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
President and Chief Executive Officer
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.

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.

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.

Dr. Charles Miner III
Dr. Charles Miner III
Director

Dr. Miner has practiced internal medicine for over 25 years and presently has a private practice in Darien, Connecticut. He is on staff at Stamford Hospital and Norwalk Hospital, and holds a teaching position at Columbia Presbyterian Hospital. For the past ten years, Dr.Miner has also been Medical Director at Courtland Gardens Health Center, and, from 1990 through 2004, served as Medical Director of on-line health and wellness services for Lifecare, Inc., one of the largest privately owned employee benefits organizations in the U.S. and the exclusive provider of Life Event Management® Services.

A graduate of the University of Cincinnati College of Medicine, Dr. Miner earlier studied molecular genetics at Columbia University and completed undergraduate work by receiving a Bachelor of Science from Lehigh University. Following medical school, Dr. Miner completed a medical internship and residency at Lennox Hill Hospital in New York City. In 1982, he was appointed as a Diplomat of the American Board of Internal Medicine.


John Salerno
John Salerno
Vice President of Regulatory Affairs Chief Compliance Officer
John Salerno joined Misonix Inc. as Vice President, Quality Assurance and Regulatory Affairs in March 2015. Mr. Salerno has over 35 years of experience in quality assurance, quality engineering, quality systems, regulatory compliance and regulatory affairs for the pharmaceutical, medical device, in-vitro diagnostic and cosmetic industries. He has held senior positions with International Technidyne Division of Thoratec Corporation, Pall Corporation and Rugby-Darby Group Companies and has consulted for Becton Dickinson Corporation, Bausch and Lomb Corporation and Novartis. Mr. Salerno holds a B.S. in Biology from Fordham University and a M.S. in Microbiology from Long Island University.

Patrick McBrayer
Patrick McBrayer
Director

Patrick A. McBrayer has served as President and Chief Executive Officer and as a director of privately-held AxioMed Spine Corporation (“AxioMed”) from February 2006 to the present time. AxioMed is a medical device company focused on restoring the natural function of the spine. Prior to joining AxioMed, he held positions with Xylos Corporation (medical biomaterials); Exogen, Inc. (treatment of musculoskeletal injury and disease); Osteotech, Inc. (tissue technology); and Johnson and Johnson Products, Inc. (healthcare products). Mr. McBrayer holds a B. S. in General Engineering from the United States Military Academy.


Dan Voic
Dan Voic
Vice President of Research and Development and Engineering
Mr. Voic became Vice President of Research and Development and Engineering in January 2002. Prior thereto, he served as Engineering Manager and Director of Engineering with the Company. Mr. Voic has approximately 14 years experience in both medical and laboratory and scientific products development. Mr. Voic holds a M.S. degree in mechanical engineering from Polytechnic University "Traian Vuia" of Timisoara, Romania and a MS degree in applied mechanics from Polytechnic University of New York.

Joe Brennan
Joe Brennan
Vice President of Operations
Joseph Brennan joined Misonix Corporation in August of 2014 as Vice President of Operations. Most recently, he served as Director of Operations for Air Techniques Inc., a vertically integrated manufacturer of air products for the dental operatory and digital imaging products for dental, medical and veterinary applications. Mr. Brennan has 30 years of diversified manufacturing experience. He holds degrees in Mechanical Engineering and Manufacturing Engineering from Farmingdale State University.

Thomas M. Patton
Thomas M. Patton
Director

Thomas M. Patton has been the President and Chief Executive Officer of CAS Medical Systems, Inc. since August 27, 2010. Mr. Patton joined the CAS on August 27, 2010. He serves as the Chairman and President at Informed Medical Communications (IMC). He was an Advisor at Ferrer Freeman & Company, LLC (FFC). Prior to this, he served as an Interim Chief Executive Officer at IMC from 2006 to 2007. He has been a Co-Founder, President, and Chief Executive Officer at QDX, Inc. since January 2003. He is also a Principal at Vista Advisors, LLC since April 2004. He was the President and Chief Operating Officer at Novametrix Medical Systems, Inc. from May 2000 to April 2004. Mr. Patton served as the President, Chief Executive Officer, General Counsel and Executive Vice President of Business Development at Wright Medical Technology, Inc., from November 1993 to March 2003 where he led a successful turnaround of Wright and orchestrated its recapitalization led by Warburg Pincus. He has been a Director of CAS Medical Systems Inc. since August 27, 2010. He has been a Member of the Board at Genova Diagnostics; OrthoRX; and Activus Healthcare Solutions, Inc., amongst other FFC companies. He also served on the Board of Osteotech Inc. since December 1, 2004. He served as a Director at K2M. Prior to joining Wright Medical, Mr. Patton served as a Litigation Attorney at Williams and Connolly in Washington D C. from 1989 to 1993. He graduated magna cum laude from Georgetown University Law Center and a B.A. degree from the College of the Holy Cross in Economics and Accounting.


Gwen Watanabe
Gwen Watanabe
Director
Gwen Watanabe has over 24 years of financial and executive management experience in the medical device industry. Ms. Watanabe presently serves as the vice president of global corporate development, strategy, and strategic partnerships for Teleflex Incorporated, a global provider of medical technology products, where she also serves as a member of the executive leadership team, reporting to Teleflex’s CEO. In her role at Teleflex, she is responsible for worldwide corporate strategy and mergers and acquisitions.

BOARD COMMITTEES

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

Audit Committee Compensation Committee Corporate Governance
Patrick McBrayer Audit Committee Compensation Committee Corporate Governance
Dr. Charles Miner III Compensation Committee
Thomas M. Patton Audit Committee Compensation Committee Corporate Governance
= Chairperson = Member

CODE OF CONDUCT

Misonix has an established Program and our Code is at the foundation of that Program.

Misonix’s Compliance Program is led by our Interim Chief Compliance Officer. He reports to our CEO and the Audit Committee of Misonix Board of Directors. Aiding the Chief Compliance Officer is a Compliance Committee comprised of our Executive Management Team who meet regularly to review the status and progress of Misonix’s compliance efforts, as well as to provide guidance to continually improve the program. Our Chief Compliance Officer both Chairs and acts as Secretary of the Misonix Compliance Committee.