engineering, Carnegie Mellon); MBA (Finance) and PhD (Strategic Planning/Marketing), University of Pittsburgh .
Equity Ownership
| Metric (as of date) | Amount |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 253,289 shares; “<1%” of outstanding |
| Included in beneficial ownership | 364 options exercisable within 60 days (as of Mar 31, 2025) |
| Unvested RSUs (Mar 31, 2025; not included in beneficial ownership) | 3,008 RSUs not vesting within 60 days |
| Legacy equity positions (Dec 31, 2024) | 364 options; 6,017 unvested RSUs |
| Insider trading policy (hedging/pledging) | Prohibits short sales and, without prior approval, pledging/hedging transactions for directors |
| Section 16(a) compliance (2024) | Company reported compliance by directors and officers in 2024; late Form 4s noted for certain executives, not directors |
Governance Assessment
-
Positives
- Long-tenured independent director with deep O&P and medtech operating experience; serves as Lead Independent Director and chairs Nominating & Corporate Governance, supporting board independence and refreshment processes .
- Strong committee engagement (member of all four committees) with 2024 attendance at or above 75%; board and committees met regularly (Board: 4; Audit: 7; Comp: 5; Nominating: 4; Tech/Quality/Regulatory: 6) .
- Director pay mix combines cash retainer and time-vested RSUs; chair fee aligns with added responsibilities; no discretionary/performance bonuses for directors, limiting pay-risk incentives .
-
Watch items / potential red flags
- Combined Chair/CEO structure persists at MYO; mitigation via established Lead Independent Director role held by Mr. Kirk (presides over independent sessions and acts as liaison) .
- Company-level material weakness in IT general controls disclosed for 2024; as Audit Committee member, Mr. Kirk will be expected to oversee remediation rigorously (heightened audit oversight demands) .
- Ownership alignment: Mr. Kirk’s reported beneficial ownership is under 1% of shares outstanding (standard for outside directors, but modest as a percentage) .
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Conflicts/related parties
- No related-party transactions disclosed involving Mr. Kirk in 2023–2024 equity offerings; related transactions primarily involve large shareholders and another director (Mr. Jacobovitz) through AIGH .
-
Shareholder votes & engagement
- 2025 Annual Meeting: one director (Getz) elected; auditor ratified; indicates routine governance cycle (no say-on-pay on 2025 ballot) .