Troy Kirchenbauer

About Troy Kirchenbauer

Troy Kirchenbauer, 56, is an independent director and the Chairman of the Board at SCWorx (WORX). He was appointed to the board on October 31, 2024, and currently serves as Senior Vice President, Digital Supply at Vizient Inc. (since 2018); he holds a B.S. from Texas A&M University–Commerce and an MBA from the University of Dallas . The board has determined he is independent, and notes that independent directors have no relationship with the company beyond board service .

Past Roles

External Roles

Board Governance

• Current board role: Chairman of the Board; separate from the CEO role (CEO is Timothy A. Hannibal) .
• Independence: Board determined Kirchenbauer is independent under SEC and Nasdaq rules .
• Attendance: In 2024 the board met 7 times and committees met as below; all directors attended all board/committee meetings held during the period they served .
• Committee leadership and membership:
  • Compensation Committee: Chair (members: Kirchenbauer, Burke, Matozzo); met 1 time in 2024 .
  • Audit Committee: Member (Chair: Burke; members: Burke, Kirchenbauer, Matozzo); met 4 times in 2024 .
  • Nominating & Corporate Governance Committee: Member (Chair: Matozzo; members: Matozzo, Burke, Kirchenbauer); met 1 time in 2024 .
• Audit Committee engagement: Signed the Audit Committee’s report recommending inclusion of FY2024 audited financials in the 10-K .

Fixed Compensation

• Policy note: Directors are currently entitled to reimbursement of reasonable travel and out-of-pocket expenses; the board may award special remuneration for special services. Other than noted, no director received or accrued compensation for director/committee service in 2023–2024 .

Performance Compensation

• Plan context: The proposed 2025 Equity Incentive Plan allows equity awards to employees, directors and consultants and includes recoupment provisions; it was up for shareholder approval with a 10,000,000 share reserve cap, subject to availability .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare supply chain and digital transformation leadership (data platforms, B2B marketplace, analytics) .
• Senior operating experience at Vizient managing data/commerce systems tied to >$230B in supply spend .
• Governance roles: Independent Chairman; Compensation Committee Chair; Audit and Nominating/Governance Committee member .
• Education: B.S. Texas A&M University–Commerce; MBA University of Dallas .
• Audit Committee financial expert designation resides with Michael Burke (Chair), not Kirchenbauer .

Equity Ownership

Insider trading and Section 16 compliance:

• The company states officers and directors filed required Section 16 reports on a timely basis for FY2024; no Form 4 transaction details are disclosed in the proxy .

Governance Assessment

• Strengths

  • Independent Chairman structure with CEO role separate; enhances oversight and accountability .
  • Committee breadth: Chairs Compensation Committee and serves on Audit and Nominating/Governance; indicates central role in board processes .
  • Attendance: Board and committee meetings achieved full attendance by directors for periods served in 2024 .
  • No related-party transactions disclosed involving Kirchenbauer; board asserts independent status with no relationships beyond board service .
  • Audit Committee engagement evidenced by co-signing the Audit Committee report recommending inclusion of audited statements .

• Alignment and risk considerations

  • Low direct ownership: 0 shares beneficially owned as of October 10, 2025 (<1%), limiting skin-in-the-game alignment signal .
  • No anti-hedging policy: Board has not adopted policies restricting hedging/derivative transactions by employees or directors, a governance red flag for alignment .
  • Director pay signal: No director cash retainers or equity awards disclosed for 2023–2024; while cost-efficient, this reduces direct equity linkage for outside directors .
  • Dilution context: Under the current board, the proxy sought approvals for multiple warrant/note issuances and increases to authorized shares (Common from 45,000,000 to 150,000,000), with the company explicitly warning of “material” dilution—an investor confidence consideration to monitor; these are board-level capital structure decisions, not specific to one director .
  • Shareholder support: Strong support in most recent election (487,837 “For” vs 36,627 “Withheld”) suggests investor acceptance of his nomination to date .