DEF 14A 1 def14a0423_sensushealth.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

SCHEDULE 14A

(Rule 14a-101)

__________________

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to § 240-14a-12

SENSUS HEALTHCARE, INC.

__________________________________________________________________

(Exact name of Registrant as specified in its charter)

__________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2023 Annual Meeting
of Stockholders

The accompanying proxy materials are being made available beginning on or around May 1, 2023 to all stockholders entitled to vote. Sensus Healthcare’s Annual Report on Form 10-K for the year ended December 31, 2022, which includes our financial statements, accompanies this Proxy Statement.

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Notice of Annual Meeting of Stockholders

Time and Date

9:00 a.m., Eastern Time, on Friday, June 2, 2023

Place

Boca Raton Marriott at Boca Center

5150 Town Center Circle

Boca Raton, FL 33486

Record Date

You can vote your shares if you were a stockholder of record at the close of business on April 10, 2023.

Financial Statements

The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 accompanies this Proxy Statement. The Form 10-K includes the Company’s audited financial statements and notes for the year ended December 31, 2022, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Items of Business

1) To elect two Class II directors to serve for a three-year term expiring at the 2026 Annual Meeting of Stockholders;

2) To approve the amendment of our 2017 Incentive Plan to increase the number of shares that may be issued under such Plan;

3) To approve the amendment of our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law;

4) To approve, on an advisory basis, the compensation of the named executive officers identified in the Summary Compensation Table in the Proxy Statement;

5) To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the 2023 fiscal year; and

6) To transact other business properly coming before the meeting or any postponement or adjournment of the meeting.

Voting

Even if you plan to attend the Meeting, please provide us your voting instructions in one of the following ways as soon as possible:

		Follow the instructions on the proxy card to vote online;
		Use the toll-free number on the proxy card to vote telephonically; or
		Mark, sign, date, and return the proxy card or the voting instruction form you receive from your broker, trustee, or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 2, 2023. The Proxy Statement and the Annual Report are available at: www.proxyvote.com.

		Sincerely,

May 1, 2023		Michael Sardano
Boca Raton, Florida		President, General Counsel and Corporate Secretary

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		Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Proxy Statement		1
Voting Information		2
Proposal 1 — Election OF Directors		4
Corporate Governance; OUR BOARD AND COMMITTEES		9
Certain Relationships and Related Party Transactions		13
Executive Officers		15
Executive Compensation		16
PROPOSAL 2 — APPROVAL OF AMENDMENT OF OUR 2017 INCENTIVE PLAN		21
PROPOSAL 3 — APPROVAL OF AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		28
PROPOSAL 4 — ADVISORY VOTE ON EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		29
Audit Committee Matters		30
Proposal 5 — Ratification of Appointment of Independent Public Accounting Firm		32
Security Ownership of Certain Beneficial Owners and Management		33
Section 16(A) Beneficial Ownership Reporting Compliance		34
EQUITY COMPENSATION PLAN INFORMATION		35
PAY VERSUS PERFORMANCE		36
General Information About Our Meeting		38
Other Matters		39
EXHIBIT A — SENSUS HEALTHCARE INC. 2017 INCENTIVE PLAN, AS AMENDED AND RESTATED		A-1

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Proxy Statement

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Sensus Healthcare, Inc., a Delaware corporation, of proxies to be voted at our 2023 Annual Meeting of Stockholders and at any adjournments or postponements of the Annual Meeting.

We will hold our 2023 Annual Meeting at 9:00 a.m., Eastern Time, Friday, June 2, 2023, at the Boca Raton Marriott at Boca Center, 5150 Town Center Circle, Boca Raton, FL 33486.

To conduct the business of the Annual Meeting, we must have a quorum. The presence in person or by proxy of at least a majority of the shares entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions, broker non-votes, and votes withheld from director nominees will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. In the absence of voting instructions from the beneficial owner of the shares, brokers and nominees will have discretionary authority to vote on the ratification of the appointment of our independent public accounting firm for the fiscal year ending December 31, 2023, but will not have discretionary authority to vote on any of the other matters to be presented at the Annual Meeting.

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Voting Information

Who can vote?

All stockholders of record at the close of business on the record date of April 10, 2023 are entitled to receive these proxy materials and to vote at the Annual Meeting. On that date, there were 16,913,595 shares of our common stock outstanding and entitled to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and shares owned beneficially.

• Stockholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are considered the “stockholder of record” of those shares. As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote at the Annual Meeting.

• Beneficial Owner. If your shares are held in a brokerage account, by a trustee, or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not attend or vote these shares at the Annual Meeting unless you obtain a “legal proxy,” as discussed below.

If you are a beneficial owner, we will not know that you are a stockholder, or how many shares you own, unless you obtain a legal proxy.

How do I vote as a stockholder of record?

As a stockholder of record, you may vote by one of the following four methods:

• Internet Voting. You will be able to vote your shares via the Internet and confirm that your vote has been properly recorded. Please see your proxy card or notice for specific instructions.

• Telephone Voting. You may vote your shares by using the toll-free number listed on the proxy card. This procedure also allows you to vote your shares and to confirm that your vote was recorded. Please see your proxy card for specific instructions.

• Voting By Mail. You may sign, date, and mail your proxy card in the postage-paid envelope provided.

• Voting at the Annual Meeting. You may vote at the Meeting.

How do I vote as a beneficial owner?

If your shares are held through a broker, bank, trustee, or other nominee, you will receive a request for voting instructions with respect to your shares from the broker, bank, trustee, or other nominee. You should respond to the request for voting instructions in the manner specified by the broker, bank, trustee, or other nominee. If you have questions about voting your shares, you should contact your broker, bank, trustee, or other nominee.

If you hold your shares through a broker, bank, trustee, or other nominee and you wish to attend and/or vote at the Annual Meeting, you will need to obtain a legal proxy. You must request a legal proxy through your broker, bank, trustee, or other nominee. Please note that if you request a legal proxy, any proxy with respect to your shares previously executed by your broker, bank, trustee, or other nominee will be revoked, and your vote will not be counted unless you vote at the Annual Meeting or legally appoint another proxy to vote on your behalf.

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How many votes are required to approve the matters being submitted to stockholder votes at the Annual Meeting?

According to our Bylaws, the outcomes of each matter to be voted on at the Annual Meeting will be determined as follows:

Election of Directors. A nominee will be elected to our Board in an uncontested election if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes do not count as votes “for” or “against” and, therefore, have no effect on the outcome of the voting. As the election of directors at the Annual Meeting is uncontested, each nominee will be elected if he or she receives a majority of the votes cast by the holders of our common stock at the Annual Meeting. If stockholders do not re-elect a nominee who is already a director, Delaware law provides that the director continues to serve on the Board as a “holdover director.” We do not allow cumulative voting in the election of directors.

Amending our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by Delaware law. The affirmative vote of the holders of a majority of our shares outstanding as of the record date and entitled to vote at the Annual Meeting will be required to amend our Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by Delaware law. As a result, abstentions and broker non-votes will have the same effect as a vote against this proposal.

Other Matters. The approval of the amendment of our 2017 Incentive Plan (or, the “Plan”) to increase the number of shares that may be issued under the Plan, the advisory vote on our named executive officers’ compensation, the ratification of the appointment of our independent public accounting firm, and all other matters submitted for a vote will be determined by a majority of votes cast affirmatively or negatively, except as otherwise required by law. As a result, abstentions and broker non-votes will not affect the outcome of votes on these matters.

What is the deadline for voting my shares?

If you hold shares as the stockholder of record, then your vote by proxy must be received before 11:59 p.m., Eastern Time, on June 1, 2023 (the day before the Annual Meeting). If you are the beneficial owner of shares held through a broker, trustee, or other nominee, please follow the instructions provided by your broker, trustee, or other nominee.

Where can I find the stockholder voting results?

We will announce preliminary voting results at the Annual Meeting and report final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) following the Annual Meeting.

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Proposal 1 — Election of Directors

Director Nominating Process

The Nominating and Corporate Governance Committee, comprised solely of independent directors, is responsible for identifying potential directors, reviewing each potential nominee’s qualifications, and recommending director nominees to the Board for its consideration. To fulfill these responsibilities, the Committee annually assesses the requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure. In determining whether to nominate an incumbent director for reelection, the Committee evaluates each incumbent director’s continued service in light of the current assessment of the Board’s requirements.

When the need to fill a new Board seat or vacancy arises, the Committee proceeds by whatever means it deems appropriate to identify a qualified candidate or candidates, which may include engaging an outside search firm or considering recommendations from stockholders, current directors, and executive officers. The Committee reviews the qualifications of each potential candidate, which may include the candidate’s integrity, character, independent judgment, breadth of experience, insight, knowledge and business acumen, as well as whether the potential candidate is independent, as that term is defined in the Nasdaq Stock Market listing standards. Leadership skills and executive experience, expertise in medical technology or devices, medical knowledge, financial and accounting knowledge, prior experience in our core markets, expertise in capital markets, strategic planning and marketing expertise, among others, may also be among the relevant selection criteria. The Committee strives to maintain a Board that reflects a diversity of experience and personal backgrounds and characteristics (see the Board Diversity Matrix below). The selection criteria may vary over time depending on the needs of the Board.

Board Diversity Matrix As of April 29, 2022 and April 1, 2023
Total Number of Directors	6
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	5
Part II: Demographic Background
White	1	5

Final candidates are generally interviewed by one or more Committee members. The Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and other available information. The Board makes the final decision on whether to invite a candidate to join the Board based on the totality of the merits of each candidate rather than any specific or minimum qualifications or attributes. The Board-approved invitation is extended by the Chairman of the Board.

Independent Directors

Our common stock is listed on the Nasdaq Capital Market. Nasdaq requires that a majority of our directors be “independent,” as defined by Nasdaq’s rules. Generally, a director does not qualify as an independent director if the director or a member of a director’s immediate family has had in the past three years certain relationships or affiliations with us, our external or internal auditors, or other companies that do business with us. Based on these rules, our Board has affirmatively determined that Ms. Cornish and Messrs. Heinrich, McCall, Petrelli and O’Rear are independent and that Mr. Sardano, our CEO, is not independent.

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Director Recommendations by Stockholders

The Committee will consider recommendations for director nominees from stockholders made in writing and addressed to the attention of the Chairman of the Nominating and Corporate Governance Committee, in care of the Corporate Secretary, Sensus Healthcare, Inc., 851 Broken Sound Parkway, NW #215, Boca Raton, FL 33487. Our Nominating and Corporate Governance Committee will consider recommendations from stockholders on the same basis as other recommendations.

Election of Directors

The Board is divided into three classes, designated Classes I, II, and III. The directors in each class are elected for terms of three years or until their successors are duly elected and qualified. We believe this classified board structure is appropriate for the Company. Obtaining a three-year commitment from our directors assists us in retaining highly qualified directors who have experience and familiarity with our business. We believe that such long-term institutional knowledge benefits Sensus and enables the Board to better consider and provide long-term strategic planning.

At the Annual Meeting, stockholders will elect two Class II directors for terms ending at the 2026 Annual Meeting. The Board proposes the nominees set forth below for election as directors at the Annual Meeting. Unless instructed otherwise, the designated proxies will vote each properly delivered proxy for the election of each of the nominees as director.

If a nominee is unable to serve, the shares represented by all valid proxies that have not been revoked will be voted for the election of a substitute nominee selected by the Board, or the Board may by resolution reduce the size of the Board to eliminate the resulting vacancy. At this time, the Board knows of no reason why any nominee might be unable to serve. All nominees are currently serving as directors.

The Board currently consists of six members. If the director nominees are elected, the Board will have no vacancies.

The following paragraphs provide information as of the date of this Proxy Statement about each nominee and each incumbent director who will remain in office following the Annual Meeting. While the following paragraphs note certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, we also believe that all of our nominees and incumbent directors have demonstrated integrity, honesty, and adherence to high ethical standards, as well as strong leadership skills, business acumen, an ability to exercise sound judgment, and a commitment of service to our stockholders.

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Nominees to Serve as Class II Directors for a Three-Year Term Expiring in 2026

Independent Director

Age: 76

Director since: 2015

Board committees: Audit, Compensation, and Corporate Governance and Nominating

Other public company boards: None

WILLIAM McCALL

Mr. McCall is currently Managing Director of Heritage Advisory Group, a financial advisory practice of Ameriprise Financial Services Inc., and has worked in such capacity since 2014. Mr. McCall also currently serves as a partner of Investors Capital Alliance LLC (since 2009), a consulting company; Chief Executive Officer of WMW Partners LLC (since 2009), an SEC-registered investment adviser; and a member of Pandora Mineral Resources LLC (since 2015). Mr. McCall has a B.S. in business administration from the University of Tennessee and also earned his Chartered Wealth Advisor® designation through the Michigan State University Estate and Wealth Management Institute. In light of Mr. McCall’s substantial experience as a financial advisor and portfolio manager, our Board believes that he is qualified to serve as a director.

Non-Employee Director

Age: 38

Director since: 2021

Board committees: None

Other public company boards: None

MEGAN CORNISH

Megan Cornish is the Vice President of Corporate Communications and Marketing and Corporate Secretary of Moth+Flame, a leader in virtual reality. From 2016-2020, she served as the Vice President of External Affairs of FoodMaven Corporation, where she led the company strategy in communications, government, and industry affairs. Ms. Cornish is a founding board member of the Upcycled Food Association and Upcycled Food Foundation, which were formed in 2019 to influence sustainable practices in the food industry. From 2019-2021, she was on the ReFED Expert Network as an industry leader in sustainability and food and beverage. As a lobbyist and consultant since 2013, Ms. Cornish has advised a broad range of companies in a variety of industries including virtual reality, food and beverage, health, technology, and communications. In 2013, she served as Legislative Assistant to Representative Tim Holden (PA), who was a member of the U.S. Committee on Agriculture. Previously, Ms. Cornish handled immigration, science and technology, homeland security and animal rights issues, and special projects as a Legislative Correspondent and Legislative Assistant for Congressman Ed Towns (NY) while he was Chairman of the US House Committee on Oversight and Government Reform. Ms. Cornish received a B.A. in political science from Colorado College and an M.A. in global security from Johns Hopkins University. She is a certified yoga instructor and certified sailboat captain.

The Board recommends a vote “FOR”
the nominees.

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Continuing Directors

We have two directors continuing in office as Class I Directors, with terms expiring at the 2025 Annual Meeting of Stockholders:

Independent Director

Age: 76

Director since: 2012

Board committees: Audit and Nominating and Corporate Governance

Other public company boards: None

JOHN HEINRICH

Dr. Heinrich currently serves as Chief Executive Officer of PhoenixNMR LLC, a provider of probes for solid state nuclear magnetic resonance, and as Managing Partner of Kansas Analytical Services, a provider of analytical services. He has held those positions since 2014 and 2007, respectively. Prior to, and in some cases, concurrently with, serving in these roles, Dr. Heinrich served as an officer or partner of various companies engaged in a range of development and marketing activities involving medical equipment, diagnostics, software, and technologies. Mr. Heinrich has a Ph.D. in Metallurgical Engineering from the University of Notre Dame. Given Dr. Heinrich’s substantial involvement in the development and management of a wide range of diagnostic imaging, therapeutic, medical diagnostic, and scientific instrument companies for more than 30 years, our Board believes that he is qualified to serve as a director.

Non-Employee Director

Age: 70

Director since: 2016

Board committees: Audit Committee

Other public company boards: Ring Energy, Inc.

ANTHONY PETRELLI

Mr. Petrelli is currently a Financial Consultant and Registered Representative of Momentum Independent Network. From 2010 through 2022, Mr. Petrelli was the President, Chairman, and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado-based financial services firm founded in 1977. Beginning his career in 1972, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees, including the FINRA Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and FINRA District Business Conduct Committee for District 3 (Chairman). Since 2013, Mr. Petrelli has served as a director of Ring Energy, Inc. Mr. Petrelli has also served as a director on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver-based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor, a National Certified Counselor and an Approved Clinical Supervisor. Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary. Given Mr. Petrelli’s substantial experience in corporate finance, our Board believes that he is qualified to serve as a director.

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We also have two directors continuing in office as Class III Directors, with terms expiring at the 2024 Annual Meeting of Stockholders:

Independent Director

Age: 75

Director since: 2012

Board committees: Audit, Compensation, and Corporate Governance and Nominating

Other public company boards: None

SAMUEL O’REAR

Mr. O’Rear is the founder, CEO, and Senior Partner of Total Innovation Group, Inc. (TIGI), which provides commercialization services to healthcare companies. Prior to founding TIGI in 1990, Mr. O’Rear served as the Chief Operating Officer of Medical Imaging Centers of America; in various roles (ranging from positions involving sales management, financing/asset management, and marketing positions to Vice President and General Manager) with GE Healthcare; as sales representative for Siemens Medical Systems; and as a clinician for the University of Alabama Health System. Mr. O’Rear has a Bachelor of Science from the University of Alabama and attended the Marketing Development Program at Northwestern University. In light of Mr. O’Rear’s 40 years of experience in the healthcare industry as a clinician, a sales and marketing director, general manager, and as the owner or principal in several healthcare services businesses, our Board believes that he is qualified to serve as a director.

Chairman and CEO

Age: 70

Director since: 2010

Board committees: None

Other public company boards: None

JOSEPH C. SARDANO

Mr. Sardano is our co-founder and has been our Chief Executive Officer and Chairman of the Board since our inception in 2010. Mr. Sardano has over 40 years of experience in the healthcare industry. Prior to founding Sensus, Mr. Sardano served as Chief Commercial Officer of Xoft, Inc., an electronic brachytherapy medical device company; as managing partner and healthcare consultant for Molecular Imaging Ventures; as Sr. Vice President of Global Sales and Marketing of CTI Molecular Imaging and Pet Net Pharmaceuticals, a developer of imaging and isotope solutions for the healthcare industry; as Americas Sales Manager for Functional Imaging at GE Medical Systems; as Vice President of Sales and Marketing for Elscint Inc., a developer and manufacturer of medical imaging solutions; and as Region Sales Manager of Toshiba America Medical Systems. Mr. Sardano also currently serves as a board member of Birch BioMed, a Canadian company, as well as a board member for BioFlorida, which promotes Florida-based healthcare companies and technologies. Mr. Sardano has a Bachelor of Arts degree from Concordia University in Montreal, Canada, as well as several Business Certificates from McGill University School of Management. Our Board believes that Mr. Sardano’s breadth of experience with and leadership of the introduction and commercialization of new technologies and services within the healthcare industry qualifies him to serve as our Chief Executive Officer and Chairman of the Board.

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Corporate Governance; Our Board and Committees

We believe that good governance promotes the long-term interests of our stockholders and strengthens Board and management accountability. Our Board has adopted Corporate Governance Guidelines that set forth expectations for our Company. You may view a copy of our Corporate Governance Guidelines on our website (www.sensushealthcare.com). Selected policies from our Corporate Governance Guidelines are set forth below.

Board structure and process

Our Board oversees our business, property, and affairs pursuant to the Delaware General Corporation Law and our Certificate of Incorporation and Bylaws. Members of our Board are kept informed of our business through discussions with our executive management team, by reviewing materials provided to them, and by participating in Board and committee meetings. During 2022, our Board held six meetings. Each incumbent director attended at least 83% of the aggregate number of meetings of the Board and Committees on which he or she served.

Role of the Board and Risk Oversight

One of the key functions of our Board is informed oversight of our risk management practices, policies, and processes. The Board does not have a standing risk management committee, but rather oversees risk directly at the Board level, as well as through our Board committees that address risks inherent in their respective areas of oversight. In particular:

• our Board is responsible for monitoring and assessing strategic risk exposure;

• our Audit Committee is responsible for overseeing processes to identify, measure, and prioritize business and financial reporting risks and the effectiveness of the processes to manage those risks and for overseeing our policies on risk assessment and risk management;

• our Nominating and Corporate Governance Committee oversees our corporate governance policies, practices, and procedures, and monitors the effectiveness of such policies, practices, and procedures, including whether they are successful in preventing illegal or improper conduct; and

• our Compensation Committee assesses and monitors whether any of our compensation arrangements have the potential to encourage excessive risk-taking, and evaluates our compensation policies and practices that could mitigate any such risk.

Board Leadership Structure

The Board has no policies with respect to separating the positions of Chairman and Chief Executive Officer or whether the Chairman should be a member of management or a non-management director, and believes that these are matters that should be discussed and determined by the Board from time to time. The independent directors annually elect a Chairman of the Board, who may or may not be the Chief Executive Officer of the Company, based on the recommendation of the Nominating and Corporate Governance Committee. Currently, Mr. J. Sardano serves as both our Chairman and CEO. Given that he is tasked with the responsibility of implementing our corporate strategy, we believe he is best suited for leading discussions regarding performance relative to our corporate strategy, and these discussions represent a significant portion of our Board meetings. Under our Corporate Governance Guidelines, the independent directors may also elect a lead independent director when the Chairman and CEO roles are combined. Our independent directors have not elected a lead independent director.

Executive Sessions

Executive sessions or meetings of non-employee directors without management present are held regularly to review the criteria upon which the performance of the CEO and other executive officers is based, the performance of the CEO and other executive officers against such criteria, the compensation of the CEO and other executive officers, and any other relevant matters.

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Director Service on Other Public Boards

Directors, other than the CEO, may not serve on the boards of more than three other public companies in addition to our Board. The CEO may not serve on more than one board of another public company in addition to our Board.

Change in Director Occupation

Any director who experiences a material change in his or her job responsibilities or in the principal occupation he or she held when he or she joined the Board must deliver advance, written notice of such change in status to the Nominating and Corporate Governance Committee. The Committee will then evaluate whether the director will continue to satisfy our director criteria in light of his or her new occupational status and will recommend to the Board the action, if any, to be taken with respect to such director, which may include, without limitation, requiring the director to resign or not accept the other position.

Director Attendance at Annual Meeting of Stockholders

We encourage but do not require all directors, as well as nominees for election as director, to attend the Annual Meeting of Stockholders. None of our directors (other than Mr. Sardano) attended the 2022 Annual Meeting.

Stockholder Communications

Our Board provides for a process by which stockholders may communicate with the Board, a Board committee, the independent directors as a group, or individual directors. Stockholders who wish to communicate with our Board, a Board committee, or any other directors or individual directors may do so by sending written communications addressed to the Board, a Board committee, or such group of directors or individual directors to the following address:

Sensus Healthcare, Inc.
c/o Corporate Secretary
851 Broken Sound Parkway, NW #215
Boca Raton, FL 33487

Communications will be compiled by our Corporate Secretary and submitted to the Board, a committee of the Board, or the appropriate group of directors or individual directors, as appropriate, at the next regular meeting of the Board. The Board has requested that the Corporate Secretary submit to the Board all communications received related to Board duties and responsibilities and that advertisements, solicitations, and other material unrelated to the Board’s duties and responsibilities not be submitted.

Code of Ethics and Business Conduct

The Board has adopted a Code of Ethics and Business Conduct applicable to our directors, our Chief Executive Officer, and all other employees, including our financial and accounting officers, which may be viewed at our website (www.sensushealthcare.com), or, upon written request, without charge, to:

Sensus Healthcare, Inc.
c/o Corporate Secretary
851 Broken Sound Parkway, NW #215
Boca Raton, FL 33487

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Board Committees

Audit Committee

Compensation Committee

Corporate Governance and
Nominating Committee

The Audit Committee assists the Board in its oversight of:

• appointing, compensating, retaining, evaluating, terminating and overseeing our independent auditor;

• discussing with our independent auditor its independence from management;

• reviewing with our independent auditor the scope and results of its audit;

• approving all audit and permissible non-audit services to be performed by our independent auditor;

• overseeing the financial reporting process and discussing with management and our independent auditor the interim and annual financial statements that we file with the SEC;

• overseeing the business risk management processes and monitoring the effectiveness of such processes;

• reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal control or auditing matters; and

• reviewing and approving related person transactions.

Our Board has determined that Mr. O’Rear is an “audit committee financial expert” as defined under applicable SEC rules.

The Compensation Committee assists the Board in its oversight of:

• annually reviewing and approving our goals and objectives for executive compensation;

• annually reviewing and approving for the chief executive officer and other executive officers (1) the annual base salary level, (2) the annual cash incentive opportunity level, (3) the long-term incentive opportunity level, and (4) any special or supplemental benefits or perquisites;

• reviewing and approving employment agreements, severance arrangements and change of control agreements for the chief executive officer and other executive officers, as appropriate;

• making recommendations and reports to the Board concerning matters of executive compensation;

• reviewing and evaluating compensation arrangements and practices to prevent excessive risk-taking;

• reviewing compensation plans, programs and policies; and

• handling such other matters that are specifically delegated to the committee by the Board from time to time.

The Corporate Governance and Nominating Committee assists the Board in its oversight of:

• identifying the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board;

• conducting inquiries into the background and qualifications of possible candidates for election to the Board;

• recruiting of qualified candidates for membership on the Board;

• recommending for selection by the Board (1) nominees for election to the Board and (2) the members and chair for each committee of the Board;

• overseeing the corporate governance policies, practices, and procedures of the Company, including evaluating whether they are effective in preventing illegal or improper conduct;

• evaluating the performance of the committee and its charter on an annual basis;

• evaluating the performance of the Board, each other committee, and each director; and

• handling such other matters that are specifically delegated to the committee by the Board from time to time.

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Current committee members

John Heinrich (Chair)

William McCall

Samuel O’Rear

Anthony Petrelli

Current committee members

William McCall

Samuel O’Rear (Chair)

Current committee members

John Heinrich

William McCall (Chair)

Samuel O’Rear

Meetings in 2022

Each member of each committee is independent under the rules of Nasdaq. The Board has adopted written charters for each of its standing committees. These charters may be viewed on the Investor Relations section of our website at www.sensushealthcare.com.

Director Compensation

We pay a $15,000 quarterly fee to each of our non-employee directors. From time to time, we also grant equity compensation to each of our non-employee directors. Additionally, we reimburse each director for all reasonable expenses incurred in connection with serving on our Board.

The following Director Compensation Table sets forth a summary of the 2022 compensation we paid to our directors, other than Mr. Sardano (who is an executive officer and receives no compensation with respect to his service as a director):

Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
John Heinrich	60,000	—	—	—	60,000
William McCall	60,000	—	—	—	60,000
Samuel O’Rear	60,000	—	—	—	60,000
Anthony Petrelli	60,000	—	—	—	60,000
Megan Cornish	60,000	—	—	—	60,000

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(1) The amounts in this column reflect the grant date fair value of restricted stock awards. The assumptions used to determine the grant date fair value of awards listed in this column are set forth in Note 11 to the Financial Statements included in our 2022 Annual Report on Form 10-K that accompanies this Proxy.

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Certain Relationships and Related Party Transactions

We have adopted a written policy on transactions with related persons. Under SEC rules, a related person is an officer, director, nominee for director or beneficial owner of more than 5% of any class of our voting securities or an immediate family member of any of the foregoing. Pursuant to our policy and our Code of Ethics and Business Conduct, directors (including director nominees), executive officers, and employees are required to report any transactions or circumstances that may create or appear to create a conflict between the personal interests of the individual and our interests, regardless of the amount involved.

The Audit Committee is responsible for evaluating each related party transaction and making a determination as to whether the transaction is fair, reasonable and within our policy and whether it should be approved or ratified. In reviewing related party transactions, our Audit Committee considers the relevant facts and circumstances to decide whether to approve such transactions. Our Audit Committee approves only those transactions that it determines are in our best interest. In particular, our policy on related party transactions requires our Audit Committee to consider, among other factors it deems appropriate:

• whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and

• the extent of the related party’s interest in the transaction.

Pursuant to our policy, our Audit Committee has identified the following categories of transactions as deemed to be preapproved by the Audit Committee:

• our employment of any executive officer or compensation paid by us to any executive officer if, among other conditions, our Compensation Committee has approved (or recommended that our Board approve) such compensation;

• any compensation paid to a director if the compensation is required to be reported in our proxy statement under the SEC’s compensation disclosure rules;

• any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

• any charitable contribution, grant or endowment made by us to a charitable organization, foundation or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;

• any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis; and

• any transaction involving a related person where the rates or charges involved are determined by competitive bids.

In addition, our Code of Ethics and Business Conduct requires that our employees and directors inform our General Counsel or the Audit Committee of any material transaction or relationship that comes to their attention that could reasonably be expected to create or appear to create a conflict of interest. Further, at least annually, each director and executive officer completes a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

Other than compensation agreements and other arrangements which are described in this Proxy Statement and the relationships described below, since January 1, 2022, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 (our current threshold for reporting related party transactions) and in which any related person had or will have a direct or indirect material interest.

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Relationship of Certain Employees

Michael Sardano, the son of our Chairman and Chief Executive Officer, Joseph C. Sardano, is employed as our President, General Counsel, and Corporate Secretary. Information on how we compensate Michael Sardano is included in the section entitled “Executive Compensation.” His compensation was determined in accordance with our standard employment and compensation practices applicable to employees with similar responsibilities and positions.

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Executive Officers

The names, ages, and current positions of our executive officers as of the record date are listed in the table below. Joseph C. Sardano is also a director. His biography is presented in the section entitled “Continuing Directors,” above. Executive officers are elected annually by the Board at its meeting following the Annual Meeting of Stockholders to serve one-year terms and until their successors are elected and qualified. Joseph C. Sardano is the father of Michael Sardano, but there are no other familial relationships among the executive officers, nor is there any agreement or understanding between any officer and any other person pursuant to which the officer was elected.

Name	Position	Age
Joseph C. Sardano	Chief Executive Officer and Chairman	70
Michael Sardano	President, General Counsel, and Corporate Secretary	35
Javier Rampolla	Chief Financial Officer	51
Magdalena Martinez	Chief Operating Officer	33
Emiliano Sosa	Chief Technology Officer	46

Michael Sardano. Mr. Sardano has served as our President, General Counsel and Corporate Secretary since February 2022. Prior to that, Mr. Sardano served as our Vice President and General Counsel from January 2018 to February 2022, our General Counsel/Director of Governance and Regulatory from January 2017 to December 2017, our Corporate Counsel/Director of Governance and Regulatory from January 2016 to December 2016, and our Corporate Counsel and Quality Assurance and Regulatory Affairs Manager from August 2013 to December 2015. Mr. Sardano worked as a legal intern for the Office of Appeals for the Massachusetts Department of Revenue from August 2012 to April 2013 and as a United States Senate Intern for the Committee on Rules and Administration in the office of Senator Lamar Alexander from May 2012 to August 2012. Mr. Sardano holds a Juris Doctor from New England Law-Boston and a Bachelor of Science degree in Management and Finance from Bentley University.

Javier Rampolla. Mr. Rampolla has served as our Chief Financial Officer since January 2020, having served as our Director of Accounting and Reporting from 2015. He has more than 20 years of financial experience, holding positions of increasing responsibility at a number of public and private companies. He also played an important role in managing our initial public offering in June 2016 and assisted us in adopting and implementing new U.S. GAAP guidelines for revenue recognition and leases. Mr. Rampolla’s experience prior to joining us includes three years as the assistant controller for Latin America at Stanley Black & Decker, a Fortune 500 American manufacturer of industrial tools and household hardware and provider of security products and locks.. Mr. Rampolla has a B.A. in accounting from the University of Massachusetts in Boston.

Magdalena Martinez. Ms. Martinez has served as our Chief Operating Officer since January 2023. She most recently served as our Vice President of Operations from January 2022 to December 2022, Customer Service Manager from January 2018 to December 2021, and, prior to that, in various roles of increasing responsibility since joining Sensus in 2013. Ms. Martinez holds a B. S. degree in marketing from Stetson University in DeLand, Florida.

Emiliano Sosa. Mr. Sosa has served as our Chief Technology Officer since January 2023, having served as Vice President of Technology Development in 2022. Mr. Sosa has extensive experience in banking, cyber security, and artificial intelligence. Among his accomplishments are the introduction and engineering of the first GPS device in the Argentina market with real time streaming video cameras for vehicles. He has also designed and developed electroencephalography and brain mapping devices, implementing the first 3-D EEG Brain Mapping medical devices and polysomnographs at the time. Mr. Sosa holds degrees in information systems engineering from the National University of Technology in Buenos Aires, and in international marketing and foreign trade from the University of Buenos Aires in Argentina.

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Executive Compensation

Introduction

We are a “smaller reporting company”. As such, under SEC rules, we are not required to include a Compensation Discussion and Analysis section in this Proxy Statement and have elected to comply with other reduced compensation disclosure requirements as permitted under SEC rules. For 2022, our named executive officers, or NEOs, were Joseph C. Sardano, Michael Sardano, and Javier Rampolla.

The objective of our compensation program is to provide a total compensation package to each named executive officer that will enable us to attract, motivate and retain outstanding individuals, reward named executive officers for performance, and align the financial interests of each named executive officer with the interests of our stockholders to encourage each named executive officer to contribute to our long-term performance and success.

The compensation program for our named executive officers consists of the following elements: base salary; performance-based discretionary cash bonus; equity-based incentive compensation; and severance and change-in-control benefits.

Our Compensation Committee, with input from the Board, determines the compensation for our named executive officers, subject where applicable to any employment agreements.

Base Salary

We pay base salaries to attract, recruit and retain qualified employees. In 2022, the base salary of each of the named executive officers, pursuant to their respective employment agreements, was as follows: Mr. J. Sardano — $400,000, Mr. M. Sardano — $225,000, and Mr. Rampolla — $225,000.

Performance-Based Cash Bonus Compensation

Our executive compensation program for our NEOs includes an annual performance-based discretionary cash bonus. Our Board approves the terms and conditions of these awards on an annual basis. We have maintained, and intend to continue, an annual performance-based cash bonus program for the named executive officers that do not receive sales commissions.

Equity Incentive Compensation

In 2017, we adopted, and our stockholders approved, our broad-based 2017 Incentive Plan under which we can award various forms of equity-based incentive compensation, including incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, performance shares and phantom stock, and awards consisting of combinations of such incentive awards. For details of a proposal to amend our 2017 Incentive Plan, please see the section entitled “Proposal 2 — Approval of the Amendment of our 2017 Incentive Plan.”

Benefits and Perquisites

We offer health and welfare benefits and life insurance to our named executive officers on the same basis that these benefits are offered to our other eligible employees, except that we pay the employee contribution toward the cost of health insurance for our named executive officers. We offer a 401(k) plan to all eligible employees. In addition, each NEO receives a non-accountable monthly car allowance.

Compensation Committee Process and Procedures

The Compensation Committee uses its business judgment and other resources it deems appropriate in executing its duties, including establishing our compensation philosophy and policies, overseeing the implementation of executive officer and non-employee director compensation programs and overseeing disclosures regarding compensation in our SEC filings. In executing its duties, the Compensation Committee considers many factors, including market comparisons using data derived from third party resources, competitive considerations, executive expectations and executive performance. As of the date of this Proxy Statement, the Compensation Committee has not delegated any of its responsibilities to other parties.

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The Compensation Committee reviews and recommends to our Board for determination the compensation of our Chief Executive Officer. In addition, Mr. Sardano separately submits recommendations to the Compensation Committee regarding all other executive officers for use by the Compensation Committee in making recommendations to the Board concerning their base salary and incentive compensation. An executive officer may not be present at a meeting of the Compensation Committee where that executive officer’s compensation is being discussed.

The Compensation Committee did not engage any compensation consultants in 2022.

Summary Compensation Table

The following summary compensation table shows compensation information for our principal executive officer and our two most highly compensated executive officers as of December 31, 2022. We refer to each of the individuals named in the table below as “named executive officers.”

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Nonequity Incentive Plan Compensation ($)	All Other Compensation ($)(2)	Total ($)
Joseph C. Sardano	2022	400,000	300,000			54,428	754,428
Chief Executive Officer	2021	375,000	200,000	—	—	53,451	628,451

Michael Sardano	2022	225,000	150,000	—	—	29,739	404,739
President, General Counsel, & Corporate Secretary	2021	190,000	55,000	153,600	—	28,373	426,973

Javier Rampolla	2022	225,000	175,000	—	—	39,144	439,144
Chief Financial Officer	2021	200,000	40,000	153,600	—	37,132	430,732

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(1) The amounts in this column reflect the grant date fair value of restricted stock awards and stock options in the years indicated. The assumptions used to determine the grant date fair value of awards listed in this column are set forth in Note 11 to our Financial Statements included in our 2022 Annual Report on Form 10-K that accompanies this Proxy Statement. The amounts in this column do not reflect the value of shares actually received or which may be received in the future with respect to such awards.

(2) All other compensation includes the following:

Name		Life Insurance ($)	Health Insurance ($)	401(k) Match, HSA Contribution ($)	Car Allowance ($)
Mr. Joseph Sardano	2022	13,803	18,931	8,700	12,994
	2021	13,803	18,104	8,550	12,994

Mr. Michael Sardano	2022	—	8,369	8,304	13,066
	2021	—	7,439	7,868	13,066

Mr. Javier Rampolla	2022	—	26,150	—	12,994
	2021	—	24,138	—	12,994

We previously entered into written employment agreements with Messrs. J. Sardano, M. Sardano, and Rampolla. The following is a summary of the material terms of these agreements.

Mr. Joseph Sardano’s Employment Agreement

We entered into an employment agreement with Mr. Sardano with an effective date of February 8, 2016. The initial base salary set forth in the agreement was $300,000, which may be increased from time to time (but never decreased) pursuant to the determination of our Compensation Committee. Under his employment agreement, Mr. Sardano serves as our Chief Executive Officer. His agreement provided for an initial term ending December 31, 2020; however, the agreement provides for continuously renewing one-year periods thereafter unless either he or we

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provide written notice of the intent not to renew the agreement for a new term at least six months in advance of the end of the initial term or any one-year renewal term. The term of his agreement automatically renewed for one year on December 31, 2022.

In addition to his salary, Mr. Sardano is entitled to participate in our incentive compensation programs. Mr. Sardano is entitled to an annual cash incentive bonus based on a plan established by our Compensation Committee. Mr. Sardano’s target annual bonus must be at least $100,000, which may be increased from time to time (but never decreased) pursuant to the determination of our Compensation Committee. Mr. Sardano is also eligible to participate in and receive equity compensation or other long-term incentive compensation as may be granted by our Compensation Committee pursuant to a plan that the Compensation Committee may adopt from time to time. For Mr. Sardano, any annual cycle equity awards will be determined at the discretion of our Compensation Committee; however, his agreement requires that the Compensation Committee base their decision on a basis at least as favorable as the basis for making grants to other senior executive officers of the Company.

Mr. Sardano is entitled to certain severance benefits if his employment is terminated upon his death or Disability, change-in-control, without cause (as defined in the agreement) or if he resigns within 120 days after the occurrence of any of the following (“Good Reason”): (a) reduction by us of his base salary or target bonus; (b) material reduction, other than during any period of illness or incapacity, of his authority, responsibilities, or duties such that he no longer has the title of, or serves or functions as Chief Executive Officer, (c) failure of our Board to nominate him for election as a member of the Board or failure to be re-elected to our Board (other than due to legal or exchange requirements that would prohibit him from serving on our Board); (d) relocation of principal place of employment more than 50 miles from our current principal executive offices; (e) our failure to obtain the written assumption of our obligations under the employment agreement by a successor; (f) our failure to renew the employment agreement (not as a result of death, Disability, or for cause); or (g) any other material breach of his employment agreement by us, including termination of Mr. Sardano for any other reason that is not a “for cause” termination. For the severance benefits to which he may be entitled, please see the section entitled “Severance benefits under employment agreements.”

Mr. Sardano is entitled to participate in all of the employee benefit programs and perquisites generally available to our senior executive officers. The agreement contains customary business expense reimbursement, indemnification, confidentiality, non-compete and non-solicitation provisions.

Mr. Michael Sardano’s Employment Agreement

We entered into an employment agreement with Mr. Sardano with an effective date of April 1, 2018. The initial base salary set forth in the agreement was $145,000, which may be increased from time to time (but never decreased) pursuant to the determination of our Compensation Committee. Under his employment agreement, Mr. Sardano served as a Vice President and General Counsel throughout 2021 and was elected our President in February 2022. His agreement provided for an initial term ending December 31, 2020; however, the agreement provides for continuously renewing one-year periods thereafter unless either he or we provide written notice of the intent not to renew the agreement for a new term at least six months in advance of the end of the initial term or any one-year renewal term. The term of his agreement automatically renewed for one year on December 31, 2022.

In addition to his salary, Mr. Sardano is entitled to participate in our incentive compensation programs. Mr. Sardano is entitled to an annual cash incentive bonus based on a plan established by our Compensation Committee. Mr. Sardano’s target annual bonus must be at least $30,000, which may be increased from time to time (but never decreased) pursuant to the determination of our Compensation Committee. Mr. Sardano is also eligible to participate in and receive equity compensation or other long-term incentive compensation as may be granted by our Compensation Committee pursuant to a plan that the Compensation Committee may adopt from time to time. For Mr. Sardano, any annual cycle equity awards will be determined at the discretion of our Compensation Committee.

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agreement by a successor; or (e) any other material breach of his employment agreement by us, including termination of Mr. Sardano for any other reason that is not a “for cause” termination. For the severance benefits to which he may be entitled, please see the section entitled “Severance benefits under employment agreements.”

Mr. Rampolla

Mr. Rampolla does not have an employment agreement with the Company. However, the Company intends to enter into an employment agreement with him in the near future on terms similar to the agreements with Messrs. Joseph and Michael Sardano.

Severance Benefits Under Employment Agreements

We have agreed to pay severance benefits to our named executive officers in the event of their termination by us under certain circumstances as follows:

In connection with a change in control. In the event that the employment of Mr. Joseph Sardano or Mr. Michael Sardano terminates without cause or due to a resignation for Good Reason in connection with a change in control, the executive is entitled to receive any salary earned but unpaid prior to termination, any business expenses that were incurred but not reimbursed as of the date of termination, a separation allowance, payable in equal installments over a 12-month period, equal to two times the sum of (x) the executive’s then base salary and (y) the executive’s then target bonus, if termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus, the ability to participate (through COBRA or otherwise), on the same terms and conditions as in effect for the executive immediately prior to termination, in the medical, dental, disability, and life insurance programs until the earlier of (i) expiration of a 24-month period or (ii) such time the executive is covered by the benefits of a subsequent employer. In addition, all of the executive’s then-outstanding equity awards, if any, shall vest in full immediately upon termination.

Termination without cause or resignation for Good Reason. In the event that the employment of Mr. Joseph Sardano or Mr. Michael Sardano terminates without cause or due to a resignation for Good Reason (other than in connection with a change in control), the executive is entitled to receive any salary earned but unpaid prior to termination, any business expenses that were incurred but not reimbursed as of the date of termination, a separation allowance, payable in equal installments over a 12-month period, equal to one times the sum of (x) the executive’s then base salary and (y) the executive’s then target bonus, if termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus, the ability to participate (through COBRA or otherwise), on the same terms and conditions as in effect for the executive immediately prior to termination, in the medical, dental, disability, and life insurance programs until the earlier of (i) expiration of a 12-month period or (ii) such time the executive is covered by the benefits of a subsequent employer. In addition, all of the executive’s then-outstanding equity awards, if any, shall vest in full immediately upon termination.

Termination due to death or disability. In the event of that the employment of Mr. Joseph Sardano or Mr. Michael Sardano terminates due to death or Disability, the executive is entitled to receive any salary earned but unpaid prior to termination, any business expenses that were incurred but not reimbursed as of the date of termination, any earned benefits to which executive was entitled as of the date of termination pursuant to the terms of any compensation or benefit plans to the extent permitted by such plans, any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the date of termination, and, if termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus.

For voluntary resignation without Good Reason. In the event that any of Mr. Joseph Sardano or Mr. Michael Sardano voluntarily terminates his employment for any reason other than Good Reason, no further payments are due, except that the executive will be entitled to any salary earned but unpaid prior to termination, any benefits accrued prior to termination and any business expenses that were incurred but not reimbursed as of the date of termination.

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Termination for Cause. In the event that we terminate Mr. Joseph Sardano or Mr. Michael Sardano for cause, no further payments are due, except that the executive will be entitled to any salary earned but unpaid prior to termination and any business expenses that were incurred but not reimbursed as of the date of termination.

Accelerated Vesting of Stock Awards

Pursuant to our 2017 Incentive Plan (and its predecessor the 2016 Incentive Plan), (i) awards will fully become fully exercisable or vest as of the time of a Change in Control (as such term is defined in our plan).

Outstanding Equity Awards at Fiscal Year-End 2022

The following table provides information, for our named executive officers, on unvested option and stock awards and other equity plan awards at the end of 2022.

		Option Awards			Stock Awards
Name	Grant Date	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of shares of stock that have not vested (#)	Market value of shares of stock that have not vested ($)	Equity incentive plan awards: number of unearned shares (#)	Equity incentive plan awards: market or payout value of unearned shares ($)
Joseph Sardano	—	—	—	—	—	—	—	—
Michael Sardano	—	—	—	—	20,000	5.08	—	—
Javier Rampolla	—	—	—	—	22,500	5.08	—	—

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Proposal 2 —
approval of the amendment of our 2017 Incentive Plan

The Company’s 2017 Incentive Plan was adopted by the Board in April 2017 and approved by the stockholders in June 2017. As of April 1, 2023, 70,723 shares of common stock remained available for issuance under the Plan. To date, we have issued, on average, approximately 79,000 shares per year (the “Grant Rate”) under the Plan. In March 2023, in anticipation of the Company issuing shares under the Plan at a rate approximately in line with the Grant Rate over the remaining term of the Plan (which expires in 2027), the Board has adopted an amendment to the Plan, subject to stockholder approval, to increase the number of shares of common stock authorized to be issued under the plan from 500,000 to 750,000. The closing market price per share of our common stock as of April 1, 2023 was $5.18 per share.

Reasons for Voting to Approve the Proposed Amendment; Effects of the Proposed Amendment

The Board believes that the ability to grant equity and equity-based incentives to our directors, officers, and other key employees is critical to the Company’s efforts to attract and retain key talent and to encourage ownership of shares of common stock by key personnel. Accordingly, the Board believes that, in order for it to continue these efforts, the additional shares requested need to be authorized for issuance under the Plan. We believe the requested shares will be sufficient to enable us to grant stock awards under the Plan prior to its expiration, based on the historical Grant Rate and the recent market price of our shares. If the increase is not approved, we may be unable to continue to offer competitive equity incentives to attract and retain employees, and we may need to consider other compensation alternatives.

Accordingly, the Board recommends that the Company’s stockholders approve the following resolution:

“RESOLVED, that the Company’s stockholders approve an amendment to the 2017 Incentive Plan to revise the last sentence of Section 1.5(a) to read in its entirety as follows:

The maximum number of shares of Common Stock which may be issued under this Plan shall be Seven-Hundred and Fifty Thousand (750,000); provided, however, that no more than Seven-Hundred and Fifty Thousand (750,000) shares of Common Stock in the aggregate may be granted under the Plan in connection with Incentive Stock Options (subject to adjustment as provided in Section 9.12).”

The proposed amendment to the Plan will become effective upon stockholder approval of this proposal. If this proposal is not approved, the amendment will not become effective and the Plan will continue in its current form.

Summary of the Plan, as amended

The following summary of the major provisions of the Plan is qualified, in its entirety, by reference to the full text of the Plan. The full text of the Plan (as proposed to be amended) is attached as Appendix A to this Proxy Statement.

Purpose and Administration

Pursuant to the Plan, our directors, officers, and other key employees who have been selected as participants are eligible to receive awards of various forms of equity-based incentive compensation, including incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, performance shares and phantom stock, and awards consisting of combinations of such incentives. Approximately 39 employees (other than officers), 5 officers, and 5 non-employee directors will be eligible to participate in the Plan.

The Plan is administered by the Compensation Committee of the Board. Under the Plan, the Compensation Committee has the authority to establish, adopt, revise or rescind such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan.

Subject to the provisions of the Plan, the Compensation Committee has sole discretionary authority to interpret the Plan and to determine the type of awards to grant; when and to whom awards are granted; the number of shares covered by each award; and the terms and conditions of the award (including the applicable expiration date and vesting period). The term of the Plan is ten years from the effective date, after which no further awards may be granted thereunder.

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The Plan includes provisions that are designed to protect our stockholders’ interests and reflect good corporate governance practices, including minimum vesting periods; a prohibition on repricing; a limited recycling policy; clawback, forfeiture, and reduction capabilities afforded to the Compensation Committee for purposes of complying with applicable laws; a prohibition on the grant of any discount of stock options or stock appreciation rights with an exercise price below fair market value as of the date of grant; and a fixed number of shares issuable under the Plan, so that stockholder approval is required to issue any additional shares.

Types of Awards

Options granted under the Plan may be incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, or nonqualified stock options. The exercise price of any incentive stock options is the fair market value of the common stock on the date of grant. The exercise price of any nonqualified options is determined by the Compensation Committee when the options are granted, subject to a minimum price of the fair market value of the common stock on the date of grant. In the discretion of the Compensation Committee, the option exercise price may be paid in cash or in shares of stock or other property having a fair market value on the date of exercise equal to the option exercise price, or by delivering to us a copy of irrevocable instructions to a stockbroker to deliver promptly to us an amount of sale or loan proceeds sufficient to pay the exercise price.

A stock appreciation right granted under the Plan will entitle its holder to be paid an amount in cash or shares equal to the fair market value of our common stock subject to the stock appreciation right as of an date selected by the holder of the stock appreciation right or which may occur automatically as set forth under the terms of the Plan, less the exercise price of the related stock option, if any, or such other price as the Compensation Committee may determine at the time of the grant of the stock appreciation right (which may not be less than the fair market value of one share of our common stock on the date of grant).

Restricted stock will be issued to the recipient at the time the award is granted, but may be subject to forfeiture and such other conditions as may be set forth in the applicable restricted stock award agreement.

A performance share or phantom stock award will provide for the future payment of cash or the issuance of shares of common stock to the participant if continued employment or other performance objectives established by the Compensation Committee at the time of grant are attained. Performance share awards will be payable in common stock based on the fair market value of such shares on the valuation date; provided, however, that the Compensation Committee may, at its discretion, vary such form of payment in whole or partial consideration of the performance share, which form may include cash.

Originally, the aggregate number of shares of common stock to be awarded under the Plan was limited to 500,000 shares and no more than 500,000 of such shares of common stock available to be awarded under the Plan in the aggregate could be granted in connection with incentive stock options. The proposed amendment would increase those limits to 500,000 and 500,000, respectively. Unless the Compensation Committee specifically determines otherwise, the maximum number of shares available under the Plan and the awards granted under the Plan will be subject to appropriate adjustment in the case of any stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, exchanges or other changes in capitalization affecting our common stock.

Minimum Vesting Periods

Options, restricted stock, or stock appreciation rights granted to executive officers that are subject to vesting solely based on such executive officers continuing as employees may not vest in full or be issued earlier than the three-year anniversary of the grant date (except if accelerated pursuant to (i) a change in control, (ii) the death of the holder, (iii) the disability of the holder, or (iv) the holder’s termination of employment without “cause”). All restricted stock grants to executive officers that are subject to vesting or issuance based in whole or in part on performance conditions or the level of achievement versus performance goals will be evaluated over an award period of not less than one year.

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Amendment, Termination, or Modification of the Plan; Prohibition on Repricing

The Plan permits the Compensation Committee to amend, terminate, or modify the Plan from time to time, provided that, without shareholder approval, the Compensation Committee may not, among other things, materially increase the number of shares available for issuance under the Plan, reprice outstanding options or stock appreciation rights, expand the types of awards available under the Plan, materially expand the class of participants eligible to participate under the Plan or otherwise materially increase benefits to any participants.

Limited Recycling Policy

To the extent that shares of common stock subject to an award are not issued or delivered by reason of (i) the expiration, termination, cancellation, or forfeiture of such award or (ii) the settlement of such award in cash rather than the issuance of shares of common stock, then such shares of common stock shall again be available under the Plan, provided, however, that such shares will not again be available if such shares are (x) shares that were subject to a stock-settled stock appreciation right and were not issued or delivered upon the net settlement of such stock appreciation right, (y) shares delivered to, or withheld by, us to pay the exercise price or the withholding taxes related to an outstanding award, or (z) shares repurchased by us on the open market with the proceeds of an option exercise.

Clawback, Forfeiture and Reductions Of Awards

To comply with applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and any risk management requirements or policies adopted by us, the Compensation Committee retains the right to decrease or terminate any awards or payments under the Plan. Furthermore, any and all amounts paid or payable under the Plan will be subject to clawback, forfeiture, and reductions to the extent necessary to comply with applicable law, as determined by the Compensation Committee.

Effect of Change In Control

In the event of a “Change in Control,” all awards of options, stock appreciation rights, phantom stock and restricted stock will become fully exercisable or vested, as applicable, subject to certain limitations. The exercise of incentive stock options following a change in control will be subject to a $100,000 limitation under the Plan or any other similar plan of the Company. “Change in Control” means, unless the Committee otherwise directs by resolution adopted prior thereto, the occurrence of any of the following after the effective date of the Plan: (a) the date any “person” is or becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; (b) the date when individuals who, at the beginning of any two-year period during the duration of the Plan, constitute the Board, plus new directors whose election or nomination for election by our shareholders is approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period, cease for any reason during such two-year period to constitute at least a majority of the members of our Board; (c) the date a reorganization, merger or consolidation of us with any other corporation or entity is consummated regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least 50% of the combined voting power of the voting securities of us or such surviving or acquiring entity outstanding immediately after such merger, share exchange or consolidation; (d) the date our stockholders approve a plan of complete liquidation or dissolution of us; or (e) the date a sale or disposition by us of all or substantially all of our assets is consummated.

Certain Federal Income Tax Consequences

The following discussion summarizes the material federal income tax consequences of participation in the Plan. This discussion is general in nature and does not address issues related to the tax circumstances of any particular employee. The discussion is based on federal income tax laws in effect on the date hereof and is, therefore, subject to possible future changes in law. This discussion does not address state, local, or foreign tax consequences.

The following does not purport to be a complete description of the federal income tax aspects of the incentive stock options, NQSOs, stock appreciation rights, performance shares, restricted stock or phantom stock units granted under the Plan, and each participant in the Plan should consult his or her own tax advisor. The Plan is not a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code.

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Incentive Stock Options

Under Section 422 of the Internal Revenue Code, an employee of the Company or any of its subsidiaries will not recognize any taxable income at the time of the grant of an incentive stock option under the Plan. Similarly, participants will not recognize any taxable income on the exercise of an incentive stock option granted under the Plan if the option price is paid in cash or common stock of the same class as that being purchased. If the Compensation Committee authorizes, and a participant elects, to pay the option price with appreciated property other than common stock, the participant would recognize taxable income to the extent the fair market value of such property exceeds the participant’s basis in such appreciated property. The amount by which the fair market value of common stock acquired upon exercise of an incentive stock option exceeds the option price will constitute an item of adjustment for purposes of computing alternative minimum taxable income.

The tax treatment of the disposition of common stock acquired by exercise of an incentive stock option depends upon whether the participant disposes of such common stock within the statutory holding period for incentive stock option stock. The holding period for incentive stock option stock is the later of two years from the date of the grant of the incentive stock option or one year from the exercise of such option. If a participant disposes of incentive stock option stock after the close of the statutory holding period, he or she will recognize capital gain income equal to the difference between the amount received on such disposition and his or her basis in the transferred common stock. A participant’s basis in common stock acquired by exercise of an incentive stock option is generally equal to the option price.

If a participant disposes of common stock acquired by exercise of an incentive stock option within the statutory holding period, a so-called “disqualifying disposition,” the participant will recognize ordinary income equal to the difference between the option price and the fair market value of the common stock as of the date an incentive stock option was exercised. Ordinary income recognized on a disqualifying disposition is added to a participant’s basis in the common stock and amounts realized on the disposition in excess of such sum will be recognized as capital gain income.

We will be entitled to a deduction for compensation with respect to an incentive stock option only if and when a participant recognizes ordinary income from a disqualifying disposition.

Nonqualified Stock Options

The grant of an NQSO will have no immediate tax consequences to the Company or the participant. Common stock received on the exercise of an NQSO which is either transferable or not subject to a substantial risk of forfeiture will cause the participant to recognize ordinary income at the time of exercise equal to the excess, if any, of the fair market value of the stock at the time of exercise (determined without regard to any restriction other than a restriction that by its terms will never lapse) over the exercise price for such common stock. The holding period of common stock received on the exercise of a NQSO will commence as of the date of exercise. Except as provided below, it is not contemplated that the Company will issue or deliver common stock that is nontransferable or subject to a substantial risk of forfeiture.

Where ordinary income is recognized by a participant in connection with common stock received on the exercise of an NQSO, the Company will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant. The Company will be entitled to the deduction in the taxable year that includes the last day of the participant’s taxable year in which he or she recognizes such income. The Company is entitled to the deduction only if and to the extent the Company withholds tax from the participant’s award corresponding to the ordinary income recognized by the participant upon exercise of an NQSO. The Compensation Committee may permit a participant to elect to have a portion of the common stock deliverable upon exercise of an option withheld to provide for payment of such withholding tax. Otherwise, withholding taxes will be payable in cash at the time of exercise. A participant’s basis in common stock acquired by exercise of an NQSO is generally equal to the option price plus the compensation income recognized upon exercise.

Stock Appreciation Rights

A stock appreciation right is a contractual right which entitles a participant to an amount equal to the excess, if any, of the fair market value of one share of common stock on the appreciation date over the option price, in the case of a stock appreciation right granted in connection with an option, or the fair market value of one share of

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common stock on the date of grant, in the case of a stock appreciation right granted independent of an option. The Company may pay such excess in cash, in shares of common stock valued at fair market value, or any combination thereof. Fractional shares will be paid in cash. Stock appreciation rights may become exercisable in accordance with a vesting schedule as determined by the Compensation Committee.

The grant of a stock appreciation right will have no immediate tax consequences to the participant or the Company. If cash is given upon exercise of a stock appreciation right, the award will be treated as additional compensation income to the participant upon receipt. If the Company issues common stock upon the exercise of a stock appreciation right and such common stock is either transferable or not subject to a substantial risk of forfeiture, the participant will recognize compensation income upon receipt equal to the fair market value of the common stock. It is not contemplated that the Company will, upon the exercise of a stock appreciation right, issue or deliver common stock that is nontransferable or subject to a substantial risk of forfeiture.

Where ordinary income is recognized by a participant in connection with the exercise of a stock appreciation right, the Company will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant. The Company will be entitled to the deduction in the taxable year that includes the last day of the participant’s taxable year in which he or she recognizes income from the exercise of a stock appreciation right. If the Company issues common stock upon the exercise of a stock appreciation right, the Compensation Committee may permit a participant to elect to have a portion of the common stock deliverable upon exercise of an option withheld to provide for payment of such withholding tax. Otherwise, withholding taxes will be payable in cash at the time of exercise.

The holding period for determining whether capital gain or loss on the subsequent sale or exchange of the common stock awarded upon exercise of a stock appreciation right is long-term or short-term capital gain or loss will commence at the date of exercise.

Performance Shares

Performance shares may be awarded to participants based upon the degree to which certain objective performance goals, as established by the Compensation Committee, are attained. The amount earned with respect to an award of performance shares will usually be payable in common stock based upon the fair market value of such stock on the valuation date. The Compensation Committee may, however, vary the composition of a performance share award at its discretion.

If a performance share award is paid in cash, the award will be treated as additional compensation income to the participant upon receipt. If the Company issues common stock in payment of a performance share award and such common stock is either transferable or not subject to a substantial risk of forfeiture, the participant will recognize compensation income upon receipt of the common stock equal to the fair market value of the common stock. It is not contemplated that the Company will, upon payment of a performance share award, issue common stock that is nontransferable or subject to a substantial risk of forfeiture.

The Company will be entitled to a deduction in an amount equal to the performance share award in the taxable year that includes the last day of the participant’s taxable year in which he or she recognizes income from the receipt of a performance share award. If the Company issues common stock in payment of a performance share award, the Compensation Committee may permit a participant to elect to have a portion of the common stock withheld to provide for payment of such withholding tax. Otherwise, withholding taxes will be payable in cash at the time the performance shares are awarded.

The holding period for determining whether capital gain or loss on the subsequent sale or exchange of common stock received as a performance share award is long-term or short-term capital gain or loss will commence at the date of issue.

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Restricted Stock Awards

The Company may grant participants awards of restricted stock and establish the periods of restriction applicable thereto. Restricted stock will be nontransferable and subject to forfeiture upon termination of employment for any reason prior to the date such awards become vested in accordance with their terms. Unless otherwise set forth in the restricted stock agreement, participants will not be entitled to dividends payable or other distributions of the Company with respect to restricted stock during the restricted period.

Participants will recognize compensation income equal to dividends payable with respect to restricted stock during the restricted period. Dividends payable with respect to restricted stock following expiration of the restricted period shall be recognized as ordinary dividend income. Participants will recognize compensation income in an amount equal to the excess of the fair market value of restricted stock awarded to a participant over the amount paid, if any, for such shares as and when the restricted stock becomes either freely transferable or free of any risk of forfeiture.

The Company will be entitled to a deduction in an amount equal to the amount recognized as compensation income by a participant in the taxable year that includes the last day of the participant’s taxable year in which he or she recognizes income from the receipt of the receipt of restricted stock. The Compensation Committee may permit a participant to elect to have a portion of the restricted stock withheld to provide for payment of such withholding tax. Otherwise, withholding taxes will be payable in cash at the time the restricted stock is included in a participant’s income.

Phantom Stock Units

The Company may issue participants phantom stock unit awards upon terms and conditions established by the Compensation Committee from time to time. A phantom stock unit entitles the holder of such a unit to a hypothetical equivalent of one share of common stock granted in connection with a Plan award or deferred performance share award. Phantom stock unit awards will be nontransferable and subject to forfeiture if employment is terminated for any reason before such awards become vested in accordance with their terms. The Compensation Committee, in its sole discretion, shall determine whether dividends payable with respect to phantom stock units during the restricted period will be withheld by the Company and subject to forfeiture in accordance with the vesting schedule generally applicable to phantom stock units. Upon expiration of the restricted period with respect to any phantom stock units covered by a phantom stock unit award, the Company shall deliver to the participant or his or her beneficiary, without charge, one share of common stock for each phantom stock unit which has not then been forfeited and cash equal to any dividend equivalents credited with respect to such vested unit and interest, if any, thereon.

The award of a phantom stock unit, and the crediting of forfeitable dividend equivalents and interest thereon, will have no immediate tax consequences to the participant or the Company. The delivery of common stock, dividend equivalents and interest thereon with respect to fully vested phantom stock units will generate taxable compensation income to a participant in an amount equal to the fair market value of the common stock, if the stock is either freely transferable or not subject to a risk of forfeiture, and the cash, if any, awarded to the participant. It is not contemplated that the Company will issue or deliver stock that is nontransferable or subject to a substantial risk of forfeiture.

The Company will be entitled to a deduction in an amount equal to the amount recognized as compensation income by a participant in the taxable year that includes the last day of the participant’s taxable year in which he or she recognizes income from the receipt of common stock and cash for fully vested phantom stock units. The Compensation Committee may permit a participant to elect to have a portion of the common stock withheld to provide for payment of such withholding tax. Otherwise, withholding taxes will be payable in cash at the time the award is included in a participant’s income.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code denies a deduction to any publicly held corporation for compensation paid to certain “covered employees” during its taxable year to the extent that such compensation exceeds $1,000,000. Effective for taxable years beginning on or after January 1, 2018, “covered employees” are a company’s chief executive officer, chief financial officer (including any individual who served as either the chief executive officer or chief financial officer at any point during the taxable year) and any other individual whose

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compensation is among the three highest compensated officers for the taxable year (other than the chief executive officer and the chief financial officer). If an individual is considered a ”covered employee” for any taxable year beginning on or after January 1, 2017, then such individual will remain a “covered employee” for all future taxable years. For taxable years beginning on or before December 31, 2017, compensation paid under certain qualified performance-based compensation arrangements, which (among other things) provide for compensation based on pre-established performance goals established by a compensation committee that is comprised solely of two or more “outside directors,” is not considered in determining whether a “covered employee’s” compensation exceeds $1,000,000. Effective for taxable years beginning on or after January 1, 2018, the exception to Section 162(m) for performance-based compensation has been repealed, subject to certain transition and grandfathering rules. To the extent awards previously issued under the Plan qualify for transition or grandfathering status then such awards may continue to qualify for the performance-based exception to Section 162(m) that was in effect for taxable years beginning on or before December 31, 2017. For performance-based awards issued under the plan for taxable years beginning on or after January 1, 2018 the exception to 162(m) will not apply and such awards may not be deductible, but the Compensation Committee maintains flexibility to award compensation that may not be deductible if it believes doing so is in the best interest of the Company and its stockholders.

New Plan Benefits

The amount of awards payable under the Plan, if any, to any participant is not determinable as participation in the Plan does not guarantee the grant of an award, and all awards under the Plan are discretionary and subject to approval by the Compensation Committee, as described above.

The Board unanimously recommends a vote “FOR” the

approval of the amendment of our 2017 Incentive Plan

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Proposal 3 —
Approval of the amendment of our Amended and Restated Certificate of Incorporation

Paragraph A of Article VII of our Amended and Restated Certificate of Incorporation (the “Restated Certificate”) currently provides for the Company to limit the monetary liability of directors in certain circumstances, pursuant to and consistent with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation to eliminate or

SEC Form DEF 14A filed by Sensus Healthcare Inc.