Robert A. DeSutter
About Robert A. DeSutter
Robert A. DeSutter, age 56, is an independent director of Sanara MedTech Inc. (SMTI). He is Founder and CEO of Great Plains Acquisitions LLC and serves as an exclusive independent contractor to Piper Sandler healthcare investment banking, with 32+ years of investment banking experience and prior service as Global Group Head (2003–2018) . The Board identifies him as independent under Nasdaq rules and as an audit committee financial expert; he has served on SMTI’s board since 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler (Healthcare IB) | Global Group Head; Managing Director | 2003–2018 (Global Group Head); 32+ years overall | Extensive medtech M&A and financing execution experience |
| Great Plains Acquisitions LLC | Founder & Chief Executive Officer | Not disclosed | Principal investing and advisory in healthcare/medtech |
| Great Plains Sporting Goods LLC | Investor and Board Member | 2002–2009 | Family business; exited via sale to public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Piper Sandler (Healthcare IB) | Exclusive independent contractor | Current | Independent contractor to Piper Sandler healthcare investment banking |
| Other public company boards | — | — | No other public company directorships disclosed in SMTI proxies |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence status | Independent under Nasdaq Listing Rules | |
| Audit Committee | Member; identified as “audit committee financial expert” | |
| Nominating & Corporate Governance Committee | Chair | |
| Corporate Development Committee | Chair | |
| Compensation Committee | Not a member | |
| Board meetings (2024) | Board met 4 times; all directors ≥75% attendance; all 8 attended 2024 annual meeting | |
| Nominating & Governance meetings (2024) | 6 meetings | |
| Corporate Development meetings (2024) | 4 meetings | |
| Lead Independent Director | None (Board does not expect to establish) | |
| Code of Ethics | Adopted; conflicts, fair dealing, confidentiality addressed | |
| Related-party oversight | Audit committee reviews/approves Item 404/Nasdaq 5630 transactions |
Fixed Compensation
| Metric | 2023 | 2024 | Evidence |
|---|---|---|---|
| Fees earned or paid in cash ($) | $0 | $0 | |
| Stock awards ($) | $102,525 | $122,954 | |
| Total ($) | $102,525 | $122,954 | |
| Unvested restricted stock at year-end (shares) | 2,936 (as of 12/31/2023) | 3,932 (as of 12/31/2024) |
Director equity compensation policy (adopted 2023; retainer paid in restricted stock):
- Annual director retainer: $90,000; committee chair adders: Audit $20,000; Compensation $10,000; Nominating & Corporate Governance $10,000; Corporate Development $10,000; committee member adders: Audit $10,000; Compensation $5,000; Nominating & Corporate Governance $5,000; Corporate Development $5,000. Grant value uses 20-trading-day average closing price; directors reimbursed for reasonable travel .
- June 12, 2024 grants vest June 12, 2025 (for non-employee directors serving that term) .
2024 equity grant details (per director policy period):
| Grant Item | DeSutter | Evidence |
|---|---|---|
| Number of shares granted | 3,932 | |
| Intended value | $120,000 | |
| Vest date | June 12, 2025 (service condition) |
Performance Compensation
| Element | Status | Evidence |
|---|---|---|
| Options | None disclosed for non-employee directors | |
| PSUs / performance stock | None disclosed; director pay is retainer equity (restricted stock) | |
| Non-equity incentive plan for directors | Company does not sponsor such a plan for non-employee directors | |
| Performance metrics tied to director awards | Not disclosed/applicable |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Notes |
|---|---|---|
| Piper Sandler (Healthcare IB) | Exclusive independent contractor | Potential appearance of conflict if SMTI engages Piper Sandler; no related-party transactions disclosed involving DeSutter |
| Other public boards | None disclosed | No current public company directorships cited in biography |
Expertise & Qualifications
- Medtech M&A and capital markets: decades of global buy/sell-side and financing transactions across public/private markets .
- Financial expertise: identified by SMTI as an “audit committee financial expert” .
- Education: University of Minnesota Carlson School of Management; University of Virginia Darden Graduate School of Business .
Equity Ownership
| Metric | As of Apr 5, 2024 | As of Apr 11, 2025 | Evidence |
|---|---|---|---|
| Beneficial ownership (shares) | 15,523 | 19,455 | |
| Beneficial ownership (%) | <1% | <1% | |
| Included restricted stock (unvested) | 2,936 (as of 12/31/2023) | 3,932 (vests 6/12/2025) | |
| Hedging/pledging policy | Prohibits hedging/pledging without CEO/CFO approval |
Unvested restricted stock at year-end:
| Year-end | Unvested RS (shares) | Evidence |
|---|---|---|
| 2023 | 2,936 | |
| 2024 | 3,932 |
Governance Assessment
-
Strengths
- Independent director with deep healthcare investment banking expertise; serves as audit committee member and is designated an audit committee financial expert, bolstering oversight of financial reporting and related-party review .
- High engagement: Board and committees met regularly in 2024; each director met ≥75% attendance; director also chairs two key committees (nominating & corporate governance; corporate development) .
- Alignment: Director compensation is equity-only via restricted stock; 2024 stock awards of $122,954 with clear vesting, supporting ownership alignment .
-
Watch items and potential conflicts
- No lead independent director; combined Executive Chairman/CEO role persists, increasing reliance on committee chairs (including DeSutter) for independent oversight .
- DeSutter’s concurrent role as an investment banking contractor (Piper Sandler) and chair of Corporate Development could present perceived conflicts if SMTI were to engage Piper Sandler on transactions; however, no DeSutter-related related-party transactions are disclosed, and audit committee must approve Item 404 transactions .
- Board/corporate control context: Significant beneficial ownership concentrated among affiliates of Executive Chairman/CEO Ronald T. Nixon (e.g., CGI Cellerate RX, FA Sanara, Rochal), which may influence governance dynamics despite a majority-independent board .
-
Compensation structure observations
- Year-over-year increase in DeSutter’s director equity awards ($102,525 in 2023 to $122,954 in 2024), consistent with committee chair/member adders under the 2023 policy and his chair roles; no cash retainer paid to non-employee directors .
- No performance-based director compensation or option grants disclosed; retainer equity vests time-based, not performance-conditioned .
-
Related-party environment (company-wide, for context)
- Multiple related-party arrangements disclosed with affiliates of Catalyst/Rochal (royalties, services agreements), but none involve DeSutter; audit committee oversight is specified .