Ronald T. Nixon
About Ronald T. Nixon
Ronald T. Nixon, age 69, is Sanara MedTech’s Executive Chairman, having served as a director since March 2019 and Executive Chairman since May 2019; he was Chief Executive Officer from May 12, 2024 until stepping down effective September 15, 2025, when he remained Executive Chairman . He holds a Bachelor’s degree in Mechanical Engineering from the University of Texas at Austin and is a registered professional engineer (inactive) in Texas; he founded and is Managing Partner of The Catalyst Group, with board roles at Superior Plant Rentals LLC, Rochal Industries, and Next Level Medical, and serves on UT Austin’s Cockrell School Engineering Advisory Board . Company TSR (value of a fixed $100 investment) was $91.18 in 2022, $82.36 in 2023, and $112.35 in 2024, while consolidated net losses persisted, signaling improving market value despite continued losses . Nixon beneficially owns 3,575,832 shares (40.2% of outstanding), creating strong alignment but concentration of control .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanara MedTech Inc. | Executive Chairman | May 2019–present | Led strategic planning, partnerships and acquisition identification; board leadership . |
| Sanara MedTech Inc. | Chief Executive Officer (PEO) | May 12, 2024–Sep 15, 2025 | Oversaw corporate execution; transitioned CEO role to successor while remaining Executive Chairman . |
| Sanara MedTech Inc. | Director | Mar 2019–present | Board service and governance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Catalyst Group, Inc. | Founder & Managing Partner | Not disclosed | Provided growth capital and strategic advisory to private companies . |
| Superior Plant Rentals LLC | Director | Not disclosed | Oversight and strategic guidance . |
| Rochal Industries, LLC | Director | Not disclosed | Oversight and strategic guidance . |
| Next Level Medical | Director | Not disclosed | Oversight and strategic guidance . |
| UT Austin Cockrell School of Engineering | Engineering Advisory Board | Not disclosed | Academic/industry advisory contributions . |
Fixed Compensation
2024 executive and director pay elements:
| Component | Amount | Notes |
|---|---|---|
| CEO Base Salary (2024) | $350,000 | Per Nixon Employment Agreement effective Sep 1, 2024; appointed CEO May 12, 2024 . |
| One-time Cash Bonus | $125,000 | Paid in September 2024 per Nixon Employment Agreement . |
| Executive Chairman Cash | $100,000 | Director cash compensation for Executive Chairman role (included in SCT-related footnote) . |
| Director Equity Grant (Restricted Stock) | $338,091 | Grant-date fair value under director compensation policy (SCT footnote) . |
Post-CEO board compensation effective September 15, 2025:
| Component | Amount | Notes |
|---|---|---|
| Director Retainer – Equity | $90,000 | Restricted stock for director service . |
| Director Retainer – Cash | $40,000 | Annual cash for director service . |
| Executive Chairman Cash Retainer | $100,000 | Annual cash retainer for Executive Chairman role . |
Board-wide director compensation policy (context as of 2024):
- Annual retainer: $90,000 in restricted stock to each director; committee chair additional equity retainer ($20,000 audit; $10,000 compensation; $10,000 nominating; $10,000 corporate development); Executive Chairman $240,000 equity retainer; committee member equity retainers ($10,000 audit, $5,000 compensation, $5,000 nominating, $5,000 corporate development). In November 2024, the Board updated policy to remove compensation payable to the Executive Chairman once Nixon became CEO .
Performance Compensation
Incentive opportunity and award structure under the Nixon Employment Agreement:
| Incentive Type | Target / Max | Metric Basis | Actual Payout | Vesting / Timing |
|---|---|---|---|---|
| Annual Cash Bonus | Up to 75% of base salary | Annual performance metrics approved by Board | Not disclosed | Paid following year if approved . |
| Annual RSU (Restricted Stock) – Time-based | Up to 75% of base salary (value) | Director/CEO equity program | Not disclosed | Subject to Board approval; vesting per grant . |
| Annual Performance-based RSU | Up to $625,000 (value) | Criteria set by Compensation Committee | Not disclosed | Vesting based on performance criteria . |
Pay versus Performance (Company context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment (TSR) ($) | 91.18 | 82.36 | 112.35 |
| Net Loss ($) | (7,937,497) | (4,303,197) | (9,664,547) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,575,832 shares; 40.2% of outstanding (8,887,984 shares outstanding as of April 11, 2025) . |
| Unvested Restricted Stock (as of Dec 31, 2024) | 10,812 shares; market value $358,958 at $33.20/share . |
| Vesting Schedule (key upcoming) | 10,812 restricted shares vest 100% on June 12, 2025 . |
| Hedging/Pledging | Company’s Insider Trading Policy includes a “Prohibition on Hedges and Pledges” section; no pledging disclosed for Nixon in the proxy . |
Implications: The June 12, 2025 vest creates potential near-term supply from insider-related shares; Nixon’s 40% stake strongly aligns interests but concentrates control and may affect governance dynamics .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date | Nixon Employment Agreement effective September 1, 2024; Nixon appointed CEO May 12, 2024 . |
| Initial Term / Renewal | One-year initial term; automatic successive one-year renewals absent notice . |
| Base Salary | $350,000; Compensation Committee may adjust . |
| Cash Bonus Opportunity | Up to 75% of base salary (annual) . |
| Equity Awards | Annual RSU up to 75% of base salary; annual performance-based RSU up to $625,000 . |
| One-time Cash Bonus | $125,000 (paid September 2024) . |
| Severance (Cause/Good Reason) | One year of base salary; accelerated vesting of prior awards; continued health benefits during severance period (COBRA reimbursements); contingent on release . |
| Change-of-Control Severance | Two years of base salary if terminated by Company or successor within one year of CoC; accelerated vesting; continued health benefits; contingent on release . |
| Clawback | Compensation Committee oversees and administers the Company’s Compensation Recovery Policy . |
Board Governance
- Board service history and roles: Nixon has served as Executive Chairman since May 2019 and CEO from May 12, 2024; the Board explicitly endorsed combining CEO and Executive Chairman roles with a majority-independent Board and no Lead Independent Director (at that time), citing decisiveness and accountability; the company later separated CEO and Executive Chairman with Nixon remaining Executive Chairman effective September 15, 2025 .
- Board and committee activity (2024): Board held 4 meetings and acted 7 times by unanimous written consent; each director attended at least 75% of Board and committee meetings; all eight directors attended the 2024 annual meeting .
- Committee composition (as of April 21, 2025): Audit (Tanzberger—Chair; DeSutter; Mack III; all independent), Compensation (Ortwein—Chair; Mack III; Major; all independent), Nominating & Corporate Governance (DeSutter—Chair; Major; Ortwein; all independent), Corporate Development (DeSutter—Chair; Mack III; Major; Myers; Tanzberger) .
- Independence: The Board determined a majority of directors are independent per Nasdaq rules (DeSutter, Mack III, Major, Myers, Ortwein, Tanzberger) .
Director Compensation (Context)
- Policy: Annual equity retainer of $90,000 for each director; additional equity retainers for committee chairs/members; Executive Chairman $240,000 equity retainer in 2024 policy (subsequently removed when Nixon became CEO in Nov 2024) .
- Post-CEO (effective Sept 15, 2025): Nixon’s director compensation consists of $90,000 in restricted stock, $40,000 cash, and $100,000 cash retainer for Executive Chairman service .
Risk Indicators & Red Flags
- Combined CEO + Executive Chairman structure (May 2024–Sept 2025) without a Lead Independent Director raises independence concerns; the Board justified the structure based on Nixon’s experience and majority-independent composition before later separating roles .
- High insider concentration: Nixon’s 40.2% ownership may influence governance outcomes and related-party considerations, though no material adverse legal proceedings were disclosed .
- Insider trading practices: Proxy references a prohibition on hedging and pledging; active compliance mitigates alignment risks if enforced .
- Clawback: A Compensation Recovery Policy is overseen by the Compensation Committee, a mitigating factor for excessive risk-taking .
Compensation Structure Analysis
- Shift in mix: 2024 CEO agreement emphasizes equity through annual RSU up to 75% of salary and performance-based RSUs up to $625,000, alongside a modest $350,000 base—tilting toward at-risk equity despite a one-time $125,000 cash bonus .
- Governance adjustments: Director compensation for the Executive Chairman role was removed when Nixon became CEO in Nov 2024, then reinstated post-CEO transition in Sept 2025—reducing dual-compensation overlap while preserving board leadership pay .
- Pay vs performance: TSR improved to 112.35 in 2024 while losses widened, indicating market recognition of strategic progress amid continued negative earnings, which can influence incentive outcomes and equity award values .
Investment Implications
- Alignment and control: Nixon’s 40% beneficial ownership tightly aligns interests with shareholders but concentrates control; governance credibility depends on strong independent committee oversight and continued separation of CEO and Executive Chairman roles post-2025 .
- Near-term selling pressure risk: The June 12, 2025 vesting of 10,812 restricted shares represents potential supply; monitoring Form 4 activity around vest dates is prudent .
- Contract economics: Severance (1x base; 2x on change-of-control with accelerated vesting) and equity-heavy incentives suggest retention focus with meaningful upside tied to performance; clawback oversight adds discipline .
- Governance watchpoints: Absence of a Lead Independent Director during the combined-role period and reliance on majority independence warrant continued monitoring of committee rigor and say-on-pay outcomes; however, the post-2025 leadership separation reduces dual-role concerns .