Morgan Frank
About Morgan Frank
Morgan C. Frank, age 53, is Chairman and Chief Executive Officer of SANUWAVE Health (SNWV). He joined the Board in August 2022 and was appointed CEO in May 2023. Frank previously founded and led life-sciences-focused hedge funds (Manchester Explorer entities) and holds degrees in economics and political science from Brown University. Under his tenure, SNWV delivered 60% revenue growth to $32.6M in 2024, gross margin expansion from 70% to 75%, and a swing to $5.4M operating income, though net loss widened due to non-cash derivative fair value changes; the Pay-Versus-Performance table shows Company TSR values of $13.41 (2022), $7.65 (2023), and $36.08 (2024) on a $100 base, with 2024 net loss of $31.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manchester Explorer Fund / Manchester Explorer Ltd (Cayman) | Founder and Principal | 19 years | Hands-on microcap life sciences investing; capital markets and restructuring expertise |
| First Principles Group | Principal | N/A | Corporate restarts and restructuring focus |
| Hollis Capital (San Francisco) | Portfolio Manager (Technology & Venture Capital) | N/A | Public/VC investing experience, technology focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Modular Medical, Inc. (NASDAQ: MODD) | Director | N/A | Next-gen insulin delivery oversight; medtech domain knowledge |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 1 | 4 |
| Base Salary (per Employment Agreement) | $1/year (effective 5/23/2023) | Increased to $3,704/year as of Aug 2024 |
| Target Bonus % | Eligible per Board-set criteria (not specified) | Eligible per Board-set criteria (not specified) |
| Actual Bonus Paid ($) | — | — |
Notes:
- Frank’s employment agreement provides a de minimis salary and potential incentive bonus at Board discretion .
- 2024 “board fees” for Frank were delivered as option awards (portion vested immediately) rather than cash .
Performance Compensation
Equity Awards (Grant-Date Fair Value; vesting per award agreements)
| Instrument | FY 2023 | FY 2024 | Vesting Details |
|---|---|---|---|
| Stock Options ($) | — | 1,383,842 | Generally three-year vesting; $20,000 of 2024 “board fee” options vested immediately upon grant, subject to continued service . |
Annual Cash Incentive Design (structure disclosed; no FY24 payout for Frank)
| Component | Weighting | Metrics/Notes | Payout FY 2024 |
|---|---|---|---|
| Individual Performance | 50% | Goals assigned by leadership/Board | Not paid to Frank |
| Company Performance | 50% | Annual financial and strategic goals | Not paid to Frank |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,114,336 shares (12.9% of outstanding as of 7/8/2025 record date) |
| Voting/Investment Power | Sole power: 52,653 shares; Shared power: 1,059,443 shares |
| Options Exercisable within 60 Days | 54,893 shares |
| Ownership Vehicles | Includes stakes associated with Manchester entities; Mr. Frank serves as portfolio manager/consultant to Manchester Explorer, L.P. |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no pledging, short sales, or derivatives) |
| Stock Ownership Guidelines | Company cites executive ownership guidelines conceptually; specific multiples not disclosed . |
Outstanding Equity Awards at FY 2024 Year-End (Frank)
| Securities Underlying Options (Exercisable) | Options (Unexercisable) | Exercise Price | Expiration |
|---|---|---|---|
| 1,559 | — | $22.76 | 12/31/2029 |
| — | 160,000 | $14.20 | 10/22/2034 |
Implications:
- Three-year vesting cadence on 2024 grants suggests ongoing retention hooks; immediate-vest director fee options modest in size ($20k per quarter program, with Frank’s 2024 board element noted) .
- Anti-pledging/hedging policy reduces forced-selling risk signals .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Interim CEO effective 5/23/2023; entered Executive Employment Agreement on same date |
| Base Salary | $1/year, increased to $3,704/year as of Aug 2024 |
| Bonus Eligibility | May be eligible for incentive bonus per Board-determined criteria |
| Term/Termination | At-will; termination or resignation by either party with written notice (CEO must give ≥60 days’ notice); also ends upon death/disability |
| Restrictive Covenants | Non-compete and non-solicit for one year post-termination; confidentiality and non-disparagement |
| Severance / CoC | No salary/bonus multiples disclosed for Frank; equity acceleration governed by 2024 Equity Plan (see below) |
Change-in-Control (Equity Plan Mechanics)
- If awards are not continued/assumed/substituted in a CoC corporate transaction: full vesting (performance awards deemed at 100% target, prorated to elapsed period) before transaction close; options can be cashed out net of exercise price .
- If awards are continued/assumed and the participant is terminated without cause within 12 months post-transaction: all awards become fully vested/exercisable (performance awards vest based on actual achievement, prorated) .
Board Governance
| Role | Detail |
|---|---|
| Board Size & Independence | 5 directors; 4 independent; Frank is not independent |
| Dual Role | Board combined Chair and CEO roles (since May 2023); Lead Independent Director (Ian Miller) designated to mitigate governance concerns |
| Committees | Audit (Chair: Ian Miller, members: Blizard, Tyler; all independent; Miller is Audit Committee Financial Expert) ; Compensation (Chair: Blizard; members: Tyler, Bazar; all independent) ; Nominating & Governance (Chair: Tyler; members: Miller, Blizard; all independent) ; Strategy & Finance (Chair: Morgan Frank; members: Tyler, Miller) |
| Attendance | Board held 5 meetings in 2024; each incumbent director attended ≥75% of applicable Board/committee meetings |
| Director Since | Frank: Director since August 2022; Chair of Strategy & Finance |
Director Compensation (Context for Dual Role)
- Beginning October 2024, non-employee directors moved from cash retainer to quarterly stock option grants with $20,000 grant-date fair value; Audit Chair receives an additional $2,500 per quarter. A one-time catch-up grant of ~$352,000 grant-date fair value was issued in October 2024 for prior service, vesting quarterly over three years. Frank’s director compensation for 2024 is reflected within his NEO compensation (options in lieu of cash board fees) .
Performance & Track Record
Company Financial Performance (during Frank’s leadership)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($000) | 20,398 | 32,634 |
| Gross Margin ($000) | 14,363 | 24,550 |
| Gross Margin % | 70% | 75% |
| Operating Income (Loss) ($000) | (540) | 5,417 |
| Net Loss ($000) | (25,807) | (31,372) |
Drivers:
- UltraMIST systems/consumables drove >98% of revenue in 2024; disposables volume +37% YoY, systems volume +77%; ASPs up 21% (disposables) and 10% (systems) .
- Net loss impacted by non-cash derivative fair value changes; Company flagged going concern uncertainty in auditor’s explanatory paragraph .
Pay vs Performance (TSR and CAP context)
| Year | TSR Value of $100 Investment ($) | Net Income (Loss) ($000) | PEO (Frank) SCT Total ($) | PEO (Frank) CAP ($) |
|---|---|---|---|---|
| 2022 | 13.41 | (10,293) | — | — |
| 2023 | 7.65 | (25,807) | 100,001 | 100,001 |
| 2024 | 36.08 | (31,372) | 1,383,846 | 2,571,422 |
Compensation Structure Analysis
- Mix shift to equity: Frank’s 2024 total reported pay was almost entirely options; base cash is de minimis ($4) . This aligns incentives with equity outcomes but increases dilution sensitivity .
- Short-term incentives exist structurally but were not paid to Frank in 2024; metrics include both individual and company performance (50/50), indicating a pay-for-performance framework without disclosed FY24 targets .
- Equity plan levers: 2024 Plan allows options/RSUs/SARs, typically up to 3-year vesting and 10-year terms; CoC provisions include acceleration under certain conditions (double-trigger protection when awards are continued/assumed) .
- Dilution/overhang: As of the July 8, 2025 record date, overhang ~13.5%; proposed 500,000 share increase would lift overhang to ~17.5% .
Related Party Transactions (Governance Red Flags/Context)
- 2022 notes financings: Mr. Frank ($250,000 principal) and Manchester Explorer, L.P. ($2.5M) participated; multiple insiders also invested; subsequently converted to equity in 2023 .
- July 2023 ABS Secured Notes included Manchester Explorer ($862,457 principal) later converted to convertibles in Jan 2024 .
- June 2024: $0.5M promissory note issued to Manchester Explorer, repaid in Oct 2024 .
Additional Signals
- Insider trading policy prohibits pledging/hedging/derivatives, which supports alignment and limits downside hedging by insiders .
- Organizational updates: On Oct 1, 2025, COO appointed; President terminated without cause; CEO Frank signed the 8-K—indicative of ongoing org realignment under his leadership .
Investment Implications
- Alignment: Frank’s de minimis salary and equity-heavy compensation, plus 12.9% beneficial ownership, concentrate incentives on equity value creation; anti-pledging policy enhances alignment .
- Retention vs. Selling Pressure: Three-year vesting on 2024 options creates retention hooks; upcoming vests could add incremental supply depending on price vs. strike, but hedging/pledging prohibitions reduce mechanical selling risk .
- Governance: Combined Chair/CEO role represents standard governance caution; mitigated by a designated Lead Independent Director and fully independent key committees (Audit, Compensation, NCG) .
- Pay-for-Performance: Cash incentives are structured but undisclosed targets; no FY24 cash bonus for Frank; option-centric awards link payouts to sustained value; PVP shows 2024 CAP higher than SCT due to fair-value mechanics, while TSR rebounded versus 2023 but remains volatile .
- Dilution Risk: Equity plan overhang rising toward ~17.5% if amendment passes; investors should monitor grant pace and performance linkages to mitigate dilution concerns .
- Execution Risk: Strong 2024 operating improvement (revenue +60%, GM +500 bps, operating income positive) contrasts with ongoing net losses driven by non-cash items and going-concern emphasis; continued deleveraging and revenue scale-up are key to equity value realization .
Overall, Frank’s compensation and ownership signal high alignment with shareholders, but dilution management and continued operating momentum are critical to translate alignment into shareholder returns. The combined Chair/CEO structure is offset by a Lead Director and independent committees; investors should monitor equity grant discipline, organizational stability, and cash generation trajectory.
References:
- Executive compensation, employment terms, equity plans, PVP/TSR, ownership, governance, director pay, related parties: .
- Company performance (financials): .
- Organizational changes: .