Timothy Wern
About Timothy Wern
Timothy (“David Timothy”) Wern, 57, joined SANUWAVE Health as Executive Vice President of Sales effective January 6, 2025, bringing 20+ years of medical device sales leadership at HeartWare (Medtronic), Abiomed (J&J), and Ceevra; he holds a B.S. in Economics from Cornell University . Company context during his arrival: management guided 2025 revenue to $48–$50 million and highlighted a shift to a top‑down, consultative enterprise sales motion with Wern’s hire ; prior year results show FY2024 net loss of $31.4 million and TSR value of $36.08 per $100 initial investment (measured from 12/31/2021) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HeartWare International (acquired by Medtronic) | Progressive sales leadership | Not disclosed | Led high‑performing teams and launched cutting‑edge devices in U.S./Canada |
| Abiomed (acquired by Johnson & Johnson) | Senior sales leadership; was #2 to Board member Jeff Blizzard | Not disclosed | Management states the team scaled Abiomed revenue from ~$50M to ~$400M; Wern “came highly recommended” |
| Ceevra Inc. | Sales leadership | Not disclosed | Strategic planning and transformative tech launches |
External Roles
None disclosed in company filings for Wern (no public company board or committee roles identified) .
Fixed Compensation
No base salary, target bonus, or actual bonus details for Wern were disclosed in the 2025 DEF 14A; 2024 NEOs did not include Wern (he joined in 2025), and his appointment 8‑K did not include compensation terms .
Performance Compensation
Company program design (context for executives generally; Wern‑specific targets not disclosed):
- Annual bonus structure: calculated as a percentage of salary, with 50% based on individual goals and the remainder on Company performance measures .
- Equity under the 2024 Plan: stock options, SARs, RSUs, and restricted stock; performance‑based awards can be granted with defined metrics and vesting conditions (Committee discretion) .
No Wern‑specific incentive metric weightings, targets, or payouts are disclosed.
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Common stock owned (shares) | 469 | Form 3 initial statement filed Jan 28, 2025 |
| Percent of shares outstanding | ~0.0055% (469 / 8,569,338) | Based on outstanding shares as of July 8, 2025 |
| Derivative securities (options/RSUs) | None reported on Form 3 | Table II blank |
| Pledging/hedging policy | Prohibited for directors and executive officers (no margin purchases, short sales, options/derivatives, hedging instruments, or pledging) | Reduces alignment risk |
| Stock ownership guidelines | Company states executives have stock ownership guidelines (no specifics disclosed) | Monitor future proxy detail |
| Section 16 compliance | Company disclosed “two reports and one transaction” were not timely for Wern in the period reviewed | Filing timeliness flag |
Employment Terms
| Term | Detail |
|---|---|
| Title | Executive Vice President of Sales (U.S. Wound business) |
| Start date | Appointed effective January 6, 2025 |
| Age | 57 |
| Education | B.S. in Economics, Cornell University |
| Non‑compete/Non‑solicit | Wern‑specific contract terms not disclosed; general 2024 Plan allows award forfeiture and outlines termination treatment |
| Change‑of‑control (equity plan) | If awards are not continued/assumed/substituted in a “corporate transaction” that is also a change in control, vesting may accelerate (performance awards deemed at 100% target, pro‑rated); if continued and employment is terminated without cause within 12 months post‑transaction, unvested awards may vest (double‑trigger) |
Performance & Track Record
- Sales strategy reset: CEO highlighted shift to enterprise, consultative selling and larger customer focus; Wern hired to lead the evolved motion .
- Prior achievements (as characterized by management): at Abiomed, Wern was the #2 to director Jeff Blizzard; management commentary states the duo scaled from ~$50M to ~$400M .
Company performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value per $100 investment (cumulative since 12/31/2021) | $13.41 | $7.65 | $36.08 |
| Net income (loss), $ thousands | $(10,293) | $(25,807) | $(31,372) |
2025 guidance:
- Revenue: $48M–$50M (≈50% YoY growth, ±3%) .
Vesting Schedules and Insider Selling Pressure
- Company practice reference: on Oct 22, 2024, options granted to certain executives vested in 12 equal quarterly installments over three years; 10‑year term; strike $14.20 (indicative of vesting cadence used for executives) .
- Wern: no reported grants or vesting schedules as of Form 3; monitor Form 4 filings for RSU/option awards and vesting triggers .
Compensation Structure Analysis
- Mix and at‑risk pay: lack of Wern‑specific cash/equity awards limits pay‑for‑performance assessment at this time .
- Plan safeguards: 2024 Plan prohibits option/SAR repricing without stockholder approval .
- Dilution awareness: Board evaluates overhang/run‑rate; proposed 500k share increase to maintain competitiveness in talent markets (overhang increases to ~17.5% if approved) .
Related Party Transactions
No Wern‑specific related‑party transactions disclosed; broader financing and exchanges involved directors/5% holders (context for governance diligence) .
Say‑on‑Pay & Shareholder Feedback
- 2025 agenda includes Say‑on‑Pay and Say‑on‑Frequency; Board recommends “FOR” Say‑on‑Pay and annual frequency .
- Results not yet reported (meeting scheduled Aug 19, 2025) .
Expertise & Qualifications
- Sales leadership across implantable and advanced medtech; experience launching transformative technologies in U.S./Canada; team‑building and funnel management .
- Cornell University economics foundation .
Work History & Career Trajectory
- Progressive leadership roles at HeartWare, Abiomed, Ceevra; emphasis on commercialization and scaling capital equipment businesses; Abiomed scaling cited by management .
Compensation Committee Analysis
- Compensation Committee chaired by independent director Jeffrey Blizard; independent membership; administers 2024 Plan and executive pay .
- Use of equity as alignment and retention tool; performance‑based awards available .
Investment Implications
- Alignment: initial direct ownership is limited (469 shares, ~0.0055% of SO), but executives are subject to ownership guidelines and strict anti‑pledging/hedging policies—reducing misalignment and forced‑selling risks .
- Data gap: Wern‑specific cash/equity awards and performance metrics are not yet disclosed; monitor future proxies and Form 4s for grants, vesting, and performance targets—key to assessing pay‑for‑performance and potential selling pressure .
- Execution signal: management’s shift to enterprise consultative sales and Wern’s prior scaling experience (Abiomed) are positive for revenue trajectory; near‑term proof points are placement growth and large‑account wins versus guidance ($48–$50M) .
- Governance risk: noted Section 16 filing timeliness issue for Wern (two reports/one transaction not timely) warrants continued monitoring, though mitigated by insider trading policy rigor .