Stavros G. Vizirgianakis
About Stavros G. Vizirgianakis
Stavros G. Vizirgianakis, 54, is an independent Chair of the Board at Xtant Medical (XTNT), serving since August 2022 when he joined the Board in connection with a private placement; his background includes senior leadership in medical devices (ex-CEO of Misonix) and commercial/operations roles at Tyco Healthcare and U.S. Surgical, with a Degree in Commerce from the University of South Africa . He previously held director nomination rights as the lead investor in the 2022 private placement (rights terminated October 7, 2024), and currently leads the Board while remaining independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Misonix, Inc. | President & CEO | Sept 2016 – Oct 2021 | Led company through acquisition by Bioventus in 2021 |
| Ascendis Health (Ascendis Medical) | Managing Director | Jan 2014 – Jul 2016 | Oversaw medical division after co-founding Surgical Innovations (later part of Ascendis) |
| Tyco Healthcare (South Africa) | General Manager | Prior to 2006 | General management in South Africa market |
| U.S. Surgical Corporation | Director of Sales, Sub-Saharan Africa | Prior to Tyco role | Regional sales leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Apyx Medical Corporation (NASDAQ: APYX) | Chair of the Board | Current | Advanced energy tech company |
| Medinotec, Inc. (OTCQX: MDNC) | Director | Current | Medical device company |
| Bioventus Inc. | Director | Former | Prior public board experience |
| Tenaxis Medical, Inc. | Director | Former | Prior board experience |
Board Governance
- Leadership: Independent Chair of the Board since August 2022; CEO (Sean Browne) is separate, providing balanced oversight and governance .
- Independence: Board determined Mr. Vizirgianakis is independent under NYSE American standards .
- Committee assignments (as of Sept 9, 2025): Chair, Nominating & Corporate Governance Committee; not a member of Audit or Compensation; prior to Aug 1, 2025 he served on Nominating & Corporate Governance while another director chaired .
- Attendance and engagement: Board met 17 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee (2024) | Meetings Held (2024) | Mr. Vizirgianakis Role |
|---|---|---|
| Audit | 5 | Not a member |
| Compensation | 3 | Not a member |
| Nominating & Corporate Governance | 2 | Member in 2024; Chair as of 2025 (post Aug 1) |
Fixed Compensation (Director)
| Description | Amount | Notes |
|---|---|---|
| Board Chair annual cash retainer (2024 program) | $110,000 | Chair premium retainers by committee also disclosed (Audit Chair $22,500; Comp Chair $16,250; N&CG Chair $10,000; member fees as listed) |
| 2024 actual fees earned (Mr. Vizirgianakis) | $115,000 | Includes Chair and any committee retainers |
Program design: Non-employee directors receive annual cash retainers and initial/annual equity grants; annual equity for 2024 was granted August 15, 2024 .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| 2024 Annual Equity (all non-employee directors other than Chair) | 162,162 RSUs/DSUs each, granted Aug 15, 2024 |
| 2024 Additional Chair Equity (Mr. Vizirgianakis) | 748,648 DSUs granted Aug 15, 2024, reflecting Chair role and time commitment |
| 2024 Stock Awards grant date fair value (Mr. Vizirgianakis) | $449,189 |
| Options outstanding as of 12/31/2024 (Mr. Vizirgianakis) | 42,345 options |
| Director compensation limits (plan feature) | $400k annual cap per non-employee director; $600k for Board Chair/Lead Independent Director |
| Governance features of plan | No repricing without shareholder approval; no tax gross-ups; clawback provisions; no evergreen |
Director equity awards are time-based RSUs/DSUs (not performance-conditioned); performance awards discussed in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Apyx Medical (APYX) | Chair | Medtech peer; no disclosed related-party transactions with XTNT |
| Medinotec (MDNC) | Director | Medtech peer; no disclosed related-party transactions with XTNT |
Expertise & Qualifications
- Public company CEO experience; medical device and orthobiologics domain expertise; sales/marketing; operations/manufacturing; financial/accounting; international; M&A; governance, per Board’s skills matrix .
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Breakdown/Notes |
|---|---|---|---|
| Stavros G. Vizirgianakis | 8,449,102 shares | 5.9% | Includes 5,995,355 common, 966,418 vested DSUs, 42,345 options, 1,444,984 warrants as of Sept 9, 2025 |
| Unvested director equity (at 12/31/2024) | 748,648 DSUs | n/a | Unvested and not counted in beneficial ownership unless vesting within 60 days |
- Anti-hedging/anti-pledging: Company practice bars hedging/pledging; “What we don’t do” includes “No pledging of Xtant securities” .
- Clawback: Company adopted a mandatory clawback policy effective Oct 1, 2023 (executive incentive comp) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-11-15 | 2025-11-18 | A (Award) | 553,797 common | $0.00 | 7,515,570 | https://www.sec.gov/Archives/edgar/data/1453593/000155983425000006/0001559834-25-000006-index.htm |
| 2024-08-15 | 2024-08-19 | A (Award) | 505,405 common | $0.00 | 6,961,773 | https://www.sec.gov/Archives/edgar/data/1453593/000123580224000071/0001235802-24-000071-index.htm |
| 2024-08-15 | 2024-08-19 | A (Award) | 243,243 common | $0.00 | 6,456,368 | https://www.sec.gov/Archives/edgar/data/1453593/000123580224000071/0001235802-24-000071-index.htm |
| 2023-08-15 | 2023-08-17 | A (Award) | 217,770 common | $0.00 | 6,213,125 | https://www.sec.gov/Archives/edgar/data/1453593/000123580223000094/0001235802-23-000094-index.htm |
| 2023-08-15 | 2023-08-17 | A (Option grant) | 42,345 options | $1.20 | 42,345 options | https://www.sec.gov/Archives/edgar/data/1453593/000123580223000094/0001235802-23-000094-index.htm |
Pattern: Only awards/grants reported since 2023; no open-market sales disclosed in these filings [above Form 4 URLs].
Director Compensation Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash fees | $115,000 | ~20% (of total) |
| Stock awards (DSU) | $449,189 | ~80% (of total) |
| Total | $564,189 | 100% |
Values from Director Compensation Table; mix calculated from cited amounts .
Related-Party Exposure and Conflicts
- Prior nomination rights: As lead investor in the August 2022 private placement, he held director nomination rights and was appointed Chair; these rights terminated on October 7, 2024 .
- 2025 share sale and registration rights: On April 10, 2025, OrbiMed affiliates sold 73,114,592 XTNT shares to purchasers including funds affiliated with Nantahala and Carol Ann Vizirgianakis (his mother); while XTNT was not party to the stock purchase agreement, the company granted resale registration rights to the purchasers and agreed to customary indemnities and expenses .
- Board composition influence: Two directors (Jain, Lipschultz) were appointed at Nantahala’s request on August 1, 2025; the company states there is no investor rights agreement with Nantahala on board composition .
Say-on-Pay & Shareholder Signals
- Say-on-pay support: Over 98% approval at the 2024 Annual Meeting, indicating strong shareholder support for compensation practices .
- Frequency: Board recommends annual say-on-pay; frequency vote conducted in 2025 as required .
Compensation Committee Process and Controls
- Independent consultant: Mercer (US) Inc. engaged since August 2023 for executive and director compensation; no other services provided, independence assessed .
- Plan discipline: No option/SAR repricing without shareholder approval; no evergreen; no tax gross-ups; clawback provisions .
Governance Assessment
-
Positives:
- Independent Chair with deep medtech operating and M&A experience; separation from CEO role supports oversight .
- Strong ownership alignment: 5.9% beneficial ownership and equity-heavy director pay (≈80% equity in 2024) align incentives with shareholders .
- Governance features: No repricing, no tax gross-ups, anti-pledging/hedging practices, and a clawback policy enhance investor protections .
-
Watch items/RED FLAGS:
- Related-party optics: 2025 secondary sale included his mother among purchasers and company-provided registration rights—though customary, it creates perceived proximity to capital structure actions; monitor any future transactions for preferential treatment .
- Historical nomination rights: His 2022 investor nomination rights (now terminated) concentrated influence during a transitional period; continuing large stake and Chair role warrant attention to independence-in-fact despite formal independence .
- Concentrated shareholder influence: Nantahala (48.9%) requested two director appointments in 2025; while no formal agreement exists, this concentration may affect board dynamics and minority holder perceptions .