Michael Cress
About Michael Cress
Independent director since 2018; age 67. Chairman and Managing Partner of MD Cress Ventures with prior leadership roles across hospitals and healthcare services; brings M&A and strategic planning expertise. Determined independent under Nasdaq rules; no material relationships with Zynex reported. Board met five times in FY 2024 and each director attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Healthcare Group | President & CEO | Not disclosed | Led national hospital operator; strategic and operating leadership |
| Kindred Healthcare | VP, Business Development | Not disclosed | Deal-making, business development in a publicly traded regulated healthcare company |
| Vencor Hospital of San Diego | CEO | Not disclosed | Hospital operations leadership |
| University of Kansas | Adjunct Professor, Masters of Healthcare Administration | Not disclosed | Academic engagement in healthcare administration |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| MD Cress Ventures | Chairman & Managing Partner | Private firm | Owns/operates/advises healthcare companies |
| Rachel’s Challenge | Board member | Non-profit | Community/education focus |
| The Sandgaard Foundation | Board member | Non-profit | Philanthropy |
| Linley Capital | Board/Advisory | Private | Investment/advisory board role |
| NavigAide | Board/Advisory | Private | Advisory role |
| Knobl | Board/Advisory | Private | Advisory role |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Governance Committee .
- Independence: Board unanimously determined Cress independent under Nasdaq Rule 5605; no related-party transactions reported for FY 2024 .
- Attendance and engagement: Board met 5 times in FY 2024; each director attended ≥75%. Audit Committee met 4 times; Compensation Committee met 1 time; Nominating & Governance met 4 times; each member attended ≥75% of their committee meetings .
- Board leadership: CEO also serves as Chair; no Lead Independent Director; independent directors meet regularly in executive session .
- Audit oversight context: Signed Audit Committee Report; firm transition from Marcum to CBIZ; company disclosed material weaknesses in IT general controls; accounts receivable valuation weakness remediated in 2024 .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual Board Cash Retainer | $40,000 |
| Audit Committee Member Fee | $5,000 |
| Compensation Committee Chair Fee | $10,000 |
| Nominating & Governance Member Fee | $5,000 |
| Total Cash Fees (actual) | $60,000 |
| Annual Director Equity Grant (upon re-election) | 10,000 restricted shares; vests quarterly over 3 years |
| Stock Awards Grant-Date Fair Value (actual) | $110,000 |
| Initial Equity Grant (upon joining board) | 20,000 restricted shares; vests quarterly over 3 years |
The company states it does not provide deferred compensation, health, or other personal benefits to directors; reasonable out-of-pocket expenses are reimbursed .
Performance Compensation
| Item | FY 2024 |
|---|---|
| Performance-based director awards (metrics: revenue, EBITDA, TSR, ESG) | Not disclosed |
| Equity vesting terms | Time-based; quarterly over 3 years for director grants |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Related party transactions | None >$120,000 reported; related-party review overseen by Nominating & Corporate Governance Committee |
Expertise & Qualifications
- Healthcare operating leadership in hospitals and regulated care; M&A and strategic planning experience .
- Compensation governance: As Chair, oversees CEO and executive compensation, incentive/equity plans, ownership guidelines, and say‑on‑pay cadence .
- Audit oversight: Member with financial management expertise standard; co-authored Audit Committee Report .
- Corporate governance: Member of Nominating & Governance Committee; board independence and governance guidelines oversight .
Equity Ownership
| Metric | As of March 18, 2025 |
|---|---|
| Total beneficial ownership (shares) | 73,334 |
| Ownership (% of outstanding) | <1.0% |
| Restricted shares vesting within 60 days | 834 |
Governance Assessment
- Strengths: Independent director with deep healthcare operations and strategic/M&A experience; chairs Compensation Committee and serves on Audit and Nominating & Governance, indicating broad governance engagement . Attendance meets/exceeds 75% thresholds across board and committees, suggesting active participation . Director pay includes meaningful equity grants with multi‑year vesting, supporting ownership alignment .
- Risks/Red Flags: No Lead Independent Director with CEO also serving as Board Chair, a potential check‑and‑balance weakness . Company disclosed material weaknesses in ITGC; as Audit Committee member, oversight quality is in focus until remediation is fully sustained . Prior bankruptcy at Accurate Respiratory, LLC (indirectly managed via MD Cress Ventures) may raise questions on past stewardship in a different entity, though case closed and obligations completed .
- Conflicts: Proxy reports no related‑party transactions in FY 2024; formal policies for related‑party review and insider trading are in place, reducing perceived conflicts. Continued monitoring warranted for any MD Cress Ventures intersections with Zynex business .
Overall: Cress presents as a seasoned healthcare operator with robust committee responsibility and independence. Equity‑heavy director compensation and disclosed attendance support alignment and engagement; board leadership structure and company-level control weaknesses remain areas for investors to watch .