Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer; Appointment of Chief Legal Officer
On August 18, 2025, Zynex, Inc. (the “Company”) appointed Vikram Bajaj to serve as Chief Financial Officer and Treasurer of the Company and John Bibb to serve as Chief Legal Officer and Secretary of the Company. Mr. Bajaj will succeed Dan Moorhead, who is resigning from his position as Chief Financial Officer effective August 18, 2025 and will depart the Company effective August 29, 2025.
Vikram Singh Bajaj, 49, has over 20 years of leadership experience in finance, M&A, and strategy within the med-tech sector. Prior to joining the Company, Mr. Bajaj previously served as the Chief Financial for Vyaire Medical, Inc. (“Vyaire”), a multinational respiratory solutions company, from 2023 to 2024. From 2022 to 2023, Mr. Bajaj served as an independent strategic advisor to private and public healthcare companies on strategic transformation and M&A transactions. From 2020 to 2021, Mr. Bajaj served as the Chief Financial Officer for Kepro, a healthcare services company. Prior to joining Kepro, Mr. Bajaj worked at Kinetic Concepts, Inc. (“KCI”), a multinational medical technology company, as Senior Vice President, Strategy & Corporate Development from 2009 to 2019. Prior to joining KCI, Mr. Bajaj, was a healthcare investment banker at J.P. Morgan. He began his career in public accounting with Arthur Andersen and is a Chartered Accountant.
John T. Bibb, 52, has served as an executive leader with companies in private and public environments through M&A, capital markets, complex litigation, government disputes, compliance remediation, and intellectual property exploitation. Prior to joining the Company, Mr. Bibb previously served as the Group CEO for Vyaire from 2023 to 2024. From 2021 to 2023, Mr. Bibb served as their Executive Vice President, Chief Legal and HR Officer. Prior to joining Vyaire, Mr. Bibb worked at KCI from 2003 to 2019. Mr. Bibb served in various leadership positions at KCI, including as Executive Vice President and General Counsel from 2011 to 2019 and Chief Human Resources Officer from 2017 to 2019. Prior to joining KCI, Mr. Bibb practiced law at the law firms of Baker Botts, L.L.P. and Cox Smith Matthews Incorporated.
Effective August 18, 2025, the Company entered into an employment agreement with each of Mr. Bajaj (the “Bajaj Agreement”) and Mr. Bibb (the “Bibb Agreement”).
Pursuant to the Bajaj Agreement, Mr. Bajaj will receive an annual base salary of $450,000 and be eligible for an annual discretionary bonus in a target amount of 70% of his annual base salary, based on the achievement of Company and individual performance milestone established by the Compensation Committee of the Board of Directors (the “Compensation Committee”). In addition, as an inducement for Mr. Bajaj to commence employment with the Company, Mr. Bajaj will receive inducement equity awards (the “Bajaj Awards”) consisting of (i) a grant of shares of restricted stock reflecting a grant date fair value of $2,500,000 at a Company valuation of $500,000,000, calculated on the grant date based on the number of Company shares outstanding as of the grant date, vesting on the third anniversary of Mr. Bajaj’s start date, subject to his continued employment, with accelerated vesting in connection with certain terminations of employment and (ii) a number of options reflecting a grant date fair value of $2,500,000 at a Company valuation of $500,000,000, calculated on the grant date based on the number of Company shares outstanding as of the grant date and the closing price of the Company’s common stock on the grant date, with an exercise price equal to the fair market value of the Company’s common stock on the grant date and vesting in quarterly installments over a period of four years from Mr. Bajaj’s start date, subject to his continued employment.
Pursuant to the Bibb Agreement, Mr. Bibb will receive an annual base salary of $450,000 and be eligible for an annual discretionary bonus in a target amount of 70% of his base salary, based on the achievement of Company and individual performance milestone established by the Compensation Committee. In addition, as an inducement for Mr. Bibb commence employment with the Company, Mr. Bibb will receive inducement equity awards (the “Bibb Awards”) consisting of (i) a grant of shares of restricted stock reflecting a grant date fair value of $2,500,000 at a Company valuation of $500,000,000, calculated on the grant date based on the number of Company shares outstanding as of the grant date, vesting on the third anniversary of Mr. Bibb’s start date, subject to his continued employment, with accelerated vesting in connection with certain terminations of employment and (ii) a number of options reflecting a grant date fair value of $2,500,000 at a Company valuation of $500,000,000, calculated on the grant date based on the number of Company shares outstanding as of the grant date and the closing price of the Company’s common stock on
