James Tyler

About James Tyler

James Tyler (age 68) has served as an independent director of SANUWAVE Health, Inc. since April 2021, bringing over 40 years of operations and financial leadership in healthcare delivery models, with a notable track record in advanced wound care as COO at National Healing/Healogics; he is currently an advisory partner to Morgan Stanley Expansion Capital . He is independent under Nasdaq rules and serves across multiple board committees, including chairing Nominating & Corporate Governance, signaling governance oversight experience .

Past Roles

External Roles

Board Governance

• Independence: Independent director; board majority independent (4 of 5); Frank not independent .
• Committee assignments:
  • Audit Committee: Member; committee chaired by Ian Miller (designated audit committee financial expert) .
  • Compensation Committee: Member; all members independent under Nasdaq and SEC Rule 10C-1(b)(1) and “non-employee” under Rule 16b-3 .
  • Nominating & Corporate Governance Committee: Chair .
  • Strategy & Finance Committee: Member .
• Attendance: Board held five meetings in 2024; each incumbent director attended at least 75% of board and committee meetings for their service periods .
• Board leadership: Combined Chair/CEO role (Morgan Frank); Lead Independent Director is Ian Miller, who presides over executive sessions and agenda approvals .

Fixed Compensation

Notes:

• Starting October 2024, director compensation shifted from cash retainers to quarterly stock options ($20,000 grant-date FV per quarter) and an additional $2,500 per quarter for the Audit Committee Chair (applicable to Ian Miller, not Tyler). A one-time $352,000 option grant compensated prior board service; quarterly grants vested immediately; the one-time grant vests quarterly over three years .

Performance Compensation

Compensation committee process: Committee meets as needed, holds executive sessions, may use independent advisors; management does not participate in executive sessions .

Other Directorships & Interlocks

Expertise & Qualifications

• 40+ years operations and financial leadership in healthcare delivery models .
• Advanced wound care expertise; COO at National Healing/Healogics with operational excellence track record .
• Governance experience as chair of Nominating & Corporate Governance and membership on Audit and Compensation .
• Not designated audit committee financial expert (designation held by Ian Miller) .

Equity Ownership

Insider Trades and Section 16 Compliance

Governance Assessment

• Strengths:

  • Independence and broad committee coverage (Audit, Compensation, Strategy & Finance) with chair role in Nominating & Corporate Governance; supports board effectiveness and oversight .
  • Attendance threshold met (≥75% in 2024); engagement baseline satisfied .
  • Equity-heavy director pay structure increases alignment with shareholder outcomes; quarterly grants vest immediately; time-based vesting for catch-up awards spreads alignment over 3 years .
  • Insider policy forbids pledging, hedging, and derivatives, reinforcing ownership alignment and risk controls .

• Concerns and potential red flags:

  • Section 16(a) reporting delinquencies (five reports, eight transactions for Tyler) represent a compliance weakness and investor confidence risk if repeated; remediation and process improvement advisable . 
RED FLAG
  • Significant one-time catch‑up option grant ($352,000) elevates total director equity compensation in FY 2024; while meant to address prior service, investors may scrutinize dilution and pay escalation given company overhang metrics discussed elsewhere in the proxy . 
Watch item
  • Company-level internal control material weaknesses and auditor transitions (Marcum → CBIZ CPAs → Baker Tilly) heighten the importance of Audit Committee oversight; while not specific to Tyler, his committee membership implicates oversight responsibilities . 
Contextual risk

• Related-party transactions: None disclosed involving Tyler; transactions involved certain directors/beneficial owners, not Tyler .

• Compensation committee independence and process: Committee members (including Tyler) are independent under Nasdaq and SEC Rule 10C‑1; uses executive sessions and may engage independent advisors; management excluded from executive sessions, supporting governance quality .

Committee Assignment Summary (James Tyler)

Director Compensation Structure Details

• Quarterly option grants: $20,000 grant-date fair value per quarter beginning October 2024; immediate vesting .
• One-time catch-up option grant: $352,000 grant-date fair value in October 2024; vests quarterly over 3 years .
• Additional quarterly option grant for Audit Committee Chair only: $2,500 per quarter (applies to Ian Miller) .

Policies and Controls Relevant to Governance

• Insider trading policy prohibits pledging, margin, short sales, options/derivatives, and hedging transactions; limits pre-arranged transactions except approved 10b5‑1 plans .
• Nominating & Corporate Governance Committee oversees board evaluation, governance principles, and non-employee director compensation .
• Audit Committee approves related-party transactions per Item 404; Tyler’s committee membership implicates review responsibilities .

Summary Implications for Investors

• Tyler’s governance footprint (independent, multi-committee service, NCG chair) is constructive for board oversight. Equity-heavy pay enhances alignment, but 2024 catch-up grant elevates compensation optics; watch dilution and overhang trends alongside performance .
• Section 16(a) delinquencies are a red flag requiring process reinforcement to prevent repeat compliance lapses .
• Given auditor changes and disclosed control weaknesses, Tyler’s Audit Committee role is consequential; monitor remediation progress and audit quality under Baker Tilly .