Brian Murphy
NAOVAbout Brian Murphy
Brian Murphy (age 68) is a long-tenured medtech operator who served as NanoVibronix CEO from October 2016 until June 4, 2025, and remains on the Board; he holds a B.A. in communications from Southern Illinois University . As of the 2025 proxy record date, he is not classified as an independent director by the Board and is not nominated on the five-person slate up for election at the December 4, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinetic Concepts, Inc. (KCI) | Various leadership roles in sales, operations, GM | 1992–2008 | Led significant growth in wound care businesses |
| ConvaTec | VP of Sales, led NPWT business | 2008–2010 | Commercial leadership in advanced wound care |
| O2 Insights, Inc. | Chief Executive Officer | 2010–2012 | Led sale to Systagenix in June 2012 |
| MiMedx Group, Inc. | Senior commercial roles (advanced wound care) | 2012–2016 | Built national accounts and commercial efforts |
| NanoVibronix, Inc. | Chief Executive Officer and Director | Oct 2016–Jun 4, 2025 (CEO); Director continues | CEO transition announced June 4, 2025 |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| — | — | — | Company disclosures do not list any other current public company directorships for Mr. Murphy |
Board Governance
- Independence status: Not independent under Nasdaq rules per Board’s determination in 2025 proxy; independent directors listed exclude Mr. Murphy .
- Committees: Current and post-meeting committee rosters (Audit, Compensation, Nominating/Governance) do not include Mr. Murphy .
- Attendance: In 2024, the Board met six times and each director attended at least 75% of Board and committee meetings of which they were members; last year’s annual meeting was not attended by any directors .
- Board leadership: Independent, non-executive chair (Christopher Fashek) separates chair/CEO roles .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary paid ($) | 300,000 | 308,750 |
| CEO base salary rate under 2024 agreement ($) | — | 321,000 (effective 9/20/2024 through 8/31/2025) |
| Director cash retainer ($) | Not applicable (executive) | Not disclosed for Mr. Murphy as a non-employee director in 2025 proxy (director table covers 2024 non-employee directors) |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Target annual bonus ($) | Up to 100,000 (per employment agreement) | Up to 100,000 (per employment agreement) |
| Actual bonus paid ($) | 82,500 | 73,000 |
| Option awards – grant date fair value ($) | 159,631 | 42,285 |
| Performance metrics used | Not specifically disclosed beyond “performance criteria” set in good faith by Board | Not specifically disclosed beyond “performance criteria” set in good faith by Board |
| Clawback policy applicability | Company may recoup awards under its clawback policy | Company may recoup awards under its clawback policy |
Notes:
- 2024 CEO agreement provides annual bonus “up to” $100,000 with criteria determined by the Company in good faith; no formulaic metrics disclosed .
- Company equity plans specify potential performance criteria (e.g., revenue, EBITDA, TSR, etc.), but awards actually used for Mr. Murphy are not specified in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Murphy; no interlocks identified in company filings |
Expertise & Qualifications
- 25+ years in medtech/wound care across KCI, ConvaTec, O2 Insights (CEO), and MiMedx, with extensive commercialization and operations experience .
- Education: B.A., Southern Illinois University .
- Long-tenured leadership at NAOV (CEO 2016–2025) with continuing board service during CEO transition .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 909 shares via stock options currently exercisable within 60 days of record date (Oct 27, 2025) |
| % of shares outstanding | Less than 1% (“*” in table) |
| Vested vs. unvested | 909 options currently exercisable within 60 days; no additional breakdown disclosed |
| Shares pledged | Company policy prohibits hedging/pledging for officers/directors; no exemptions granted since policy adoption |
| Ownership guidelines | Not disclosed in proxy |
Employment & Contracts
- 2022 Employment Agreement: Base salary $300,000; target bonus up to $100,000; 2-year term; non-compete, non-solicit, confidentiality .
- 2024 Employment Agreement: Base salary $321,000 (9/20/2024–8/31/2025); bonus up to $100,000; either party may terminate on 90 days’ notice; upon termination, only accrued obligations payable; no severance specified for termination by Company for cause; standard restrictive covenants .
- CEO Transition: On June 4, 2025, Mr. Murphy retired as CEO and remained a director .
Compensation Structure Analysis
- Mix and trends: 2024 compensation comprised salary ($308,750), cash bonus ($73,000), and option grant value ($42,285); lower equity value year-over-year vs. 2023 ($159,631) .
- Equity award actions: On Nov 29, 2023, the Company canceled options held by several insiders, including Mr. Murphy, covering an aggregate of 928 shares at very high exercise prices ($983.40–$5,654.00); each option holder received $1 in exchange (not a repricing) .
- Clawback and anti-hedging: Company maintains an anti-hedging/pledging policy and a clawback policy applicable to equity awards .
Related-Party Transactions
- Company policy requires disinterested Board review/approval for related-party transactions over the lesser of $120,000 or 1% of average total assets; Audit Committee oversees conflicts .
- Disclosures do not report related-party transactions involving Mr. Murphy; notable historical RPTs involved legal services associated with a former director (not Mr. Murphy) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay cadence: Company holds say-on-pay every three years; last vote occurred at 2024 annual meeting; next say-on-pay expected in 2027 .
- 2025 shareholder votes: February 24, 2025 special meeting approved reverse split and certain share issuance proposals; Mr. Murphy signed 8-K as CEO .
Risk Indicators & Red Flags
- Independence and committee influence: Mr. Murphy is not classified as independent and is not on key committees, limiting independent oversight contribution .
- Ownership alignment: Minimal economic exposure disclosed (909 options, <1%), which may signal limited “skin-in-the-game” .
- Annual meeting engagement: Prior year’s annual meeting not attended by any directors (engagement optics risk), although directors met the 75% attendance threshold for Board/committee meetings .
- Control environment: Auditor transition in August 2025 to E&Y; prior auditor reports included going concern emphasis and noted material weaknesses in internal controls for 2023–2024 (broader governance/controls risk context) .
- Equity award modifications: 2023 cancellation of deep OTM options for nominal consideration (not a repricing) – noteworthy structural change to equity overhang .
Governance Assessment
- Strengths:
- Deep medtech operating background and NAOV company knowledge .
- Board maintained separation of chair/CEO; independent chair structure .
- Anti-hedging/pledging and clawback frameworks in place .
- Concerns for investor confidence:
- Lack of independence (former CEO; not classified independent) and absence from Audit/Comp/Nominating committees reduce governance leverage as a director .
- Limited personal ownership alignment (<1%) .
- Control/audit environment issues (material weaknesses, going concern emphasis; auditor change) signal elevated governance risk unrelated to the individual but relevant to Board oversight .
- Board optics: no director attendance at last year’s annual meeting .
Director status outlook: Mr. Murphy remains on the Board following his June 4, 2025 CEO retirement, but he is not among the five nominees slated for election at the December 4, 2025 annual meeting, indicating potential board turnover affecting his future role .