Megan Cornish
Sensus HealthcareAbout Megan Cornish
Independent Class III Director at Sensus Healthcare (SRTS), age 40, serving since 2021. She sits on Audit, Compensation, and chairs the Corporate Governance & Nominating Committee. Background spans corporate roles (Chief Customer Officer & Corporate Secretary at Moth+Flame), sustainability governance, public policy, and communications; education includes B.A. in political science (Colorado College) and M.A. in global security (Johns Hopkins). The Board has affirmatively determined her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moth+Flame (VR) | Chief Customer Officer & Corporate Secretary | Current | Executive role guiding customer strategy and governance |
| FoodMaven Corporation | VP External Affairs | 2016–2020 | Led communications, government, and industry affairs |
| ReFED Expert Network | Industry Expert (Sustainability, Food & Beverage) | 2019–2021 | Sector expertise in sustainability/food systems |
| U.S. Rep. Tim Holden (PA) | Legislative Assistant | 2013 | Agriculture Committee work; legislative policy experience |
| U.S. Rep. Ed Towns (NY) | Legislative Correspondent/Assistant | Prior role | Oversight Committee; tech, homeland security, immigration work |
| Lobbyist/Consultant | Advisor to companies (VR, food & beverage, health, tech, communications) | Since 2013 | Public affairs, strategy across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Upcycled Food Association | Founding Board Member | Formed 2019 | Industry sustainability governance |
| Upcycled Food Foundation | Founding Board Member | Formed 2019 | Non-profit sustainability initiatives |
| Other Public Company Boards | None | N/A | No other public directorships |
Board Governance
- Committees: Audit; Compensation; Corporate Governance & Nominating (Chair). 2024 meetings: Audit 4, Compensation 2, Governance & Nominating 2 .
- Independence: Board identified Cornish as independent (Nasdaq rules). Audit and Compensation members meet SEC/Nasdaq independence standards; Anthony Petrelli designated audit committee financial expert .
- Attendance: Board met 12 times in 2024; all incumbent directors attended at least 75% of Board/committee meetings except William McCall (health reasons) .
- Annual meeting attendance: None of the directors other than Joseph and Michael Sardano attended the 2024 Annual Meeting (engagement concern) .
- Leadership structure: Combined Chair/CEO; independent directors have not elected a Lead Independent Director; executive sessions of non-employee directors are held regularly .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $80,000 | $20,000 paid quarterly to each non-employee director |
| Equity (restricted stock) – grant date fair value | $155,600 | Director equity awards are restricted stock; fair value per accounting standards |
| Total 2024 director compensation | $235,600 | As disclosed in Director Compensation Table |
Performance Compensation
| Equity Award Detail | Value/Quantity | Vesting/Terms |
|---|---|---|
| Restricted Stock Award – grant date fair value | $155,600 | Restricted stock; time-based vesting (no disclosed performance metrics) |
| Restricted Stock Award – shares | 20,000 | Vests in four equal annual installments on December 17, 2025, 2026, 2027, 2028 |
Notes: The proxy indicates director equity grants are restricted stock with time-based vesting; no stock options were granted to directors in 2024; the company states it did not grant options/SARs in 2024 and does not currently plan to grant them .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Other public company boards | None | No public interlocks disclosed |
| Private/non-profit boards (Upcycled Food Association/Foundation) | Founding board member | No related-party transactions >$120,000 reported since Jan 1, 2024 |
Expertise & Qualifications
- Public relations, entrepreneurship, and U.S. politics; sustainability domain expertise via ReFED and upcycling initiatives .
- Education: B.A. Colorado College; M.A. Johns Hopkins University (global security) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Megan Cornish | 32,000 | * (less than 1%) | Includes 20,000 restricted shares vesting 2025–2028; outstanding shares 16,495,396 as of record date |
Insider Trades
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | N/A | N/A | N/A | Company reports Section 16(a) compliance for 2024; no director delinquencies noted for Cornish |
Governance Assessment
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Strengths: Independent director overseeing key governance (chair of Nominating & Corporate Governance); service on Audit and Compensation supports oversight breadth; Board affirms committee independence; formal anti-hedging policy; clawback policy updated Oct 2, 2023 in line with Nasdaq/SEC requirements .
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Alignment: Receives standard cash retainer and time-based restricted stock; holds 32,000 shares, including 20,000 unvested restricted shares with multi-year vesting, supporting longer-term alignment .
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Watch items/RED FLAGS:
- Annual meeting attendance: did not attend 2024 Annual Meeting (engagement optics) .
- Board structure: Combined Chair/CEO, no Lead Independent Director; may limit independent agenda control .
- Family relationship among executives/directors (CEO and President/GC are father/son), though compensation/related-party policy and audit committee review are in place .
- Auditor change and mid-2024 IT general controls material weakness (remediated by year-end); ongoing audit risk oversight remains important .
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Compensation process: Compensation Committee did not use an external consultant in 2024; directors receive quarterly cash retainer plus periodic restricted stock; no meeting fees or committee chair fees disclosed .