Corporate Governance

Corporate Governance Principles

Misonix corporate governance practices and policies promote fairness, transparency and accountability and reflect the Company’s commitment to integrity in its dealings with all of its stakeholders.

The Misonix Board of Directors regularly monitors developments in the area of corporate governance and reviews its policies and procedures in light of such developments as part of its ongoing commitment to good governance and business practices.

The Company’s corporate governance ensures that it remains in compliance with the rules and regulations promulgated by the SEC and the Nasdaq Stock Market, and that it implements any additional policies that it believes are in the best interests of the Company and the stakeholders.

The Board is a balanced and diverse group of leaders and is highly independent and well equipped to carry out its functions as a governing body on behalf of stockholders.

MANAGEMENT & DIRECTORS

Management Biographies


Stavros Vizirgianakis
Stavros Vizirgianakis
Chief Executive Officer and Director
Stavros G. Vizirgianakis became the Company’s Interim Chief Executive Officer in September 2016 and its full-time President and Chief Executive Officer in December 2016. Mr. Vizirgianakis has a distinguished career in the medical devices field having worked for United States Surgical Corporation as director of sales for sub-Saharan Africa and later Tyco Healthcare in the capacity of General Manager South Africa. In 2006, Mr. Vizirgianakis co-founded Surgical Innovations, which has become one of the largest privately owned medical device distributors in the African region, and now part of the Johannesburg Stock Exchange listed entity Ascendis Health. In that capacity, Mr. Vizirgianakis acted as a distributor of the Company’s products. Mr. Vizirgianakis was Managing Director of Ascendis Medical from January 2014 through July 2016. Mr. Vizirgianakis also served on the board of Tenaxis Medical and is a strategic investor and advisor to numerous medical device startups and established companies in this field. Mr. Vizirgianakis has a degree in commerce from the University of South Africa. The Board believes Mr. Vizirgianakis’ industry knowledge, sales and marketing experience and his vast international business relationships qualify him to serve as a Director.

Allan Staley
Allan Staley
President

Allan Staley has served at Misonix’s President since September 2019. He co-founded Solsys in 1999 and served as Chief Executive Officer from May 2015 to September 2019, when Solsys was sold to Misonix. From 2007 through May 2015, Mr. Staley served as the President of Solsys and ran its day-to-day operations, including managing reports for sales, marketing, finance, quality and market access. During that time, Mr. Staley led Solsys’ approximately $45M of equity capitalization and $20M of debt capitalization to grow the business. Mr. Staley created Solsys’ business relationship with LifeNet in 2010 to market and distribute TheraSkin and led the reimbursement strategy, and its tactical execution, to secure broad reimbursement coverage for TheraSkin. Prior to 2007, Mr. Staley was a business attorney for 21 years. Mr. Staley received his J.D. from the Marshall-Wythe School of Law at the College of William & Mary and his B.S. from Randolph-Macon College.


Joseph Dwyer
Joseph Dwyer
Chief Financial Officer
Joseph P. Dwyer has served as the Company’s Chief Financial Officer since August 2017 and as the Company’s Treasurer and Secretary since September 2017, and previously served as Interim Chief Financial Officer from September 2016 to August 2017. From June 2015 to the present, Mr. Dwyer has provided financial consulting and advisory services to various companies, through the firms Dwyer Holdings and TechCXO. Prior thereto, from November 2012 until June 2015, he was Chief Financial Officer of Virtual Piggy, Inc., a publicly-traded technology company. Prior to joining Virtual Piggy, Mr. Dwyer served as chief financial officer of OpenLink Financial, Inc., a privately held company, which provides software solutions for trading and risk management in the energy, commodity, and capital markets. During 2011 and 2012, Mr. Dwyer was a member of the board of directors and chairman of the audit committee and served as interim chief administrative officer of Energy Solutions International, Inc., a privately-held company providing pipeline management software to energy companies and pipeline operators. From 2010 through 2011, Mr. Dwyer served as chief administrative officer of Capstone Advisory Group, LLC, a privately- held financial advisory firm providing corporate restructuring, litigation support, forensic accounting, expert testimony and valuation services. Mr. Dwyer served as a consultant to Verint Systems, Inc., a software company listed on the NASDAQ Global Market, from 2009 through 2010, assisting with SEC reporting and compliance. From 2005 through 2009, Mr. Dwyer served as chief financial officer and executive vice president of AXS-One Inc., a publicly traded software company. During 2004, Mr. Dwyer served as chief financial officer of Synergen, Inc., a privately held software company providing energy technology to utilities. Prior to 2004, Mr. Dwyer also served as chief financial officer and executive vice president of Caminus Corporation, an enterprise application software company that was formerly listed on the NASDAQ National Market, chief financial officer of ACTV, Inc., a digital media company that was formerly listed on the NASDAQ National Market, and chief financial officer of Winstar Global Products, Inc., a manufacturer and distributor of hair care, bath and beauty products until its acquisition by Winstar Communications, Inc. in 1995 when Mr. Dwyer went on to serve as senior vice president, finance of Winstar Communications. Mr. Dwyer received his BBA in Accounting from the University of Notre Dame in 1978 and is licensed as a Certified Public Accountant in the State of New York.

Sharon  Klugewicz
Sharon Klugewicz
Chief Operating Officer
Ms. Klugewicz has served as the Company’s Chief Operating Officer since March 2019. Until February 2019, she served as an executive at Chembio Diagnostic Systems, Inc. (“Chembio”), a manufacturer of diagnostic tests for infectious diseases, where she most recently served as Chief Quality & Regulatory Affairs Officer since July 2018. Prior to her role as Chief Quality & Regulatory Affairs Officer, Ms. Klugewicz served in various roles for Chembio, including President, Americas Region, acting CEO from May 2017 to October 2017, Chief Operating Officer from May 2013 to August 2016 and Vice President, QA/QC/Technical Operations. Prior to joining Chembio in September 2012, Ms. Klugewicz, served as Senior Vice President, Scientific & Laboratory Services at Pall Corporation, a world leader in filtration, separation and purification technologies. Prior to that, Ms. Klugewicz held a number of executive positions at Pall Corporation over her 21-year tenure there, including Sr. Vice President, Scientific & Laboratory Services, as well as Sr. Vice President, Global Quality Operations in the Pall Life Sciences Division. Prior to that she held roles in Marketing Product Management, and Field Technical Services. Ms. Klugewicz holds an M.S. in Biochemistry from Adelphi University and a B.S. in Neurobiology from Stony Brook University.
 

Scott Ludecker
Scott Ludecker
Senior Vice President, Global Sales and Marketing
Scott Ludecker, Senior Vice President of Global Sales and Marketing will oversee all sales and marketing activities for Misonix worldwide. With more than 20 years of experience in the global medical device industry, Scott Ludecker has a demonstrated track record of successfully commercializing medical technology and in building and managing global sales distribution networks. Mr. Ludecker most recently served as Vice President of Global Sales and Marketing for BioMimetic Therapeutics, a NASDAQ-listed biotechnology company, specializing in the development and commercialization of products which promote the healing of musculoskeletal injury and diseases, including orthopedic, spine, and sports medicine applications. Mr. Ludecker is a graduate of Kenyon College with a Bachelor of Arts degree.

Jonathan “Jay” Waggoner
Jonathan “Jay” Waggoner
Senior Vice President of Sales

Jonathan “Jay” Waggoner serves as Senior Vice President of Sales for the Misonix Wound Division. He first joined Misonix in September 2019 upon the Company's completion of the Solsys Medical acquisition and most recently served as Vice President of Sales for the Wound Division. At Solsys, Jay served in roles including Regional Sales Manager, Director of Training and VP Sales. Prior to Solsys, Jay’s career spans 28 years and includes companies such as Procter & Gamble, several divisions of Johnson & Johnson, and Medtronic. He has served in Sales Training roles at both Ethicon, Ethicon Biosurgery, and DePuy Spine. He has managed and grown medical device businesses at Ethicon Biosurgery and at Ethicon. Jay also carries unique perspective having managed medical device and wound care businesses over the last half decade. Jay is a 1987 graduate of the University of Colorado, Boulder with a BS in Marketing.


Paul LaViolette
Paul LaViolette
Director and Chairman of the Board

Paul LaViolette joined SV Health Investors, a leading life sciences growth equity and venture capital firm, and has served as Managing Partner since 2014. Mr. LaViolette currently serves as Chairman of the Board of a public company, TransEnterix, Inc., a surgical robotics company, and continues to serve on the board of directors of several other early and growth stage private medical device companies. Additionally, Mr. LaViolette has served as a director of the Medical Device Manufacturers Association for the past decade and as Vice Chairman of the Innovation Advisory Board for the Partners Health System for the past five years. Prior to joining SV Health Investors, Mr. LaViolette spent nearly three decades building and leading medical device businesses. From 1994 to 2008, Mr. LaViolette served in several roles at Boston Scientific Corporation including President of Cardiology and International, Group President of Cardiovascular and Endosurgery, and Chief Operating Officer. Prior to joining Boston Scientific Corporation, Mr. LaViolette served in general management and commercial leadership roles at C.R. Bard from 1984 to 1993 and at Kendall (Medtronic) from 1980 to 1984. Mr. LaViolette holds an MBA from Boston College and a B.A. in Psychology from Fairfield University


Michael Koby
Michael Koby
Director

Michael Koby co-founded 1315 Capital in 2014. Prior to founding 1315 Capital, Mr. Koby was a Managing Director of Palm Ventures, a private-equity focused family office, where Mr. Koby led all healthcare investing from 2010 to 2014. Prior to that, Mr. Koby was an investor at Galen Partners, a healthcare growth equity investment firm, from 1997 to 1999 and from 2004 to 2010. Mr. Koby also served in business development roles with Novoste Corporation and Medtronic, Inc. between 1999 and 2002 and as a healthcare investment banking analyst at Dillon, Read & Co. from 1995 to 1997. Mr. Koby holds an Masters in Business Administration in Healthcare Management from The Wharton School and a B.S. from Cornell University.


Thomas M. Patton
Thomas M. Patton
Director

Thomas M. Patton most recently served as President and Chief Executive Officer of CAS Medical Systems, Inc. (CASMED) and as a member of its Board of Directors from 2010 until its sale to Edwards Life Sciences in April 2019. He previously served as the CEO of Wright Medical Group, an orthopedic device company, located in Memphis, Tennessee, and as President of Novametrix Medical Systems, a patient-monitoring company, located in Wallingford, Connecticut. From 2003 to 2010, Mr. Patton acted as an advisor to the healthcare-focused private equity group of Ferrer Freeman & Company and, in that capacity, served as the interim CEO of Informed Medical Communications on a part-time basis in 2006 and 2007. Mr. Patton was co-founder and CEO of QDx, Inc., a start-up company that developed a platform for hematology diagnostics from 2003 until its sale to Abbott Laboratories in 2008. Mr. Patton attended The College of the Holy Cross, where he majored in Economics and Accounting. After graduating magna cum laude from Georgetown University Law Center, Mr. Patton worked at the law firm of Williams& Connolly in Washington, D.C. Thereafter, he joined Wright Medical Group as its General Counsel where he served in various executive roles until being appointed CEO. In addition to CASMED and the Company, Mr. Patton has served on the Board of Directors of nine other businesses both public and private. 


Patrick J. Beyer
Patrick J. Beyer
Board Member

Patrick J. Beyer is the President of International and Global Orthopedics for ConMed Corporation (“ConMed”), a publicly held medical technology company, a position in which he has served since October 2020. Mr. Beyer previously served as President of ConMed International from December 2014 to October 2020. Prior to joining ConMed, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, Mr. Beyer spent 21 years at Stryker Corporation where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer graduated from Kalamazoo College with a BA in Economics, Western Michigan University with an MBA in Finance and Harvard Business School’s Advanced Management Program. The Board believes Mr. Beyer’s industry knowledge, executive leadership experience and financial acumen qualify him to serve as a director.


BOARD COMMITTEES

Below is a summary of our committee structure and membership information.

Audit Committee Compensation Committee Nomination and Corporate Governance Committee
Patrick J. Beyer Audit Committee Nomination and Corporate Governance Committee
Michael Koby Audit Committee Compensation Committee Nomination and Corporate Governance Committee
Paul LaViolette Compensation Committee Nomination and Corporate Governance Committee
Thomas M. Patton Audit Committee Compensation Committee
= Chairperson = Member

CODE OF CONDUCT

Misonix has adopted and implemented its Code of Business Conduct and Ethics (the “Code”), which contains the guidelines and requirements that all employees, directors, officers, contractors, home-based workers, contingent workers, and interns are expected to follow.

Misonix’s Compliance Manager/Officer manages and oversees the Company’s Compliance Program and reports directly to the President and the Audit Committee of the Board of Directors. The President chairs the Compliance Committee, which is composed of the CEO and the executive management team. The President routinely provides updates on the Compliance Program to the Board of Directors including guidance and feedback regarding the program’s continual development.

The Compliance Manager/Officer is responsible for maintaining the Code and for establishing policies and procedures, when applicable and to emphasize the importance of understanding and meeting requirements and ensuring the effectiveness of the Company’s Compliance Program.