Gregory Bazar
About Gregory Bazar
Gregory (Greg) Bazar, age 50, joined SNWV’s Board on May 27, 2025 as an independent director. He brings decades of leadership in engineering, technology, and cybersecurity, with an engineering degree from the Colorado School of Mines. His background spans founding and chairing an IT/cybersecurity firm, scaling industrial connectivity businesses to exit, and early operations experience at Caterpillar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpatico Systems | Chairman of the Board (founder) | Current (as of May–Jul 2025) | Leads IT/cybersecurity solutions; governance experience as chair |
| 3D-P (intelligent connectivity) | First employee; Chairman; led sale to Epiroc | Prior to acquisition by Epiroc (date not disclosed) | Pivotal role in growth and strategic direction; led through acquisition |
| Caterpillar | Early career in engineering/operations | Not disclosed | Global technology application experience |
External Roles
- No other public company directorships disclosed for Bazar in SNWV’s 2025 proxy; current profile emphasizes private-company chair role at Simpatico Systems .
Board Governance
- Independence: Independent under Nasdaq rules; Board overall has 4 of 5 independent directors (Morgan Frank not independent) .
- Committee assignments: Member, Compensation Committee (chair: Jeffrey Blizard; other members: James Tyler and Bazar) .
- Chair roles: None disclosed for Bazar .
- Lead Independent Director: Ian Miller (also Audit Chair and audit committee financial expert) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings; Bazar joined in 2025, so 2024 attendance does not apply to him .
- Executive sessions: Lead Independent Director presides over sessions of independent directors .
Fixed Compensation (Director)
| Component | Detail | Amount/Terms | Source |
|---|---|---|---|
| Quarterly director equity (standard) | Fully vested stock options granted quarterly | $20,000 grant-date fair value per quarter | |
| Audit Chair add-on (not applicable to Bazar) | Additional quarterly options grant for Audit Chair | $2,500 grant-date fair value per quarter | |
| Cash retainer | Program shifted from cash retainer to options beginning Oct 2024 | No cash retainer disclosed after change |
- Appointment grant: Upon joining the Board, Bazar received 41,333 stock options at $27.97 strike, 10-year term, vesting in 12 equal quarterly installments; plus ongoing quarterly fully vested option grants valued at $20,000 per quarter per the director plan .
Performance Compensation (Director)
| Metric/Feature | Detail |
|---|---|
| Performance-based equity metrics for directors | None disclosed; director awards are time-based stock options (quarterly fully vested grants; appointment grant vests over time) |
| Clawback applicability | Company maintains a Compensation Recovery Policy per SEC/Nasdaq rules; plan documents allow forfeiture/recovery of awards as required (policy effective Mar 4, 2025) |
Other Directorships & Interlocks
- No other public company board seats or interlocks for Bazar disclosed in the proxy; no related-party overlap identified for Bazar .
Expertise & Qualifications
- Engineering and operations (Caterpillar), industrial connectivity scaling and M&A (3D‑P to Epiroc), cybersecurity and IT services (Simpatico Systems chair). Identified by SNWV for interdisciplinary leadership relevant to technology and information ecosystems evolution in wound care .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gregory Bazar | 5,018 | <1% | Includes options exercisable within 60 days of the July 8, 2025 record date; total shares outstanding: 8,569,338 |
- Hedging/pledging: Insider Trading Policy prohibits directors and executive officers from pledging, short sales, options/derivatives, and hedging transactions in company stock, supporting alignment with shareholders .
Insider Grants and Transactions (Director)
| Date | Type | Security/Amount | Key Terms |
|---|---|---|---|
| May 27, 2025 | Stock option grant (appointment) | 41,333 options | Strike $27.97; 10-year term; vests in 12 equal quarterly installments |
| Ongoing (quarterly) | Stock option grant (standard director program) | Options with fair value $20,000 per quarter | Fully vested per grant; sized by Black-Scholes valuation on grant date |
Related-Party and Conflict Review
- Related party transactions: Company disclosed several historical financings with insiders and major holders (e.g., Manchester Explorer, Opaleye), but the 8‑K at Bazar’s appointment states “no related person transactions” for Bazar (Item 404(a)) .
- Clawback and forfeiture: Compensation Recovery Policy in place; plan allows forfeiture/recovery for cause, policy violations, or erroneous payments tied to financial measures .
- Section 16(a) reporting: 2024 delinquencies were listed for several incumbents (pre‑2025); no delinquencies are listed for Bazar (who joined in 2025) in the 2025 proxy .
Compensation Committee Analysis (Relevance to Bazar)
- Composition: Chair Jeffrey Blizard; members James Tyler and Gregory Bazar; all independent under Nasdaq, Rule 10C‑1(b)(1), and non‑employee directors under Rule 16b‑3 .
- Responsibilities: Executive pay oversight, plan administration, equity grants; meets regularly including executive sessions .
- Equity plan dynamics: 2024 Plan share reserve increase by 500,000 shares proposed for 2025 AGM to maintain equity grant capacity; overhang projected to rise from ~13.5% to ~17.5% if approved—relevant to director awards and dilution oversight .
Governance Assessment
-
Strengths:
- Independent director with relevant cyber/IT and industrial scaling experience; adds oversight depth as a Compensation Committee member .
- No related‑party transactions; independence reinforced by prohibitions on pledging/hedging .
- Company has adopted a Dodd‑Frank compliant clawback policy; plan documents integrate forfeiture/recovery provisions .
-
Watch items:
- New director (joined May 2025); limited board track record and attendance history yet to evaluate .
- Director compensation is heavily equity‑based (options), which aligns incentives but contributes to dilution; Board is seeking additional plan shares, raising overhang to ~17.5% if approved .
- Company‑level control environment: prior disclosures note material weaknesses in internal control over financial reporting in 2023/2024 (contextual risk for governance; Bazar is not on Audit) .
-
RED FLAGS (none directly tied to Bazar):
- None identified specific to Bazar (no related‑party exposure, no pledging, no Section 16 delinquencies disclosed for him). Company-wide capital structure actions (e.g., 2024 reverse split) and insider financings involve other parties, not Bazar .