Paul K. Danner

About Paul K. Danner

Paul K. Danner is Executive Chairman and Principal Executive Officer (PEO) of Sharps Technology, Inc. (STSS). He joined the Board in September 2021, became Executive Chairman effective June 30, 2025, and PEO effective August 24, 2025 . As of September 2025, he is 68 years old and previously chaired the Audit Committee through June 29, 2025 . His background includes CFO/CAO roles at Authvia since 2013 and serving as CEO of Alliance MMA (2016–2018), alongside 30 years of naval service (F-14 Naval Aviator; retired Captain in 2009). He holds a BS in Business Finance (Colorado State University) and an MBA (Old Dominion University) . Under his tenure as a senior executive, STSS remains loss-making, with negative EBITDA and net income for FY 2022–FY 2024 (see Performance table below).*

Past Roles

External Roles

Fixed Compensation

• Base salary: $600,000 per annum under the Danner Employment Agreement (effective August 25, 2025), with eligibility for discretionary performance bonuses and participation in the 2025 Equity Incentive Plan .
• Non-compete and non-solicit: 1 year post-termination; confidentiality covenant perpetual .

Performance Compensation

• Annual cash bonus: Eligible; awarded at the discretion of the Compensation Committee. Targets/metrics and actual payouts not disclosed .
• Equity incentives: Eligible to participate in the 2025 Equity Incentive Plan (2,000,000-share reserve), which supports options, RSUs, performance shares, SARs. Typical time-based vesting (e.g., in installments over multi-year periods) and performance-based vesting are contemplated; committee may accelerate vesting under specified events. Individual grants to Danner not disclosed .

Detailed plan mechanics table:

Equity Ownership & Alignment

• Beneficial ownership (as of September 9, 2025): 100,057 shares (less than 1%), entirely comprised of options exercisable within 60 days .
• Anti-hedging/anti-pledging: Company policy prohibits short sales, pledging/margin loans, and options/derivatives on company stock; enhances alignment and reduces hedging risk .

Ownership summary:

Director compensation (FY 2024):

Employment Terms

• Agreement start: August 25, 2025 (term continues until terminated by either party) .
• Base salary: $600,000; bonus eligibility at Compensation Committee discretion; participation in 2025 Equity Incentive Plan .
• Restrictive covenants: non-compete and non-solicit for 1 year post-termination; perpetual confidentiality .
• Severance/change-of-control: Not disclosed in Danner’s agreement. Clawback policy adopted per SEC/Nasdaq for incentive compensation in restatement situations .

Board Governance

• Board service: Director since September 2021; Executive Chairman effective June 30, 2025; PEO effective August 24, 2025 .
• Committee roles history: Chair of Audit Committee through June 29, 2025; following executive appointment, Timothy Ruemler became Audit Chair, and Soren Christiansen joined Compensation Committee . Danner sits on the Strategic Advisory Committee (with Yuwen “Alice” Zhang as Chair) .
• Independence: Danner deemed independent through June 29, 2025; not independent effective June 30, 2025 due to executive role .
• Board leadership structure: Currently Executive Chairman and PEO are held by the same person (dual role). The Board notes it may appoint a lead independent director if roles are combined, to coordinate non-management directors .
• Attendance: Each director attended at least 75% of Board and committee meetings in FY 2024 .

Committee composition (recent):

• Audit: Ruemler (Chair), Monroe, Christiansen/Simpson; independent; audit committee financial expert: Ruemler .
• Compensation: Monroe (Chair), Ruemler, Christiansen; independent .
• Nominating & Governance: Christiansen (Chair), Ruemler, Monroe/Simpson; independent .
• Strategic Advisory: Zhang (Chair), Danner .

Related Party & Governance Red Flags

• Series B Preferred Stock: On July 15, 2025, STSS issued 5 shares of Series B Preferred to Danner, each entitled to 220,000 votes solely on the authorized common stock increase proposal, with “mirrored” voting to reflect common shareholder preference; automatically redeemed upon effectiveness of the increase. This structure was used to obtain sufficient votes, which can draw governance scrutiny despite mirroring common votes .
• Strategic Advisor Warrants: STSS engaged Sol Markets (controlled by James Zhang, brother of CIO/director Yuwen “Alice” Zhang) and issued warrants to purchase 6,321,367 shares; potential conflict sensitivity due to family relationship .

Performance & Track Record

Financial performance (annual):

Values retrieved from S&P Global.*

Notes:

• Revenues were not available in the dataset for FY 2022–FY 2024.*
• Continued operating losses underscore execution risk and heighten importance of pay-for-performance design and equity alignment.*

Compensation Structure Analysis

• Shift to discretionary bonus and broad equity eligibility: Danner’s bonus is fully discretionary; no explicit disclosed performance targets. Equity participation under the 2025 Plan allows options/RSUs/PSUs but individual grant terms for Danner are not disclosed .
• Clawback in place: Aligns with shareholder-friendly practices for incentive recoupment upon restatement .
• Anti-pledging/hedging: Prohibited; reduces misalignment risk .
• Director-to-executive transition: Danner’s move from independent Audit Chair to Executive Chairman/PEO eliminates independence and concentrates authority (dual role), heightening governance monitoring needs .

Equity Ownership & Insider Selling Pressure

• Ownership level: <1%, primarily through near-term exercisable options, limiting immediate sell pressure from large common holdings .
• Insider trading data: Not disclosed in proxy; company indicates timely Section 16 compliance in 2024 (noting Alice Zhang’s pending Form 3 as of Sept. 23, 2025). No Form 4 sales/purchases for Danner are disclosed in the proxies reviewed .

Employment Contracts, Severance & Change-of-Control Economics

• Danner’s agreement: Salary, discretionary bonus, equity plan eligibility, non-compete/non-solicit (1 year), confidentiality. No severance multiple or change-of-control acceleration disclosed .
• Plan CoC: 2025 Plan defines Change in Control; committee retains flexibility on award treatment, but mandatory acceleration terms are not specified in the proxy .

Director Compensation (Board Service)

• FY 2024 compensation: Danner received $132,000 in cash director fees and $37,975 in option awards for Executive Director services .
• Ownership guidelines: Not disclosed.

Say-on-Pay & Shareholder Feedback

• Say-on-Pay results and compensation peer group details are not disclosed in the reviewed proxies.

Expertise & Qualifications

• Finance and operations leadership; fintech CPaaS expertise; prior public company CEO; extensive governance roles; military leadership and technical credentials; BS Finance (Colorado State), MBA (Old Dominion) .

Work History & Career Trajectory

• Board member since 2021; Audit Chair through June 2025; Executive Chairman and PEO in 2025 .
• Prior roles: Authvia CFO/CAO (2013–present); Alliance MMA CEO (2016–2018); prior military service; multiple public and private board roles .

Compensation Committee Analysis

• Composition: Independent directors (Monroe—Chair, Ruemler, Christiansen). Administers executive compensation and stock plans; can delegate authority; one meeting in FY 2024 .
• Consultants: Use of independent compensation consultants not disclosed in reviewed proxies.

Investment Implications

• Governance concentration: Dual role as Executive Chairman and PEO with prior Audit Chairship increases centralization; independence loss since June 30, 2025 warrants monitoring for checks/balances (e.g., lead independent director engagement, committee oversight) .
• Pay-for-performance opacity: Discretionary bonus with no disclosed targets and lack of individual equity grant terms limit assessment of alignment; clawback and anti-hedging policies are positives .
• Ownership alignment: Danner’s <1% ownership, primarily via options, provides leveraged exposure but low direct common stock stake, reducing pledging risk under policy .
• Related-party and capital structure actions: Series B Preferred voting structure and Sol Markets family connection are governance sensitivities; sustained losses (negative EBITDA/net income) elevate execution risk and increase importance of clear, performance-tied incentives .