Joshua Disbrow
About Joshua R. Disbrow
Joshua R. Disbrow is an independent director of Zynex (ZYXI), serving since 2018. He is a 28-year life sciences executive across pharmaceuticals, diagnostics, and medical devices; he co-founded Aytu BioPharma in 2015 and is its CEO and a director on NASDAQ, with prior roles including COO of Ampio Pharmaceuticals and VP of Commercial Operations at Arbor Pharmaceuticals. He holds a BS in Management from North Carolina State University and an MBA from Wake Forest University. Age: 50.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aytu BioPharma | Co-founder, Chief Executive Officer; Director | Since 2015; led NASDAQ listing in 2017 | Took company public; current CEO and director |
| Ampio Pharmaceuticals | Chief Operating Officer | 2012–2015 (prior to Aytu) | Advanced anti-inflammatory biologics into late-stage clinical development |
| Arbor Pharmaceuticals | Vice President, Commercial Operations | Pre-2012 | Built commercial org from inception; scaled to >$250M revenue; company valued >$1B at PE acquisition |
| GSK | Sales | Early career | Commercial foundation in large-cap pharma |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Aytu BioPharma (NASDAQ) | Chief Executive Officer; Director | Public | Not disclosed in ZYXI proxy |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Member
- Compensation Committee: Member
- Nominating & Governance Committee: Chair
- Independence: Board deems Disbrow “independent” under Nasdaq Rule 5605(b)(1)
- Board attendance and engagement:
- Board met 5 times in FY2024; each director attended at least 75% of Board meetings during their tenure
- Audit Committee met 4 times; each member attended at least 75%
- Compensation Committee met 1 time
- Nominating & Governance Committee met 4 times
- Director since: 2018
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Payable quarterly |
| Nominating & Governance Chair fee | $10,000 | Annual cash for chair role |
| Audit Committee member fee | $5,000 | Annual cash for membership |
| Compensation Committee member fee | $5,000 | Annual cash for membership |
| Total Cash Fees (FY2024 actual) | $60,000 | Matches director compensation table for Disbrow |
- No deferred compensation, health, or other personal benefits provided to directors; reasonable out-of-pocket expenses reimbursed .
Performance Compensation
| Award Type | FY2024 Grant-Date Fair Value | Structure | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (RSUs) | $110,000 | Non-employee director annual equity | Time-based; company policy: initial 20,000 shares on joining (vest quarterly over 3 years) and 10,000 shares on annual re-election (vest quarterly over 3 years) | None disclosed (time-based; no performance conditions) |
- Options: None granted to non-employee directors in FY2024 (Disbrow shows “—” for option awards) .
- Clawback: Company adopted a clawback policy compliant with Nasdaq Rule 10D-1 (applies to incentive-based compensation for Section 16 officers) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Aytu BioPharma (NASDAQ) | CEO; Director | External public company CEO; no related-party transactions with ZYXI disclosed |
- Related-party transactions: None since the beginning of the last fiscal year involving >$120,000 with related persons (as defined by SEC rules) .
Expertise & Qualifications
- 28 years in life sciences across pharma, diagnostics, and med devices; senior operating and CEO experience
- Capital markets: led Aytu’s NASDAQ listing (2017)
- Commercial scaling: Grew Arbor Pharmaceuticals from pre-revenue to >$250M revenue; subsequent >$1B valuation at acquisition
- Regulated industry operating experience; governance qualifications articulated by ZYXI’s Nominating & Governance Committee criteria (which Disbrow chairs)
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Joshua R. Disbrow | 80,334 | <1% | Includes 834 shares of restricted stock vesting within 60 days of March 18, 2025 |
| Shares outstanding (context) | 30,227,354 | — | Outstanding as of record date March 18, 2025 |
- No pledged shares disclosed; no options reported for Disbrow in beneficial ownership footnotes .
Governance Assessment
-
Strengths
- Independent director with multi-committee engagement and chair role on Nominating & Governance—positions him to influence board composition, governance guidelines, and CEO succession planning .
- Consistent attendance threshold met at Board and committee levels (≥75%); overall Board and committee cadence suggests active oversight (5 Board meetings; Audit 4; N&G 4 in FY2024) .
- Cash compensation aligns mechanically with defined retainers and committee fees; equity compensation is straightforward and time-vested, supporting ongoing alignment without complex performance targets .
- No related-party transactions disclosed, and director independence affirmed under Nasdaq standards—reduces conflict-of-interest risk .
-
Watch items
- External workload: Concurrent CEO and director role at Aytu BioPharma may warrant ongoing monitoring for time-commitment/overboarding concerns, though no attendance shortfalls are disclosed (≥75% threshold met) .
- Incentive structure: Director equity is time-based (no PSUs or performance metrics), which is standard but offers limited performance linkage compared to performance-based equity structures .
-
Additional signals
- Section 16 compliance: Company reports compliance for FY2024 among officers and directors; a late filing was noted for the CEO (not Disbrow) .
- Committee oversight: As N&G Chair, Disbrow’s remit includes governance guidelines, board evaluations, director qualifications, and CEO succession planning—key levers of board effectiveness .