Mark Anderson

About Mark Anderson

Mark Anderson, age 62, was appointed as an independent director of SINTX Technologies in April 2025. He brings 35+ years of medical device commercial leadership, including three decades at Boston Scientific across Cardiology, Watchman, Endoscopy, and Corporate Contracts, and has consulted in the med‑device industry since May 2022; he holds a BBA in Finance from The University of Texas at Austin. He is a Class III director with a current term expiring at the 2026 annual meeting.

Past Roles

External Roles

• Other public company directorships: None disclosed for Anderson (Board disclosure notes only Jay Moyes serves on public boards Puma Biotechnology and Biocardia; others, including Anderson, do not).

Board Governance

• Independence: The Board determined that the non‑employee directors, including Mark Anderson, are independent under Nasdaq Rule 5605(a)(2).
• Board classification: Class III (term ends at 2026 annual meeting).
• Committee assignments and chair roles:
  • Compensation Committee: Chair (independent)
  • Audit Committee: Member (independent)
  • Corporate Governance & Nominating Committee: Member (independent)
• Attendance: The Board met 40 times in 2024 and all then‑serving directors attended >75% of Board/committee meetings; Anderson joined in April 2025 (no Anderson‑specific attendance disclosed yet).
• Conflict‑of‑interest and related‑party policies: Annual D&O questionnaires, Board review standards, and formal related‑party transaction policy via Audit Committee charter.

Fixed Compensation

• Anderson’s expected annual cash (retainer + Comp Chair fee) = $57,500 (derived from disclosed schedule and his Chair role).

Performance Compensation

• Performance metrics for director compensation: None disclosed; director equity is not tied to performance goals (schedule lists only option grants, not performance‑conditioned awards).

Other Directorships & Interlocks

Expertise & Qualifications

• Deep med‑device commercial leadership (Cardiology, Watchman, Endoscopy) and enterprise contracting; led commercial relationship management for HCA Healthcare at Boston Scientific.
• Team building, global market expansion, commercial and clinical scaling experience; BBA in Finance (UT Austin).

Equity Ownership

Notes:

• Ownership as of July 1, 2025; options are currently exercisable per footnote.
• No pledging/hedging disclosures noted for directors in the proxy excerpts reviewed.

Say‑on‑Pay & Shareholder Feedback

Governance Assessment

• Strengths

  • Independent director with directly relevant med‑device commercial expertise; chairs Compensation Committee and serves on Audit and Governance committees, supporting board effectiveness.
  • Independent majority board; formal related‑party review policy; no related‑party transactions involving Anderson disclosed.
  • 2025 equity plan enhances shareholder protections (no repricing without shareholder approval; explicit clawback).

• Watch items / RED FLAGS

  • Board turnover: In April 2025 the Board was substantially reconstituted (all prior directors except the CEO resigned; five new directors including Anderson were appointed). While refresh can be positive, abrupt turnover can raise continuity and oversight questions.
  • Executive change‑in‑control and severance terms (context for Comp Committee oversight): In May 2025, new executive employment agreements provide potential 3× salary+bonus severance, pro‑rated bonus, 36 months health benefits, and excise tax gross‑ups upon qualifying change‑in‑control terminations—a shareholder‑unfriendly feature that could draw investor scrutiny.
  • Equity plan dilution mechanics: The 2025 plan includes an automatic annual share reserve increase (up to 10% of outstanding on each Dec 31), which investors may monitor for dilution risk.

• Compensation structure observations

  • Director pay shifted to a higher fixed retainer ($50,000) and a standardized annual option grant (10,000 options); meeting fees are not listed in the 2025 schedule (vs. prior year’s structure). This simplifies pay but increases equity usage; monitoring grant sizes versus burn/dilution is warranted.

• Attendance/engagement

  • Board held 40 meetings in 2024 with >75% attendance among then‑serving directors; Anderson joined in April 2025, so his 2024 attendance does not apply. 2025 attendance not yet disclosed for him.

Appendix: Committee Roles Snapshot

Data Sources

• 2025 DEF 14A (published Jul 31, 2025): Board composition, director bios, independence, committees, director compensation schedule, ownership, related‑party policy, equity plan and clawback/repricing provisions.
• 2024 DEF 14A (published Nov 14, 2024): Prior year director pay structure and governance baseline (for context).
• 8‑K (Dec 23, 2024): Shareholder vote results (Say‑on‑Pay).
• 8‑K (May 7, 2025): Executive employment agreements—severance/CIC terms and excise tax gross‑ups (Comp Committee oversight context).