Michael Sardano
Sensus HealthcareAbout Michael Sardano
Michael J. Sardano (age 37) is President, General Counsel, Corporate Secretary and a director of Sensus Healthcare. He has been President since February 2022, previously serving in legal and regulatory roles since 2013; he joined the Board in 2024 . He holds a JD from New England Law–Boston and a BS in Management and Finance from Bentley University . Company pay-versus-performance shows TSR of $103 (2022), $32 (2023), and $96 (2024) on a $100 base, alongside net income of $24,244K (2022), $485K (2023), and $6,647K (2024), framing incentive alignment against mixed performance during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sensus Healthcare | Corporate Counsel and QA/RA Manager | Aug 2013–Dec 2015 | Built regulatory/quality foundations supporting device commercialization |
| Sensus Healthcare | Corporate Counsel/Director of Governance & Regulatory | Jan 2016–Dec 2016 | Strengthened governance and regulatory oversight |
| Sensus Healthcare | General Counsel/Director of Governance & Regulatory | Jan 2017–Dec 2017 | Led legal and regulatory frameworks |
| Sensus Healthcare | VP & General Counsel | Jan 2018–Feb 2022 | Expanded legal leadership; supported growth across sales/clinical/government affairs |
| Sensus Healthcare | President, General Counsel & Corporate Secretary | Feb 2022–present | Executive leadership over operations, sales, clinical research, coding & reimbursement |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Massachusetts Dept. of Revenue (Office of Appeals) | Legal Intern | Aug 2012–Apr 2013 | Legal experience in tax appeals |
| U.S. Senate (Committee on Rules & Administration) | Senate Intern (Sen. Lamar Alexander) | May 2012–Aug 2012 | Public policy exposure |
| Other public company boards | None | — | No outside public directorships |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $350,000 |
| Cash Bonus ($) | $30,000 | $500,000 |
| All Other Compensation ($) | $32,933 | $60,878 |
| Total ($) | $452,533 | $1,275,078 |
Notes:
- Perquisites detail (2024): Life insurance $961, Health insurance $33,051, 401(k)/HSA $13,800, Car allowance $13,066 .
- As a director, he receives no additional director compensation (executive directors do not receive board fees/equity) .
Performance Compensation
- Annual bonus structure: Approximately 70% based on achievement of objectives; remainder discretionary and approved by independent directors on Compensation Committee .
- Stock awards (restricted stock) granted and reported as grant-date fair value:
- Stock Awards ($): $89,600 (2023) ; $364,200 (2024) .
Equity Grants and Vesting
| Grant Date | Award Type | Shares Unvested at 12/31 | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 1/11/2024 | Restricted Stock | 10,000 | $69,200 | Not detailed in 2025 table; earlier RS awards vested 7/21/2024 and 1/26/2025 (10,000 each) |
| 12/17/2024 | Restricted Stock | 30,000 | $207,600 | Vests in three equal annual installments on 12/17/2025, 12/17/2026, 12/17/2027 |
| 7/21/2021 (prior grant) | Restricted Stock | 10,000 (unvested at 12/31/2023) | $23,600 (as of 12/31/2023) | Subsequent vest dates referenced above (7/21/2024) |
- Clawback: Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy effective Oct 2, 2023, covering current/former executive officers for three completed fiscal years preceding any required restatement .
Equity Ownership & Alignment
| Metric | As of Apr 10, 2024 | As of Apr 10, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 78,774 | 115,839 |
| Ownership % of outstanding | <1% | <1% |
| Restricted Shares Included | 10,000 RS vesting 7/21/2024; 10,000 RS vesting 1/26/2025 | 30,000 RS vesting equally 2025–2027 |
| Options (exercisable/unexercisable) | None disclosed for Michael | None disclosed for Michael |
| Anti-hedging | Hedging prohibited (options/derivatives/collars, etc.) | |
| Pledging | No pledging disclosure identified | No pledging disclosure identified |
Ownership guidelines: Not disclosed. Insider trading policy with blackout/preclearance applies to executive officers and directors .
Employment Terms
- Agreement: Effective April 1, 2018; automatic one-year renewals (most recently Dec 31, 2024) .
- Role evolution: VP & General Counsel under agreement; elected President Feb 2022 .
- Target bonus: At least $30,000; may be increased, not decreased .
- Severance economics:
- Change in control AND termination without cause or resignation for Good Reason (double-trigger): 2× (base salary + target bonus), paid over 12 months; pro rata annual bonus; up to 24 months of benefits continuation; full vesting of outstanding equity upon termination .
- Termination without cause or resignation for Good Reason (no CIC): 1× (base salary + target bonus), paid over 12 months; pro rata bonus; up to 12 months of benefits continuation; full vesting of outstanding equity upon termination .
- Death/Disability: Earned but unpaid salary/expenses; earned benefits; prior-year bonus if applicable; pro rata bonus .
- Voluntary resignation without Good Reason / for cause: No severance; only earned salary/expenses .
- Good Reason (selected triggers): Reduction in base/target bonus; material reduction in authority/responsibilities; relocation >50 miles; failure to obtain successor assumption; material breach by Company .
- Non-compete/non-solicit, confidentiality, indemnification: Customary provisions included .
Board Governance
- Board service: Director since 2024; not independent (executive) .
- Committee roles: Not listed on Audit, Compensation, or Nominating committees (these committees comprise independent directors only) .
- Board attendance: In 2024, Board held 12 meetings; each incumbent director attended ≥75% of Board/committee meetings, except Mr. McCall (health reasons) .
- Independence/dual-role implications:
- CEO also serves as Chairman; independent directors have not elected a Lead Independent Director, increasing concentration of leadership power .
- Familial relationship: Michael is the son of CEO/Chairman Joseph C. Sardano; both serve on the Board, which presents independence/related-party considerations (no material related-party transactions above threshold disclosed) .
Director Compensation (as relevant to Michael)
- Executive directors (Messrs. J. and M. Sardano) receive no compensation for Board service; non-employee directors receive cash retainers and periodic equity grants .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Votes | Meeting Date |
|---|---|---|---|---|---|
| Advisory vote on NEO comp (2023) | 8,552,812 | 416,554 | 413,632 | 4,108,050 | May 31, 2024 |
| Advisory vote on NEO comp (2024) | 5,057,473 | 346,796 | 498,236 | 5,483,082 | May 27, 2025 |
Compensation Structure Analysis
- Year-over-year mix: Significant increase in cash bonus from $30,000 (2023) to $500,000 (2024), and larger equity grants in 2024 ($364,200 fair value), materially increasing total pay .
- Performance linkage: Bonuses are majority objective-based (≈70%), with discretion retained by independent directors; specific metrics (e.g., revenue/EBITDA/TSR) are not enumerated in disclosures .
- Equity terms: Time-based RS with multi-year vesting; plan prohibits option/SAR repricing and embeds minimum vesting periods and clawback provisions .
Performance & Track Record
| Year | TSR value of $100 initial investment | Net Income ($000s) |
|---|---|---|
| 2022 | $103 | $24,244 |
| 2023 | $32 | $485 |
| 2024 | $96 | $6,647 |
- Highlights: TSR fell sharply in 2023 and rebounded in 2024; net income improved meaningfully in 2024, aligning with higher incentive payouts .
Risk Indicators & Red Flags
- Related party: Father-son roles on Board and executive team underscore independence scrutiny; Audit Committee oversees related-party policies; no reportable related-party transactions above $120K disclosed since Jan 1, 2024 .
- Governance: CEO/Chair duality without Lead Independent Director increases concentration risk .
- Controls: 2024 material weakness in IT general controls was remediated by year-end 2024; auditor change due to independence (Marcum resigned; BPB appointed) .
- Hedging/pledging: Hedging prohibited; no pledging disclosures identified .
- Clawback: Nasdaq/SEC conforming clawback policy effective Oct 2023 .
Employment & Contracts Summary
| Provision | Detail |
|---|---|
| Effective date | April 1, 2018; auto-renew annually (renewed Dec 31, 2024) |
| Target bonus | ≥$30,000; adjustable upward only |
| Severance (CIC double-trigger) | 2× (salary + target bonus); 24 months benefits; pro rata bonus; full equity vesting on termination |
| Severance (no CIC) | 1× (salary + target bonus); 12 months benefits; pro rata bonus; full equity vesting on termination |
| Good Reason | Reduction in pay/bonus; material reduction in duties; relocation; failure of successor assumption; material breach |
| Restrictive covenants | Confidentiality, non-compete, non-solicit, indemnification |
| Clawback | SEC/Nasdaq compliant; 3 years lookback |
Investment Implications
- Pay-for-performance alignment: Bonus structure is majority objective-based; 2024 compensation escalation coincided with improved net income and TSR rebound, though specific metrics are not disclosed—limiting transparency for investors assessing performance thresholds .
- Retention and selling pressure: Multi-year RS vesting (notably 30,000 shares vesting through 2027) provides retention hooks but creates potential periodic supply as tranches vest; anti-hedging limits misalignment strategies, and no pledging disclosures were found .
- Change-of-control economics: Double-trigger severance at 2× salary+target bonus and full equity acceleration upon termination in connection with a CIC can be dilutive for acquirers and may influence transaction negotiations; single-trigger termination terms are also generous .
- Governance risk: CEO/Chair duality and familial ties (CEO and President both directors) elevate independence concerns; committees remain independent and oversee compensation/audit/nominating functions, partially mitigating risk .
- Shareholder sentiment: Say-on-pay approvals in 2024 and 2025 indicate shareholder support for compensation programs, but ongoing monitoring of bonus metrics disclosure would improve investor confidence in pay-performance rigor .