Ann Beal Salamone
About Ann Beal Salamone
Ann Beal Salamone, age 74, has served as a director of Sanara MedTech Inc. since August 2019. She co-founded Rochal Industries, serving as President from 1986 to September 2019 and as Chairman since September 2019; she has been a consultant to Sanara since the Company’s acquisition of assets from Rochal in July 2021. She is a principal inventor in wound/burn products and other materials innovations, and is a member of the National Academy of Engineering and The Academy of Medicine, Engineering & Science of Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rochal Industries, LLC | President | 1986 – Sept 2019 | Led development of liquid bandages, antimicrobial and skin regeneration products |
| Rochal Industries, LLC | Chairman | Sept 2019 – present | Ongoing governance of scientific portfolio |
| Multiple private companies | Co-founder, investor, director | Various | Founded six companies; served on boards of private entrepreneurial companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rochal Partners LLP (not affiliated with SMTI) | Co-founder, President, Board Member | Since Dec 2014 | Separate entity from SMTI |
| National Academy of Engineering | Member | Not disclosed | Scientific and engineering distinction |
| The Academy of Medicine, Engineering & Science of Florida | Member | Not disclosed | Professional recognition |
Board Governance
- Committee assignments: Not listed as a member of the Audit, Compensation, Nominating & Corporate Governance, or Corporate Development committees .
- Independence: Not identified by the Board as “independent” under Nasdaq Listing Rules (independent directors named do not include Ms. Salamone) .
- Attendance and engagement: During 2024, each director attended at least 75% of Board and committee meetings of which they were a member; all eight directors attended the 2024 annual meeting .
- Board leadership context: Company has no Lead Independent Director; Executive Chairman also serves as CEO, with a majority-independent Board .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $0 | No cash retainers; director retainers paid in restricted stock |
| Stock awards (grant-date fair value) | $92,215 | Restricted stock retainer; 2,949 shares granted on June 12, 2024; intended value $90,000; vests June 12, 2025 |
| Consulting fees | $177,697 | Annual consulting fee under agreement tied to Rochal-related expertise; auto-renews for up to three successive one-year terms; 90-day termination notice |
| Total | $269,912 | Sum of stock awards and consulting fees |
Equity Grant Details:
| Grant Date | Shares | Intended Value | Vesting |
|---|---|---|---|
| June 12, 2024 | 2,949 | $90,000 | 100% on June 12, 2025 |
Director Compensation Policy (structure):
- Annual director retainer: $90,000, paid in restricted stock; committee chair/member retainers paid in restricted stock (Audit Chair $20,000; Compensation Chair $10,000; Nominating Chair $10,000; Corporate Development Chair $10,000; Audit member $10,000; Compensation member $5,000; Nominating member $5,000; Corporate Development member $5,000) .
Performance Compensation
| Performance-linked element | Metrics | Outcome |
|---|---|---|
| Director compensation | None disclosed (no performance metrics tied to director pay) | Retainers paid in restricted stock; no option awards or performance conditions disclosed for directors |
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Transaction | Governance Implication |
|---|---|---|---|
| Rochal Industries, LLC | Chairman; significant shareholder | Multiple product license agreements with SMTI (BIAKŌS, ABF, Debrider) with royalties/minimums and milestones; royalty expense $177,005 in 2024; Debrider milestones of $0.5M cash and $1.0M cash/stock upon FDA clearance | Related-party exposure; commercial ties between company where she is Chair and SMTI |
| Consulting relationship with SMTI | Consultant | Annual consulting fee $177,697; auto-renewal provisions up to three years; termination with 90 days notice | Direct financial ties to SMTI beyond director role; independence concern |
| Rochal governance overlap | Nixon is a director and significant/majority shareholder of Rochal via warrants; Catalyst Rochal controls voting of Rochal shares | Board interlock with SMTI’s CEO via related party; heightened conflict risk |
Expertise & Qualifications
- Co-inventor of wound care technologies (liquid bandages, antimicrobial compositions, skin regeneration, electronics, water purification, personal care) with company leadership and R&D experience .
- Member, National Academy of Engineering; Member, The Academy of Medicine, Engineering & Science of Florida .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 19,895 shares | As of April 11, 2025; less than 1% of outstanding shares |
| Beneficial ownership percentage | <1% | Asterisk in proxy denotes “Less than 1%” |
| Unvested restricted stock (12/31/2024) | 2,949 shares | Vests June 12, 2025 |
| Shares outstanding (Record Date) | 8,887,984 | Reference for scale |
| Hedging/pledging | Prohibited without CEO/CFO approval per insider trading policy; no pledging disclosed for Ms. Salamone |
Governance Assessment
- Independence and conflicts: Ms. Salamone is not identified as an independent director and maintains material related-party ties through Rochal license agreements and a paid consulting arrangement with SMTI—both clear conflict vectors that can impair perceived board independence and investor confidence .
- Committee participation: No committee assignments (Audit, Compensation, Nominating, Corporate Development), limiting direct influence on oversight functions such as audit, compensation, nomination, and strategic transactions .
- Engagement: Attendance met the Company’s threshold (≥75%) and she attended the 2024 annual meeting, indicating engagement despite conflict considerations .
- Board structure context: No Lead Independent Director and combined Executive Chairman/CEO structure increase reliance on independent directors; overlapping roles with related parties (Rochal, Catalyst-related entities) heighten governance risk that warrants ongoing audit committee scrutiny of related-party approvals .
RED FLAGS
- Related-party transactions with Rochal (royalties/minimums/milestones) where Ms. Salamone is Chairman and significant shareholder; SMTI pays ongoing royalties and owes milestones—material financial ties that may bias decisions .
- Direct consulting fees from SMTI to Ms. Salamone with automatic renewal terms—financial dependency beyond board compensation .
- Interlock: SMTI’s CEO (Mr. Nixon) holds roles and control relationships in entities tied to Rochal/CGI Cellerate RX, further concentrating influence across related parties .
Potential Mitigants
- Audit committee oversight of related-party transactions per Item 404 policy; committee charged with approval and auditor communication duties .
- Clear insider trading/hedging/pledging restrictions, although exceptions require executive approval .