Jacob A. Waldrop
About Jacob A. Waldrop
Jacob A. “Jake” Waldrop is Chief Operating Officer of Sanara MedTech Inc., appointed effective April 15, 2024. He is 43 and a Texas certified public accountant with a B.S. in Accounting and Management Information Systems from Texas A&M University; his prior roles include CFO at Trilliant Surgical, and Vice President of Finance & Integrations at Enovis’ Foot & Ankle division following Trilliant’s sale in early 2021, plus controller roles at The Planet and Alert Logic and a public accounting start at KPMG in 2005 . Company performance during his tenure shows topline growth with FY 2024 revenues of $86.7M vs $65.0M in FY 2023 , while FY 2024 EBITDA was -$1.42M* and Net Income -$9.66M*; cumulative TSR (value of $100 investment) improved to $112.35 in 2024 from $82.36 in 2023 .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enovis (formerly DJO), Foot & Ankle division | Vice President of Finance & Integrations | Not disclosed | Led finance and post-merger integration after Trilliant’s sale to Enovis in early 2021 . |
| Trilliant Surgical | Chief Financial Officer | Not disclosed | Drove finance leadership through sale process to Enovis . |
| Alert Logic | Controller | Not disclosed | Built finance controls at fast-growing technology firm . |
| The Planet | Controller | Not disclosed | Scaled finance processes in tech infrastructure business . |
| KPMG | Public Accountant | 2005 start | Foundation in audit/accounting; CPA credential . |
External Roles
No public company board or external roles disclosed for Waldrop .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual Base Salary ($) | $315,000 | Set in employment agreement; subject to periodic review. |
| Salary Earned ($) | $224,337 | Partial-year accrual given April 15, 2024 start. |
| Target Annual Cash Bonus (% of Base) | Up to 75% | Discretionary based on Company and individual performance; Board-approved. |
Performance Compensation
| Metric/Instrument | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|
| Annual Cash Bonus | Up to 75% of base | $186,000 for 2024, approved Feb 2025 | Cash (paid following year per policy) . |
| Annual Restricted Stock (ongoing eligibility) | Up to 75% of base (fair value at grant) | $100,007 grant value in 2024 | See RSU details below. |
| One-time Equity Grant (on hire) | $100,000 value | Granted within 30 days of 4/15/2024 | 50% vests on 1st anniversary; 50% on 2nd anniversary . |
RSU/Restricted Stock Detail
| Grant Date | Shares | Vesting Dates | Notes |
|---|---|---|---|
| 4/15/2024 | 3,101 | 50% on 4/15/2025; 50% on 4/15/2026 | Aligns with the one-time $100k grant economics . |
Performance metric specifics (e.g., revenue, EBITDA, TSR, ESG) for incentive determination are described broadly as Company and individual performance; explicit metric weights/targets not separately disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 11,891 |
| Ownership as % of Outstanding | <1% (asterisk notation in proxy) |
| Vested vs Unvested | Footnote indicates 11,891 shares are restricted stock scheduled to vest through 2/25/2028 . |
| Options (exercisable/unexercisable) | None disclosed; outstanding awards are restricted stock/RSUs only . |
| Stock Ownership Guidelines | Not disclosed for executives in proxy . |
| Hedging/Pledging | Prohibited without CEO/CFO advance approval; margin accounts and short-term/speculative transactions restricted . |
Employment Terms
| Provision | Waldrop Employment Agreement Terms |
|---|---|
| Term & Renewal | Initial 24 months from 4/15/2024 with automatic 12-month renewals unless notice given 30+ days prior . |
| Base/Bonus/Equity Eligibility | Base $315,000; annual cash bonus up to 75% of base; annual restricted stock awards up to 75% of base (Board-approved) . |
| Sign-on Equity | One-time $100,000 restricted stock (issued within 30 days of effective date) . |
| Severance (No Cause / Good Reason) | One (1) year of base salary paid in 24 semi-monthly installments; accelerated vesting of prior grants; continued health benefits via COBRA reimbursement; release required . |
| Change-of-Control | If terminated by Company or successor within one year of CoC: one (1) year of base salary, accelerated vesting, COBRA reimbursement (release required) — effectively double-trigger . |
| Non-Compete | 12 months post-termination; Territory: U.S. and any additional countries with material business; exceptions for non-competing divisions under conditions . |
| Non-Solicit (Customers/Employees) | Customer and employee/contractor non-solicit prohibitions during Restricted Period . |
| Confidentiality & IP | Broad confidentiality and assignment of inventions; return/deletion obligations at termination; whistleblower carve-outs . |
| Arbitration & Governing Law | Texas law; AAA arbitration in Tarrant County, TX (limited injunctive relief carve-outs) . |
| Clawback/Recovery | Compensation committee oversees Compensation Recovery Policy (details not enumerated) . |
| 409A Compliance | Detailed 409A provisions including specified employee delay and separate payments . |
Company Performance Snapshot (context for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $64,989,842 | $86,672,425 |
| EBITDA ($) | -$3,990,022* | -$1,415,946* |
| Net Income ($) | -$4,303,197* | -$9,664,547* |
| TSR Proxy (Value of $100 Investment) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value ($) | 91.18 | 82.36 | 112.35 |
*Values retrieved from S&P Global.
Investment Implications
- Compensation alignment: Cash and equity incentives are significant (each up to 75% of base), with equity vesting over 2–4 years; this structure supports retention but creates periodic vesting supply (4/15/2025, 4/15/2026, and additional restricted stock vesting scheduled through 2/25/2028) that could add technical selling pressure if awards are net-settled for taxes .
- Change-of-control and severance: Double-trigger severance within one year of a CoC (salary continuation, accelerated vesting, COBRA) reduces departure friction but can increase dilution/overhang in M&A scenarios due to vesting acceleration .
- Retention risk: Two-year initial term with auto-renew, plus 12-month non-compete/non-solicit protections, and broad confidentiality/IP provisions mitigate transition risk; clawback policy oversight exists, enhancing governance .
- Ownership alignment: Beneficial ownership is <1% and entirely in restricted stock; hedging/pledging is restricted, which supports alignment; absence of disclosed executive ownership guidelines limits visibility on required “skin-in-the-game” .
Note: Attempts to source Form 4 activity for recent insider transactions were unsuccessful due to data access issues; current ownership and vesting disclosures rely on the latest DEF 14A and employment agreement .
Citations
- Appointment, biography, age, education:
- Employment agreement, compensation/bonus/RSU terms, severance/CoC, non-compete, confidentiality/IP, arbitration/409A:
- Proxy compensation actuals and RSU vesting:
- Ownership table and footnotes:
- Hedging/pledging policy:
- Company performance (revenues): ; EBITDA/Net Income: S&P Global (see asterisks)
- TSR (value of $100 investment):