Sara N. Ortwein
About Sara N. Ortwein
Independent director at Sanara MedTech Inc. since 2020; age 66 as of the 2025 proxy reference date. She retired from ExxonMobil in 2019 after a 38-year career, including President of XTO Energy (2016–2019) and President of ExxonMobil Upstream Research Company; B.S. Civil Engineering, University of Texas at Austin; member of the National Academy of Engineering and TAMEST .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil Upstream Research Company | President | 2010–2016 | Led upstream research and technology development; corporate upstream advisor earlier |
| XTO Energy (ExxonMobil subsidiary) | President | Nov 2016–Feb 2019 | Responsible for unconventional oil and gas business |
| ExxonMobil Development Company | Vice President of Engineering | Since 2006 (historical) | Led engineering design for major projects globally |
| Exxon Company, U.S.A. | Drilling Engineer; various production roles | 1980 onward | Operations across New Orleans, Midland, Houston; reservoir planning in CIS/Russia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Memorial Hermann Health System (non-profit) | Director/Board Member | Not disclosed | Listed as current director by MarketScreener |
| National Academy of Engineering | Member | — | NAE membership |
| The Academy of Medicine, Engineering & Science of Texas (TAMEST) | Member | — | Texas academy membership |
Board Governance
- Independence: Board determined Ortwein is an independent director under Nasdaq Listing Rules .
- Committee assignments (as of Apr 21, 2025): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; not on Audit; not listed on Corporate Development .
- Attendance: During 2024, each director attended at least 75% of Board/committee meetings; all eight directors attended the 2024 annual meeting .
- Committee activity:
- Compensation Committee met 6 times in FY2024; key functions include executive compensation, incentive plan oversight, risk review, and administering the Compensation Recovery Policy .
- Nominating & Corporate Governance Committee met 6 times in FY2024; handles board composition and CEO succession planning .
- Audit Committee reviews related-party transactions, risk assessment, and auditor oversight (Ortwein not a member) .
Fixed Compensation
Director pay is equity-only via restricted stock grants with retainer values set by policy (no cash for non-employee directors other than legacy Executive Chair structure).
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $90,000 | Paid in restricted common stock; grant value uses 20-day average closing price |
| Compensation Committee Chair fee | $10,000 | Additional equity retainer |
| Nominating & Corporate Governance Committee Member fee | $5,000 | Additional equity retainer |
| 2024 grant to Ortwein | 3,440 shares; intended value $105,000 | Granted 6/12/2024; vests 6/12/2025 if serving through vest date |
| Unvested restricted stock (12/31/2024) | 3,440 shares | Reflects 2024 grant outstanding at year-end |
| 2023 director compensation (stock awards) | $107,569 | Total for Ortwein; no cash |
| 2023 grant to Ortwein | 2,802 shares; intended value $105,000 | Granted 6/1/2023; vest at annual meeting or 6/1/2024 |
Performance Compensation
- The Company does not use performance-based metrics for non-employee director compensation; director equity retainer is time-based restricted stock only .
| Equity Award Detail | Grant Date | Shares | Vesting | Intended Value |
|---|---|---|---|---|
| Annual director + committee equity (2024) | 6/12/2024 | 3,440 | 6/12/2025 (service-based) | $105,000 |
| Annual director + committee equity (2023) | 6/1/2023 | 2,802 | Earlier of annual meeting or 6/1/2024 | $105,000 |
| First-half 2022 equity retainer | 2/9/2022 | 2,231 | 6/10/2022 | $52,500 |
| FY2022 annual retainer (next term) | 7/7/2022 | 4,799 | 6/10/2023 | $105,000 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Memorial Hermann Health System | Private (non-profit) | Director | Healthcare provider board; no disclosed related-party transactions with SMTI |
| None reported (public companies) | — | — | No other public boards disclosed for Ortwein in SMTI proxy/IR materials |
Expertise & Qualifications
- Deep engineering and operations experience in energy (ExxonMobil/XTO leadership roles), large-scale project oversight, and technology-led organizations .
- Recognized professional credentials (NAE, TAMEST), STEM background, and executive-level governance exposure .
- Governance competencies in executive compensation design and recovery policy oversight as Compensation Committee Chair .
Equity Ownership
| Date/Source | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Proxy record date (Apr 11, 2025) | 17,522 | Less than 1% |
| Form 4 post-award balance (May 22, 2025) | 20,799 | Not stated in filing; post-transaction holdings |
- Hedging/pledging: Company insider trading policy prohibits hedging, short sales, options trading, margin accounts, or pledging without prior CEO/CFO approval; no pledging/hedging by Ortwein is disclosed .
- Vested vs. unvested: 3,440 shares unvested as of 12/31/2024 from 2024 grant; 2025 award increased holdings thereafter .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|
| 2025-05-22 | 2025-05-27 | Award (A) | 3,277 | 20,799 | |
| 2024-06-12 | 2024-06-14 | Award (A) | 3,440 | 17,522 | |
| 2023-06-01 | 2023-06-05 | Award (A) | 2,802 | 14,082 | |
| 2022-07-07 | 2022-07-08 | Award (A) | 4,799 | 11,280 | |
| 2022-02-09 | 2022-02-11 | Award (A) | 2,231 | 6,481 | |
| 2022-02-09 | 2022-02-11 | Award (A) | 4,250 | 4,250 | |
| 2020-12-18 | 2020-12-28 | Initial Filing (Form 3) | — | 0 |
Governance Assessment
- Strengths: Independent status, high committee engagement (Comp Chair; Nom/Gov member), documented attendance, and equity-based director pay align interests; Compensation Committee oversight includes a formal recovery (clawback) policy .
- Alignment: Consistent accumulation of common stock through annual equity awards; holdings increased from 17,522 (proxy as of Apr 11, 2025) to 20,799 following the May 2025 award .
- Controls and conflicts: No related-party transactions disclosed involving Ortwein; audit committee reviews related-party transactions; insider policy restricts hedging/pledging without approval .
- Red flags: None identified specific to Ortwein. Notably, director compensation is entirely equity-based with time-based vesting (no cash fees for non-employee directors), limiting pay-for-performance linkages at the director level .
Signals for investors: An experienced operator overseeing compensation design with a clawback framework and steady equity accumulation supports governance credibility; absence of performance conditions in director pay is typical but means incentives are primarily tenure-based rather than outcome-based .