Barry Michaels
About Barry D. Michaels
Barry D. Michaels (age 75) is an independent director of Zynex, Inc., serving on the Board since 2018; he is a retired senior executive with more than 35 years of financial and general management experience in medical device and biotechnology, including CFO roles at multiple public and private companies and leadership roles at Medtronic, Johnson & Johnson, and Baxter Healthcare . He holds a BA in Audiology and an MBA in Finance from San Diego State University, completed UCLA’s Executive Program, and passed the UCLA Director’s Education Program certification exam; he has raised nearly $800 million in capital, taken two companies public, and led three private-company liquidity events . He is designated the Board’s “audit committee financial expert” under SOX Section 407 and Item 407(d)(5) of Regulation S‑K . Zynex’s Board has determined he is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic; Johnson & Johnson; Baxter Healthcare | Senior executive roles (general/financial management); President of a Johnson & Johnson division | Not disclosed | Extensive industry operating experience |
| Cardima, Inc. (public) | Chief Financial Officer | Not disclosed | Part of >$800M capital raised; public company CFO experience |
| Lipid Sciences, Inc. (public) | CFO; Acting CEO | Not disclosed | Led capital raising and liquidity events |
| ICN Biomedicals, Inc. (public) | CFO | Not disclosed | Public company finance leadership |
| IntraTherapeutics, Inc. (private) | CFO | Not disclosed | Private company finance leadership |
| VIA Medical (public) | CFO | Not disclosed | Public company finance leadership |
| Webster Laboratories (private) | CFO | Not disclosed | Private company finance leadership |
| Independent consultant (medical device/biotech) | Consultant to senior management and boards | Since 1997 (ongoing as described) | Organizational, operational, and financial advisory |
| Cumulative impact | — | — | Raised nearly $800M; took two companies public; led three private-company liquidity events; added 1,100+ jobs; increased shareholder value by >$2B |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in Zynex’s 2025 proxy |
| Prior public company boards | Not disclosed as board directorships; prior roles listed as CFO/acting CEO (see Past Roles) |
| Private/non-profit/academic boards | Not disclosed for Michaels in proxy; (other directors’ outside roles are described separately) |
Board Governance
- Board status: Independent director; Audit Committee Chair; member of Compensation Committee; member of Nominating & Governance Committee .
- Independence: Determined “independent” by the Board under Nasdaq rules .
- Financial expert: Identified by the Board as the Audit Committee’s “financial expert” under SOX 407 and Item 407 of Reg S‑K .
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board meetings; Audit Committee met 4 times and each member attended at least 75%; Compensation met once; Nominating & Governance met 4 times .
- Engagement: Independent directors meet regularly in executive sessions; all directors attended last year’s annual meeting of stockholders .
- Board leadership: Combined Chair/CEO (Thomas Sandgaard); Board has no Lead Independent Director .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Chair | 4 | Board-designated financial expert; committee members independent |
| Compensation | Member | 1 | All members independent |
| Nominating & Governance | Member | 4 | All members independent |
Fixed Compensation (Director)
| Component | Policy/Amount | Source |
|---|---|---|
| Board annual retainer (cash) | $40,000 (paid quarterly) | |
| Committee chair fees (cash) | Audit $15,000; Compensation $10,000; Nominating & Governance $10,000 | |
| Committee member fees (cash) | $5,000 per committee (non-chair) | |
| Equity – initial | 20,000 restricted shares upon joining; vests quarterly over 3 years | |
| Equity – annual | 10,000 restricted shares upon re‑election; vests quarterly over 3 years |
| 2024 Director Compensation (Barry D. Michaels) | Amount ($) |
|---|---|
| Cash fees | 65,000 |
| Stock awards (grant-date fair value) | 110,000 |
| Total | 175,000 |
Mix: cash $65,000 vs. equity $110,000 (equity-heavy structure supports alignment) .
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| Restricted share grants | 10,000 shares annually upon re‑election; vests quarterly over 3 years | None disclosed for directors (time-based vesting only) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None disclosed in ZYXI proxy |
| Interlocks with ZYXI competitors/suppliers/customers | None disclosed |
| Related-party transactions | None >$120,000 involving directors/officers/5% holders in last fiscal year; Nominating & Governance Committee oversees related party transactions policy |
Expertise & Qualifications
- Qualifications: Deep finance and operating background in medical devices/biotech; CFO for multiple public companies; acting CEO experience; significant capital markets execution (>$800M raised), IPO experience, and value creation track record (> $2B shareholder value per proxy bio) .
- Education: BA Audiology; MBA Finance (San Diego State University); UCLA Executive Program; UCLA Director’s Education certification .
- Regulatory/board credentials: Board‑designated audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Barry D. Michaels | 73,334 | <1% (“*”) | Includes 834 RS that vest within 60 days of 3/18/2025 |
- Pledging/hedging: No pledging disclosed; company maintains an insider trading policy restricting trading while in possession of MNPI and establishing window periods; policy text does not specifically disclose hedging/pledging prohibitions in the proxy .
- Ownership guidelines (directors): Not disclosed in the proxy; equity is used for alignment through time‑based grants .
Governance Assessment
-
Positives for investor confidence
- Independent audit chair with “financial expert” designation; strong finance and capital markets resume relevant to oversight of reporting, controls, and auditor interactions .
- Committee coverage across audit, compensation, and nominating/governance enhances cross‑functional oversight and continuity .
- Engagement: At least 75% attendance at Board and committee meetings; all directors attended the last annual meeting; regular executive sessions of independent directors .
-
Watch items / potential red flags
- Internal control material weakness (IT general controls) reported for 2023 and 2024; valuation of certain accounts receivable weakness remediated in 2024—ongoing ICFR oversight remains a key priority for the Audit Committee led by Michaels .
- Combined Chair/CEO and no Lead Independent Director; while permissible, this can concentrate agenda‑setting power and may reduce independent counterbalance .
- Ownership concentration: CEO beneficially owns ~47.35% of shares, which can limit minority shareholder influence; reinforces the need for robust independent director oversight .
- Board diversity: The proxy states there is currently no woman or person from a minority group on the Board, though the company cites diverse senior management and workforce; this remains a governance optics/engagement risk for some investors .
Insider Trading and Section 16 Compliance
| Topic | 2024 Status |
|---|---|
| Section 16(a) filings | All directors/officers and >10% holders complied, except one late report by the CEO (not Michaels) |
Notes:
- Independence: The Board affirmed independence of non‑employee directors, including Barry D. Michaels .
- No related‑party transactions involving directors/officers >$120,000 were disclosed for the last fiscal year .
- Clawback: Board adopted a clawback policy compliant with Nasdaq/SEC Rule 10D‑1, applying to current/former Section 16 officers (policy scope described in proxy) .