Joseph Sardano
Sensus HealthcareAbout Joseph Sardano
Joseph C. Sardano, age 72, is co-founder of Sensus Healthcare and has served as Chief Executive Officer and Chairman since 2010. He holds a BA from Concordia University (Montreal) and business certificates from McGill University School of Management, with over 40 years’ healthcare industry experience across imaging and medical devices, including senior commercial roles at GE Medical Systems, CTI Molecular Imaging/PetNet, Elscint, Toshiba, and Xoft, and consulting at Molecular Imaging Ventures . Pay-versus-performance suggests CAP tracked SCT for the PEO in 2022–2024, with company TSR on a $100 base moving from $103 (2022) to $32 (2023) to $96 (2024), and net income evolving from $24,244K (2022) to $485K (2023) to $6,647K (2024) . He also serves on boards at Birch BioMed and BioFlorida .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xoft, Inc. | Chief Commercial Officer | Not disclosed | Commercial leadership in electronic brachytherapy devices |
| Molecular Imaging Ventures | Managing Partner; Healthcare Consultant | Not disclosed | Advisory on molecular imaging growth and commercialization |
| CTI Molecular Imaging and PetNet Pharmaceuticals | SVP Global Sales & Marketing | Not disclosed | Built global sales and isotope solutions commercial capabilities |
| GE Medical Systems | Americas Sales Manager, Functional Imaging | Not disclosed | Drove functional imaging adoption across Americas markets |
| Elscint Inc. | VP Sales & Marketing | Not disclosed | Led commercialization for medical imaging solutions |
| Toshiba America Medical Systems | Region Sales Manager | Not disclosed | Regional sales leadership in imaging systems |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Birch BioMed | Board Member | Not disclosed | Governance and industry insight for biotech development |
| BioFlorida | Board Member | Not disclosed | Advocacy and ecosystem development for Florida healthcare innovation |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $500,000 |
| Target Bonus ($) | ≥$100,000 (contract minimum) | ≥$100,000 (contract minimum) |
| Actual Cash Bonus ($) | $175,000 | $700,000 |
| Stock Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | $62,599 | $68,030 |
| Total ($) | $687,599 | $1,268,030 |
Perquisites detail for Joseph Sardano:
| Perk | 2023 | 2024 |
|---|---|---|
| Life Insurance ($) | $21,524 | $21,524 |
| Health Insurance ($) | $18,931 | $19,982 |
| 401(k) Match / HSA ($) | $9,150 | $13,800 |
| Car Allowance ($) | $12,994 | $12,994 |
Performance Compensation
Structure and mechanics:
- Annual cash bonus: Approximately 70% based on achievement of defined objectives; 30% discretionary (approved by independent directors). Specific metric names and targets are not disclosed; awards are set annually .
- Joseph Sardano’s contract requires eligibility for annual cash incentive bonus with a target at least $100,000 and discretionary equity/LTI consideration at Compensation Committee discretion .
| Metric | Weighting | Target | Actual (2024) | Payout (2024) | Vesting |
|---|---|---|---|---|---|
| Annual objectives (unspecified) | ~70% | Not disclosed | Not disclosed | Included in $700,000 bonus | Cash; annual |
| Discretionary component | ~30% | N/A | N/A | Included in $700,000 bonus | Cash; annual |
| Equity awards (RSU/PSU/options) | Discretionary | Not disclosed | None granted to CEO in 2024 | $0 stock awards | Plan minimum vesting 3 years for time-based grants to executives |
Clawback policy: Updated October 2, 2023 to recover erroneously awarded incentive-based compensation for covered executives in the three fiscal years preceding any restatement under SEC/Nasdaq rules .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledging/Hedging |
|---|---|---|---|---|---|
| Joseph C. Sardano | 1,175,293 | 7.1% (based on 16,495,396 shares) | No unvested awards at 12/31/2024 | None outstanding | Anti-hedging policy prohibits hedging; options non-transferable incl. pledge/hypothecation; no explicit stock pledging policy disclosed |
Plan capacity and potential dilution context:
- Outstanding options/warrants/rights: 60,300; weighted-average exercise price $5.55; shares remaining available under equity plans: 153,473 .
- 2017 Incentive Plan amendment proposed to increase authorized shares from 750,000 to 2,250,000 and extend term to 2037 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | February 8, 2016; initial term through December 31, 2020; auto-renews annually; renewed December 31, 2024 |
| Role | Chief Executive Officer |
| Base salary | Initially $300,000; may be increased, not decreased |
| Bonus eligibility | Annual cash incentive; target at least $100,000; subject to Committee plan |
| Equity/LTI eligibility | Discretionary grants; basis at least as favorable as for other senior executives |
| Good Reason triggers | Includes salary/bonus reduction; material reduction in CEO role; failure to nominate/re-elect to Board; relocation >50 miles; failure to assume obligations by successor; non-renewal; other material breach |
| Severance (no CIC) | 1x base salary + 1x target bonus; 12 months benefits; pro rata bonus if mid-year termination; immediate vesting of equity awards |
| Severance (with CIC) | 2x base salary + 2x target bonus; 24 months benefits; pro rata bonus; immediate vesting of equity upon termination without cause or resignation for Good Reason in connection with CIC (double-trigger) |
| Death/Disability | Earned but unpaid salary/expenses; earned benefits; unpaid prior year bonus; pro rata current year bonus |
| Non-compete / Non-solicit / Confidentiality | Customary restrictions per agreement |
| Equity acceleration | Awards vest/exercise in full at Change in Control per plan; RS restrictions removed upon CIC, death, disability, or termination not for cause, as applicable |
Board Governance
- Board service: Chairman and CEO; director since 2010; not independent under Nasdaq standards .
- Combined roles: Board leadership is combined; independent directors have not elected a Lead Independent Director, though executive sessions of non-employee directors are held regularly .
- Board/committee activity: 12 board meetings in 2024; committees and current membership:
- Audit Committee: Chair Anthony Petrelli; members Megan Cornish, William McCall; 4 meetings; Petrelli designated financial expert .
- Compensation Committee: Chair William McCall; members Megan Cornish, Anthony Petrelli; 2 meetings .
- Corporate Governance & Nominating: Chair Megan Cornish; member William McCall; 2 meetings .
- Director compensation: Non-employee directors receive $20,000 per quarter plus periodic equity grants; executive directors (including J. Sardano) receive no separate director compensation .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return ($100 base) | $103 | $32 | $96 |
| Net Income ($000s) | $24,244 | $485 | $6,647 |
- Compensation committee did not use PVP disclosure to set incentives; committee process did not involve compensation consultants in 2024 .
Compensation Structure Analysis
- Year-over-year mix: CEO equity awards were $0 in both 2023 and 2024, while cash bonus increased from $175,000 to $700,000, indicating heavier reliance on cash variable pay vs equity in 2024 .
- Performance calibration: Approximately 70% of annual bonus tied to objectives and 30% discretionary, but specific performance metrics and target levels were not disclosed; minimum vesting periods for executive equity awards are set (3 years for time-based) .
- Clawback and governance: Enhanced clawback policy aligned with Nasdaq/SEC standards; plan prohibits repricing and embeds minimum vesting and limited recycling .
Insider Selling Pressure and Vesting
- Unvested holdings: CEO had no unvested options or stock awards outstanding at FY-end 2024; near-term forced selling to cover vesting taxes appears minimal .
- Hedging/pledging: Company prohibits hedging; options are non-transferable including pledge/hypothecation; no explicit prohibition on pledging of common stock is disclosed .
Director Compensation (for Joseph Sardano)
- Director fees/equity: None; executive directors do not receive separate compensation for board service .
Say-on-Pay & Shareholder Feedback
- Advisory vote: Board recommends voting FOR executive compensation; the company holds say-on-pay annually. Specific approval percentages for prior years are not disclosed in this proxy .
Equity Plan Context (Dilution and Future Grants)
| Plan Metric | Value |
|---|---|
| Outstanding options/warrants/rights | 60,300 |
| Weighted-average exercise price | $5.55 |
| Shares remaining available | 153,473 |
| Proposed authorized shares (amended plan) | 2,250,000 (from 750,000) |
| Plan term extension | Through 2037 |
Investment Implications
- Alignment: High CEO beneficial ownership (7.1%) aligns incentives with shareholders; absence of unvested equity reduces near-term sell-to-cover risk .
- Pay-for-performance: Large 2024 bonus ($700k) alongside improved net income and TSR recovery suggests emphasis on cash outcomes; lack of disclosed metrics limits external assessment of calibration rigor .
- Retention/CIC: Double-trigger CIC severance at 2x salary+target bonus and full equity acceleration upon CIC termination could influence negotiations in strategic events; outside CIC, severance at 1x with immediate vesting supports retention but adds cost risk on terminations .
- Governance risk: Combined Chairman/CEO with no Lead Independent Director increases structural governance risk; however, independent committees and regular executive sessions provide partial counterbalance .
- Supply/dilution watch: Proposed expansion of plan share reserve to 2.25M increases capacity for future grants; monitor grant pacing and any subsequent insider sales once equity issuance resumes .
- Trading signals: Anti-hedging policy reduces adverse alignment risk; monitor Form 4s post-plan amendment for new awards to executives and any changes in insider ownership that could impact float and sentiment .