Roszell Mack III
About Roszell Mack III
Roszell Mack III, age 58, is an independent director of Sanara MedTech Inc. (SMTI) first elected in 2022. He is CEO and Managing Member of Mack & Co., LLC (since 2010) and CEO and Managing Partner of Mack & Co. Partners, LP; previously co-founded Ascend Venture Group and spent more than a decade as an investment banker at Goldman Sachs and Salomon Smith Barney. He holds a BA in Engineering Sciences (Chemical) from Yale and an MBA from Harvard Business School . The Board identifies him as independent under Nasdaq rules and cites his venture capital and financial expertise as valuable .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mack & Co., LLC | Chief Executive Officer & Managing Member | Since 2010 | Private investment and independent family office advisory; financial leadership |
| Mack & Co. Partners, LP | Chief Executive Officer & Managing Partner | Current | Registered investment adviser; investment oversight |
| Ascend Venture Group, LLC | Co-founder | Prior to 2010 | Technology-focused venture capital; early-stage investing |
| Goldman Sachs | Investment banker | More than a decade | Origination, structuring and execution of M&A, capital raising, private placements |
| Salomon Smith Barney | Investment banker | More than a decade | M&A and financing transactions for institutional clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mack & Co., LLC | CEO & Managing Member | Since 2010 | Private investment and advisory |
| Mack & Co. Partners, LP | CEO & Managing Partner | Current | Dallas-based registered investment adviser |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mack is independent under Nasdaq Listing Rules |
| Year first elected | 2022 |
| Board meetings held (2024) | 4; Board also acted 7 times by unanimous written consent |
| Attendance (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 |
| Committee | Membership | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | No (Chair: Eric D. Tanzberger) | 4 |
| Compensation | Member | No (Chair: Sara N. Ortwein) | 6 |
| Nominating & Corporate Governance | Not a member | Chair: Robert A. DeSutter | 6 |
| Corporate Development | Member | No (Chair: Robert A. DeSutter) | 4 |
- Audit committee responsibilities include reviewing and approving related-party transactions, overseeing risk assessment (including cybersecurity), and pre-approving audit and permissible non-audit services .
- Compensation committee responsibilities include executive compensation approvals, employment and severance arrangements, incentive plan oversight, and administering the Compensation Recovery Policy (clawback) .
- Nominating & Corporate Governance responsibilities include director identification, slate recommendation, committee structure, governance guidelines, and CEO succession planning .
Fixed Compensation
| Component | Amount | Paid in | Notes |
|---|---|---|---|
| Board annual retainer | $90,000 | Restricted common stock | Annual director retainer per policy adopted in 2023 |
| Audit committee member fee | $10,000 | Restricted common stock | Per director compensation policy |
| Compensation committee member fee | $5,000 | Restricted common stock | Per director compensation policy |
| Corporate development committee member fee | $5,000 | Restricted common stock | Per director compensation policy |
| Meeting fees | None disclosed | — | Policy provides retainers, not meeting fees |
| Cash compensation | $0 | — | 2024 non-employee director compensation shows no cash for Mack |
| 2024 Non-Employee Director Compensation (Mack) | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|
| Roszell Mack III | $0 | $112,697 | $0 | $112,697 |
| 2024 Director Equity Grant Details (Mack) | Grant date | Number of shares | Intended value | Vesting |
|---|---|---|---|---|
| Restricted stock | June 12, 2024 | 3,604 | $110,000 | Vests June 12, 2025 |
- Directors are reimbursed for reasonable travel expenses related to attendance at Board and committee meetings .
- No pension, non-qualified deferred compensation, or non-equity incentive plan is sponsored for non-employee directors .
Performance Compensation
| Performance Metric Tied to Director Pay | Status | Evidence |
|---|---|---|
| Revenue growth | Not used for directors | Director pay is annual retainer in restricted stock; no non-equity incentive plan for directors |
| EBITDA/EBIT targets | Not used for directors | Same as above |
| TSR percentile | Not used for directors | Same as above |
| ESG goals | Not used for directors | Same as above |
| Options | None for directors in 2024 director compensation | Non-employee director compensation shows only restricted stock awards |
Other Directorships & Interlocks
| Company | Role | Committees | Status | Notes |
|---|---|---|---|---|
| — | None disclosed | — | — | No other public company directorships disclosed in proxy biography |
- The governance environment includes significant related-party relationships with affiliates of the Executive Chairman/CEO (Catalyst, CGI Cellerate RX, Rochal) overseen by the audit committee; no related-party transactions involving Mack are disclosed .
Expertise & Qualifications
- Education: BA (Engineering Sciences, Chemical) from Yale; MBA from Harvard Business School .
- Financial and transaction expertise: venture capital co-founder; more than a decade as an investment banker (M&A, capital raising, private placements) .
- Audit committee financial literacy: audit committee members can read and understand fundamental financial statements per Board determination .
- Strategic development: member of corporate development committee shaping long-term strategies and reviewing strategic transactions .
Equity Ownership
| Holder | Shares beneficially owned | Beneficial ownership % | Unvested restricted stock included | As of |
|---|---|---|---|---|
| Roszell Mack III | 13,101 | Less than 1% | 3,604 shares vest on June 12, 2025 | April 11, 2025 |
| Shares outstanding | 8,887,984 | — | — | April 11, 2025 |
- Insider trading policy prohibits hedging, short sales, options trading, margin accounts, or pledging company securities without advance approval of the CEO and CFO .
- No director stock ownership guidelines are disclosed in the proxy; compliance status not disclosed .
Governance Assessment
- Strengths: Mack is an independent director with deep finance/M&A experience, serving on audit, compensation, and corporate development committees; audit and compensation committees met regularly in 2024 (4 and 6 meetings respectively), indicating active oversight .
- Alignment: Director compensation is equity-only via restricted stock retainers; Mack received 3,604 shares intended value $110,000 for 2024–2025 service, which vest after one year, aligning incentives with shareholder outcomes .
- Engagement: Each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting, supporting board effectiveness .
- Risk oversight: As an audit committee member, Mack participates in approving related-party transactions, cybersecurity/risk oversight, and auditor independence, which is critical given SMTI’s related-party exposures .
- Potential red flags (environmental, not specific to Mack): Material related-party relationships and payments involving Catalyst, CGI Cellerate RX, Rochal, and a Catalyst services agreement (authorized up to $288,594 in 2024; $174,486 incurred in 2023) necessitate vigilant independent oversight; concentrated ownership (Executive Chairman/CEO beneficially owns 40.2%) may reduce minority investor influence .
- Trading/pledging risk controls: SMTI’s insider trading policy bans hedging and pledging without approvals, which mitigates alignment risks; no pledging by Mack is disclosed .
Note: No Form 4 insider trading transactions for Roszell Mack III were identified in available filings returned by our tools; the proxy’s beneficial ownership table provides current ownership and vesting details .