Thomas Sandgaard
About Thomas Sandgaard
Founder of Zynex (1996), Thomas Sandgaard serves as Chairman, President, and Chief Executive Officer; he is not an independent director and currently chairs the Board without a Lead Independent Director . Age 66; electronics engineering degree (University of Southern Denmark) and MBA (Copenhagen Business School); prior management roles at ITT, Siemens, and Philips Telecom focused on international sales/distribution, technology transfer, M&A, and marketing . He currently does not hold, and has not held in the past five years, any public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zynex, Inc. | Founder; Chairman, President, CEO | 1996–present | Founder-led; long-tenured executive leadership |
| ITT | Middle/Senior Management (Intl. sales, tech transfer, M&A, marketing) | Not disclosed | Built cross-border commercial/tech transfer experience |
| Siemens | Middle/Senior Management (Intl. sales, tech transfer, M&A, marketing) | Not disclosed | Same functional expertise |
| Philips Telecom | Middle/Senior Management (Intl. sales, tech transfer, M&A, marketing) | Not disclosed | Same functional expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (last 5 years) | None | — | No current or prior public directorships disclosed |
Board Governance
- Board structure: 4 directors; 3 are independent (Michaels, Cress, Disbrow) with Mr. Sandgaard as the only management director .
- Independence: Board has determined the three non-employee directors are independent under Nasdaq rules; Mr. Sandgaard is not independent as CEO/Chair .
- Leadership: CEO also serves as Chairman; no Lead Independent Director .
- Committees and chairs: Audit (Chair: Michaels), Compensation (Chair: Cress), Nominating & Governance (Chair: Disbrow); committee rosters comprise only the three independent directors—no committee membership disclosed for Mr. Sandgaard .
- Meetings/attendance (2024): Board met 5 times; Audit 4; Compensation 1; Nominating & Governance 4; each director attended at least 75% of applicable meetings .
- Executive sessions: Independent directors meet regularly in executive sessions .
- Related-party policy and disclosure: Nominating & Governance Committee reviews related-party transactions; none over $120,000 disclosed for the last fiscal year .
- Internal controls and auditor transition: Material weakness in IT general controls persisted in 2024; receivables valuation weakness remediated in 2024; Marcum resigned Mar 26, 2025 and CBIZ appointed for FY25 .
Fixed Compensation
| Component | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Base salary | $700,000 | $650,000 | 2025 base salary increased to $735,000 effective Jan 1, 2025 |
| Benefits/perquisites (All Other Compensation) | $8,727 (health/dental) | $38,142 (includes $29,937 tax gross-up; health/dental) | Company pays 100% of CEO health and dental; prior vehicle/perk in 2022 |
| Director fees | N/A | N/A | Director retainers/fees apply to non-employee directors only |
- Employment agreement: None. Upon termination, only amounts earned to date are payable; no severance or change-in-control terms apply to Mr. Sandgaard .
Performance Compensation
| Element | Metric(s) | 2024 Outcome | Vesting/Structure |
|---|---|---|---|
| Annual/Quarterly Cash Incentive | Revenue; Adjusted EBITDA | $170,625 paid for 2024 performance | Paid based on quarterly/annual performance |
| Performance-based Equity (RS) | Revenue; Adjusted EBITDA | 12,235 shares earned for 2024 targets | Performance RS typically vest quarterly over 2 years (12.5%/qtr) |
| CEO Equity Grants in 2024 | RS awards | 2,563 (4/30/24); 2,760 (7/30/24); 6,912 (10/29/24); grant-date fair value $28,116; $22,687; $61,655 | Performance and time-based RS vesting as disclosed |
- 2025 incentive opportunity: Up to $1,102,500 cash and $300,000 RS based on quarterly revenue and Adjusted EBITDA targets .
- Pay-versus-performance context: Company TSR (Dec 31 base) fell to $65.44 in 2024 from $88.97 in 2023 and $113.64 in 2022, while net income declined to $3.0M in 2024 from $9.7M in 2023; “compensation actually paid” to CEO decreased to $939,022 in 2024 from $1,163,358 in 2023 .
- Compensation benchmarking: 2024 study using 16 small/mid-cap medtech peers (e.g., Accuray, AtriCure, Inogen, Tactile Systems Tech) informed pay levels; not sole determinant .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (last 5 years) | None disclosed |
| Not-for-profit/other boards | Not disclosed for Mr. Sandgaard; note: independent director Michael Cress serves on The Sandgaard Foundation, indicating a potential relational tie within the board network . |
Expertise & Qualifications
- Founder-operator with deep company/domain knowledge; engineering and MBA credentials .
- International sales, distribution, technology transfer, M&A, and marketing experience across telecom/medical equipment (ITT, Siemens, Philips) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Thomas Sandgaard | 14,317,141 | 47.35% | Includes 4,400 options exercisable within 60 days and 3,748 RS vesting within 60 days |
- Ownership alignment: Very high insider ownership; however, proxy does not disclose any pledging; no related-party transactions reported for the last fiscal year .
Governance Assessment
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Strengths
- Founder alignment via 47.35% ownership; direct economic exposure to performance .
- Three fully independent board committees chaired by independent directors; regular executive sessions .
- Clear incentive linkage to revenue and Adjusted EBITDA; presence of clawback policy compliant with Nasdaq Rule 10D-1 .
-
Risks and potential red flags
- Combined CEO/Chair with no Lead Independent Director reduces independent counterbalance at the board level .
- Concentrated control (near-majority stake) can limit minority shareholder influence on governance matters .
- Persisting IT general controls material weakness in 2024 indicates internal control risk and higher oversight demands on audit governance .
- Section 16(a) compliance lapse: one late ownership filing by Mr. Sandgaard in 2024 .
- 2023 tax gross-ups on equity vesting for executives (including Mr. Sandgaard) are shareholder-unfriendly practices, though not repeated in 2024 .
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Additional observations
- No employment agreement, severance, or change-in-control protection for the CEO; retention relies on pay and ownership rather than contractual protections .
- No related-party transactions disclosed, but note that an independent director (Cress) serves on The Sandgaard Foundation—while not a related-party transaction, it constitutes a relationship within the board’s network that investors may monitor for independence perceptions .
Overall: Board independence at the committee level is solid, but CEO/Chair concentration and lack of Lead Independent Director, combined with internal control weaknesses and a past Section 16(a) lapse, are watch items for investors assessing governance quality and risk oversight effectiveness .