Joseph Ziegler
TherapeuticsMDAbout Joseph Ziegler
Joseph Ziegler, 51, has served as TherapeuticsMD’s (TXMD) Principal Financial and Accounting Officer since August 2023 via a consulting arrangement with JZ Advisory Group, where he is founder and CEO (since January 2022). He holds a B.S. in Finance and an M.B.A. from Florida Atlantic University, and has held multiple CFO roles in healthcare and services businesses, including private equity–backed companies . During his tenure window, company TSR trended down and profitability remained modest-to-negative: TXMD’s Pay vs. Performance table shows TSR values of $9.24 (2022), $3.72 (2023), and $1.70 (2024), with net income of $112.0m, $(10.3)m, and $(2.2)m, respectively . Revenues were $69.963m (FY22), $1.302m (FY23), and $1.761m (FY24) ; EBITDA was $11.856m (FY22), $(8.085)m (FY23), and $(2.983)m (FY24)*.
| Company Performance | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 69,963,000 | 1,302,000 | 1,761,000 |
| EBITDA ($) | 11,856,000* | (8,084,500)* | (2,983,000)* |
| Net Income ($000s) | 111,997 | (10,278) | (2,181) |
| Total Shareholder Return (Value of $100) | 9.24 | 3.72 | 1.70 |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DAS Health (PE-owned IT services to healthcare providers) | Chief Financial Officer | Apr 2021–Dec 2021 | PE-owned platform CFO experience in healthcare IT services |
| Encompass Onsite (property solutions) | Chief Financial Officer | Nov 2018–Feb 2021 | Multi-site services CFO leadership |
| Biomatrix (specialty pharmacy) | Chief Financial Officer | Not disclosed | CFO roles in specialty pharmacy and distribution |
| Novis Pharmaceuticals | Chief Financial Officer | Not disclosed | CFO role in healthcare distribution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JZ Advisory Group | Founder & CEO | Jan 2022–present | Provides fractional CFO/outsourced accounting; TXMD source of finance leadership via MSA |
| Progressive Care Inc. | Director | Dec 2021–Dec 2024 | Public company board exposure in healthcare services |
Fixed Compensation
| Year | Base/Fixed Fee ($) | Target Bonus % | Actual Cash Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 52,900 | Not disclosed | — | Fee paid to JZ Advisory under MSA |
| 2024 | 120,000 | Not disclosed | — | Fee paid to JZ Advisory under MSA |
Performance Compensation
| Award Type | Grant/Action Date | # Units/Shares | Grant-Date Fair Value ($) | Performance Metric & Weighting | Vesting/Payout |
|---|---|---|---|---|---|
| RSUs (time-based) | 2023 (exact date not specified) | 7,500 | 30,000 | Service (time-based), 100% | Vested 8/17/2024 |
| Non-Equity Incentive Plan | N/A | — | — | Not applicable (no payout disclosed) | No payments disclosed for 2023–2024 |
Notes:
- The proxy states PSUs (performance RSUs) exist for the CEO with performance goals, but Ziegler’s equity was time-based RSUs; no Ziegler PSU metrics are disclosed .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 7,500 shares held directly as of Oct 20, 2025; <1% of outstanding |
| Shares Outstanding Reference | 11,574,362 shares outstanding as of Oct 20, 2025 |
| Vested vs. Unvested | No outstanding unvested awards at FY-end 2024; RSUs vested 8/17/2024 |
| Stock Options | None disclosed for Ziegler |
| Pledging/Hedging | Proxy includes Anti-Hedging and Anti-Pledging Policy section; Insider Trading Policy adopted Mar 25, 2025 (Exhibit 19 to 10-K) |
| Ownership Guidelines | Not disclosed for Ziegler in the proxy excerpts reviewed |
Observation: The ownership table lists direct holdings with no footnotes indicating any pledged shares for Ziegler .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | Principal Financial and Accounting Officer since Aug 2023 |
| Agreement Type | Master Services Agreement (MSA) with JZ Advisory; Ziegler serves via JZ Advisory as an independent consultant |
| Fee Structure | $10,000 per month in Q3 2023; monthly rate continues until parties negotiate a future retainer |
| Equity Consideration | 7,500 RSUs granted (vested 8/17/2024) |
| Term & Renewal | Three-year term from Aug 15, 2023; auto-extends for successive one-year periods unless 30 days’ notice of non-extension |
| Termination | MSA may be terminated pursuant to its terms; includes certain covenants and mutual indemnification |
| Severance/CoC | No severance or change-in-control economics disclosed for Ziegler; severance disclosures in proxy pertain to CEO Walker only |
| Related Party | MSA with JZ Advisory is a related party transaction; Ziegler’s compensation table reflects fees paid to JZ Advisory |
| Compliance Policies | Insider Trading Policy adopted Mar 25, 2025; Compensation Recovery Policy and Anti-Hedging/Anti-Pledging sections included in proxy |
Additional Governance and Process Notes
- NEOs for 2024 were CEO Marlan Walker and PFAO Joseph Ziegler; TXMD had one full-time executive employee (the CEO) with Ziegler serving under the MSA .
- The Compensation Committee held zero meetings in FY2024; Board held nine meetings; Audit Committee held four .
- Section 16(a) compliance: company indicates all required insider ownership reports were filed for FY2024 .
Investment Implications
- Pay-for-performance alignment: Ziegler’s structure is primarily fixed consulting fees plus a one-time, time-based RSU grant that fully vested in Aug 2024, with no disclosed annual incentive payouts. This reduces ongoing performance linkage versus PSUs/options and suggests limited incremental equity sensitivity going forward absent new awards .
- Selling pressure/overhang: As of Oct 20, 2025, Ziegler beneficially owned 7,500 shares (<1%); with no unvested awards outstanding, there is minimal scheduled vesting supply near term .
- Retention risk: The MSA runs through Aug 2026 with auto-renewal and is terminable under its terms; no severance/change-in-control economics are disclosed for Ziegler. As an outside consultant, retention rests on ongoing economics and renewals rather than traditional executive employment protections .
- Alignment safeguards: Presence of Anti-Hedging/Anti-Pledging policy and an updated Insider Trading Policy indicate baseline governance controls; however, with small ownership and no ongoing performance equity, direct pay-stockholder alignment is modest unless future grants are made .
- Company performance context: TSR deterioration and negative/low profitability in 2023–2024 frame a tougher backdrop; revenue increased modestly in 2024 off a much smaller base post-2022, and EBITDA remained negative* .
*Values retrieved from S&P Global.