Anthony Petrelli
Sensus HealthcareAbout Anthony Petrelli
Anthony Petrelli, age 72, is an independent, non-employee director of Sensus Healthcare (SRTS), serving since 2016. He chairs the Audit Committee, sits on the Compensation Committee, and has been designated by the Board as an “audit committee financial expert.” He holds a B.S. in Business (Finance) and an MBA from the University of Colorado, and an M.A. in Counseling from Denver Seminary; he began his investment banking career in 1972 and has deep corporate finance, underwriting, and regulatory committee experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NTB Financial Corporation (Denver) | President, Chairman, Director of Investment Banking Services | 2010–2022 | Led corporate finance, underwriting, management; extensive capital markets operations |
| FINRA | Corporate Finance Committee; National Adjudicatory Council (Vice Chairman); Small Firm Advisory Board; District Business Conduct Committee, District 3 (Chairman) | Various | Regulatory oversight; adjudicatory leadership; small-firm advocacy |
| Southwest Counseling Associates | Director | Not disclosed | Governance oversight for counseling firm |
| Equinox Counseling LLC | Founder; Licensed Professional Counselor; National Certified Counselor; Approved Clinical Supervisor | Established 2012 | Clinical leadership and supervision |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Momentum Independent Network | Financial Consultant and Registered Representative | Current | Ongoing financial advisory role |
| Ring Energy, Inc. | Director | Since 2013 | Other public company directorship; potential interlock awareness |
Board Governance
- Independence and structure: The Board has determined Mr. Petrelli is independent under Nasdaq standards; independent directors comprise a majority of the Board .
- Committee assignments: Audit (Chair), Compensation (Member); not listed on Nominating & Corporate Governance .
- Audit committee financial expert: Board designated Petrelli as its “audit committee financial expert” per SEC rules .
- Meetings and attendance: Board held 12 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings except Mr. McCall (health reasons), implying Petrelli met attendance thresholds .
- Executive sessions: Non-employee director executive sessions are held regularly .
- Leadership and oversight: CEO also serves as Chairman; independent directors have not elected a lead independent director .
- Annual meeting attendance: Directors (other than J. Sardano and M. Sardano) did not attend the 2024 Annual Meeting .
- Committee activity: 2024 meetings — Audit (4), Compensation (2), Nominating (2) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (quarterly) | $20,000 per quarter | Policy statement for non-employee directors |
| Cash fees (annual total) | $80,000 | Actual fees earned in 2024 |
| Stock awards (grant-date fair value) | $155,600 | Restricted stock awards; valuation per Note 9 of 10-K |
| Option awards | — | No option awards to directors in 2024 |
| Meeting fees | — | Not disclosed in policy/table |
| Committee chair/member fees | — | Not separately disclosed |
| All other compensation | — | None reported for directors |
| Total | $235,600 | Sum of cash + stock awards |
Performance Compensation
| Element | Detail |
|---|---|
| Director equity award type | Restricted stock (time-based); grant-date fair value $155,600 |
| Vesting schedule | 20,000 restricted shares vest in four equal annual installments on Dec 17, 2025, 2026, 2027, and 2028 |
| Performance metrics tied to director equity | None disclosed for director grants in the proxy |
| Plan governance features | Prohibits repricing; fixed share pool; clawback/forfeiture capabilities; minimum vesting standards; no discount options; admin by Compensation Committee |
- Clawback policy: Board adopted a compensation recovery policy (Oct 2, 2023) to recoup erroneously awarded incentive-based compensation after a restatement, aligned with Nasdaq/SEC rules; applies to covered executives, and the equity plan includes clawback/forfeiture provisions for awards .
Other Directorships & Interlocks
| Company | Role | Start Year | Potential Conflict/Interlock |
|---|---|---|---|
| Ring Energy, Inc. | Director | 2013 | No related-party transactions >$120,000 disclosed with SRTS; monitor for any business ties |
Expertise & Qualifications
- 50+ years in investment banking, with leadership across corporate finance, underwriting, management, sales, and trading .
- Extensive regulatory engagement via FINRA committees (NAC Vice Chair; Corporate Finance; Small Firm Advisory Board; District Committee Chair) .
- Academic credentials include B.S. (Finance), MBA (University of Colorado), and M.A. (Counseling), plus clinical practice leadership .
- Board-designated audit committee financial expert, aligning with Audit Chair responsibilities .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 66,466 |
| Percent of shares outstanding | Less than 1% (asterisk in table) |
| Restricted stock awards (unvested) | 20,000; vesting in equal tranches 2025–2028 (Dec 17) |
| Jointly owned with spouse | 12,013 shares |
| Anti-hedging policy | Hedging transactions prohibited for directors and employees |
- Insider trading controls: Blackout periods and pre-clearance procedures apply to directors; Section 16(a) compliance reviewed; no Petrelli delinquencies noted in 2024 .
Governance Assessment
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Positives:
- Strong audit oversight as Audit Chair and SEC-defined audit committee financial expert; committee met four times in 2024 .
- Independence affirmed; serves on Compensation Committee, supporting pay governance .
- Attendance ≥75% threshold met; regular executive sessions enhance independent oversight .
- Compensation mix emphasizes equity alignment (restricted stock) alongside standard cash retainer; anti-hedging and clawback frameworks strengthen investor protections .
-
Watch items / RED FLAGS:
- CEO/Chair duality with no lead independent director elected, reducing independent counterbalance at the Board level .
- Annual meeting engagement: directors (other than the Sardanos) did not attend the 2024 Annual Meeting; while not required, non-attendance may be viewed negatively by some investors .
- Auditor change due to Marcum’s independence concerns (merger with CBIZ) and a mid-2024 material weakness in IT general controls, albeit remediated by year-end; continued audit-risk vigilance is warranted under Audit Chair leadership .
- No disclosed director stock ownership guidelines in the proxy; investors may prefer explicit board-level ownership requirements for alignment .
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Related-party and conflicts:
- No related-party transactions >$120,000 since Jan 1, 2024; familial relationship exists between CEO (J. Sardano) and President/GC (M. Sardano), but no Petrelli-related transactions disclosed .
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Compensation policy signals:
- Director compensation is straightforward (cash retainer + restricted stock), with no option repricing and equity plan guardrails; performance metrics specific to director equity grants are not disclosed, implying time-based vesting rather than performance-conditioned awards .