Steven Dyson
About Steven Dyson
Steven Dyson, 52, became CEO of Zynex on August 18, 2025, and joined the Board the same day; he previously served 25+ years in global healthcare private equity, most recently as Global Co‑Head of Healthcare at Apax Partners (2012–2025). He holds a Ph.D. in Developmental Biology from the University of Cambridge and an M.A. in Biochemistry from the University of Oxford . As CEO, his annual cash bonus is target 100% of base with quarterly installments, and he has a transaction-based Success Fee tied to change‑of‑control value creation rather than traditional equity; 2025 bonus goals were to be set by September 30, 2025 . The Board chair/CEO roles are now separated (Chair: Thomas Sandgaard), addressing a prior combined role disclosed in the 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Apax Partners | Global Co‑Head of Healthcare | 2012–2025 | Led investments across medtech, biopharma and services; deep transaction and operating experience . |
| Apax Partners | Various investment/operational roles | 2000–2012 | Built healthcare investing expertise ahead of leadership role . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Advantage Mentoring CIC (UK) | Founder & Chair | 2022–present | Community mental health mentorship; non‑profit governance exposure . |
| Dyson Properties Ltd (UK) | Part owner | Ongoing | Family commercial real estate; passive ownership >5% . |
| Synaptive Medical (Canada) | Prospective Board member, investor | Target 2025 | Neuro/spine surgical tech; prospective role subject to approvals . |
| Risolv Health Ltd (UK) | Prospective Board member, investor (>5% likely) | Target 2025 | Consumer health OTC portfolio build‑out; prospective role subject to approvals . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $750,000 initial annual base salary . |
| Annual bonus (cash) | Target up to 100% of base; paid quarterly if milestones met; 2025 bonus prorated with goals set by 9/30/2025 . |
| Benefits | Eligible for executive benefit plans; PTO accrual 28 days/year; UK pension auto‑enrolment per side letter . |
| Work location | Primary residence London; ~120 days/year at Colorado HQ; Company to avoid U.S. tax residency . |
Performance Compensation
| Metric/Instrument | Weighting | Target/Structure | Payout mechanics | Vesting |
|---|---|---|---|---|
| Annual bonus (cash) | Not disclosed | Target 100% of salary; milestones set by Compensation Committee (executive and company performance) | Quarterly installments; Q4 installment within 75 days of fiscal year end | No vesting; service through bonus period required . |
| Success Fee (Change of Control) | N/A (event‑based) | 5% of Net Proceeds above $100,000,000 baseline threshold | Paid in cash or same consideration as shareholders at closing and subsequent earnout/escrow releases (subject to 409A cap) | Vests 1/12 on each quarterly anniversary from Start Date; unvested portion fully vests upon Change of Control while in service . |
Notes:
- Net Proceeds equal total consideration received/receivable by holders, fully diluted, excluding out‑of‑the‑money instruments; baseline threshold adjusts for dividends/recaps .
- If deal is <100% stock purchase or an asset sale, formulas adjust per agreement .
Equity Ownership & Alignment
- Equity grants: In lieu of initial and annual equity awards, Dyson receives the Success Fee structure; no standard RSUs/options are specified in his agreement (reduces dilution but concentrates incentives on strategic transaction outcomes) .
- Initial beneficial ownership filing: A Form 3/4 was reported on/around September 2, 2025 for “Dyson Steven Lewis” (details not provided on share count) .
- Insider trading policy restricts trading windows; no specific pledging prohibition disclosed in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Start date | August 18, 2025 . |
| Contract nature | At‑will; arbitration agreement included . |
| Non‑compete / Non‑solicit | Non‑compete for 18 months post‑termination in U.S. “Restricted Business”; employee/contractor non‑solicit during employment and 18 months post‑termination; customer non‑solicit during employment and 18 months . |
| Indemnification | New form of director/officer indemnification agreement executed for all officers/directors effective June 30, 2025 . |
| Clawback | Company Nasdaq‑compliant clawback; Employment Agreement states future clawbacks do not apply to Success Fee or pre‑adoption equity and includes misconduct clawback tied to court finding of willful misconduct/fraud; Company advances legal fees per indemnification . |
| Severance (no CoC) | If terminated without cause or resigns for Good Reason: 18 months of base salary; monthly cash equal to employer portion of health benefits for up to 12 months; subject to release and covenants . |
| Market Cap Severance (if no CoC before termination) | Cash (or registered shares) equal to 5% of Termination Date Market Cap above baseline threshold (with special tier for Start Date Market Cap > baseline), vesting on same quarterly schedule as Success Fee; no entitlement if resigns without Good Reason within first year; illustrated payout examples provided in agreement . |
| 280G treatment | 50% excise tax gross‑up on “parachute” excise tax (shareholder‑unfriendly) with accountant determination and true‑up . |
| Place of work / UK terms | UK law side letter covers pension auto‑enrolment (min 3% Company/5% employee), UK holiday integration, working time opt‑out, UK notice/pay in lieu alignment, data protection; disputes on UK statutory rights under England and Wales law . |
Board Governance
- Appointment and composition: On August 18, 2025, the Board expanded from four to five directors and elected Dyson as a director. He will not receive additional compensation for Board service .
- Leadership structure: As of March 28, 2025, the proxy disclosed CEO/Chair roles were combined and no Lead Independent Director; following Dyson’s appointment, roles are split (Chair: Thomas Sandgaard; CEO: Dyson). The Board still discloses no LID role in the proxy period .
- Committee structure (proxy period): Audit (Chair Michaels), Compensation (Chair Cress), Nominating & Governance (Chair Disbrow); all committee members independent under Nasdaq .
- Meeting cadence (2024): Board met 5 times; each director ≥75% attendance; Audit met 4x; Compensation met 1x; N&G met 4x .
Director Compensation (Dyson)
- No additional cash or equity compensation for Dyson’s director role per August 18, 2025 8‑K .
- Non‑employee director pay (context from proxy): cash retainers and annual RSU grants (not applicable to Dyson as an employee director) .
Compensation Structure Analysis
- Shift away from equity toward event‑based Success Fee: Dyson’s package replaces traditional RSUs/options with a substantial 5% Success Fee on value above $100M at Change of Control, vesting quarterly with full vesting at CoC. This concentrates incentives on strategic transaction and shareholder value realization at exit, not ongoing TSR/operating targets .
- Cash orientation and quarterly mechanics: Target 100% cash bonus with quarterly installments provides frequent performance calibration but lacks disclosed metric weightings; goals set by the Compensation Committee (2025 timing specified) .
- Potential pay magnitudes: Illustrative example in the agreement shows a $12.5M Success Fee at $350M Net Proceeds (if 100% vested), and a Market Cap Severance example totaling up to $10M (if 100% vested on $200M excess), underscoring material upside aligned with deal value and market cap at termination .
- Shareholder‑unfriendly features: 50% 280G gross‑up and carve‑out from future clawbacks for the Success Fee/equity granted prior to adoption (though Company maintains Nasdaq‑compliant clawback) .
Risk Indicators & Red Flags
- Significant change‑of‑control incentive (5% above $100M) that could bias toward strategic transactions; mitigated by quarterly vesting requirement and continued service condition .
- Excise tax gross‑up (50% of computed amount) is viewed negatively in governance assessments .
- No Lead Independent Director noted in proxy period; however, separation of Chair and CEO roles occurred upon Dyson’s appointment (mitigating prior concentration) .
- Internal control weaknesses disclosed (ITGC material weakness; A/R valuation weakness remediated by 2024) plus auditor transition to CBIZ post‑Marcum resignation; increases oversight burden on CEO and Audit Committee .
Say‑on‑Pay & Shareholder Feedback
- The 2025 proxy enumerates Compensation Committee responsibilities (including say‑on‑pay frequency planning) but does not disclose a 2025 say‑on‑pay vote in the items presented; no vote outcomes provided for say‑on‑pay in the cited proxy .
Performance & Track Record
- Background: 25+ years in healthcare investing with Apax; advanced science education (Cambridge/Oxford) .
- Zynex communications: As CEO and Director, Dyson appeared on the Q3 2025 earnings call (prepared remarks transcript) .
Compensation & Ownership Tables
Key Compensation Terms
| Item | Amount/Term | Source |
|---|---|---|
| Base Salary | $750,000 | |
| Target Annual Bonus | 100% of base (cash) | |
| Bonus Timing | Quarterly installments; 2025 goals by 9/30/2025; Q4 installment within 75 days of year‑end | |
| Success Fee (CoC) | 5% of Net Proceeds above $100,000,000 baseline | |
| Success Fee Vesting | 1/12 each quarter from Start Date; full vest at CoC if in service | |
| Market Cap Severance (if no CoC before termination) | 5% of Termination Date Market Cap above baseline (with special tier when Start Date Market Cap > baseline); same vesting as Success Fee | |
| Severance (no CoC) | 18 months base salary; up to 12 months COBRA‑equivalent cash; subject to release | |
| 280G Treatment | 50% excise tax gross‑up |
Board Service
| Item | Detail | Source |
|---|---|---|
| Board Appointment | Elected director on August 18, 2025 | |
| Board Size Change | Increased from 4 to 5 directors; Dyson filled vacancy | |
| Director Compensation | None for Dyson’s Board service | |
| Chair/CEO Split | Chair remains Thomas Sandgaard; Dyson is CEO | |
| Lead Independent Director | None disclosed in proxy period |
Trading and Ownership (available disclosures)
| Item | Detail | Source |
|---|---|---|
| Initial Beneficial Ownership | Form 3/4 reported around 2025‑09‑02 for “Dyson Steven Lewis” (details not shown) | |
| Insider Trading Policy | Windowed trading; prohibits trading on MNPI |
Compensation Committee Analysis (context)
- Committee chaired by independent director Michael Cress; members Michaels and Disbrow; uses comparator data and oversees CEO goals and compensation plan design .
- The committee’s remit includes stock ownership guidelines for executives and monitoring compliance, though specific CEO guideline multiples were not disclosed in the proxy .
Related Party Transactions
- None disclosed involving Dyson; company policy requires N&G Committee review of related party transactions >$120,000 .
Investment Implications
- Alignment and incentives: The Success Fee and Market Cap Severance strongly tie Dyson’s upside to transaction value and market cap, creating a clear incentive for strategic alternatives and rapid value realization, while reducing equity dilution. Expect prioritization of operational fixes that support valuation, optionality for M&A, and tight cost/controls given recent ITGC weakness .
- Governance signal: Separation of Chair/CEO is a positive governance shift versus the 2025 proxy period; lack of a Lead Independent Director persists, but committee independence remains intact .
- Shareholder‑unfriendly features: The presence of a 280G gross‑up and Success Fee clawback carve‑out may draw scrutiny in say‑on‑pay reviews and from governance‑focused investors .
- Trading/overhang: With no traditional equity grants to Dyson, near‑term insider selling pressure from CEO awards should be limited; however, large inducement awards to other incoming executives (CFO, CLO) introduce incremental equity overhang and vesting‑linked selling potential over time .