{"url_path":"/sec/amix/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 **         **Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","accession_number":"0001437749-26-020686","cik":"0001617867","ticker":"AMIX","issuer_name":"Autonomix Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1617867/0001437749-26-020686-index.html","primary_entity_key":"0001617867","primary_entity_name":"Autonomix Medical, Inc."},"word_count":3982,"has_tables":true,"body_markdown":"**Item 10.**         **Directors, Executive Officers and Corporate Governance**\n\n \n\n**Directors and Executive Officers**\n\n \n\nThe following table sets forth the names and ages of all of our directors and executive officers as of June 1, 2026. Our officers are appointed by, and serve at the pleasure of, the Board of Directors. \n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position**\n\nBrad Hauser\n\n \n\n49\n\n \n\nChief Executive Officer and President\n\nDr. Robert Schwartz\n\n \n\n75\n\n \n\nChief Medical Officer\n\nLandy Toth\n\n \n\n49\n\n \n\nChief Technology Officer\n\nTrent Smith\n\n \n\n57\n\n \n\nChief Financial Officer\n\nWalter V. Klemp\n\n \n\n66\n\n \n\nExecutive Chairman\n\nLori Bisson\n\n \n\n55\n\n \n\nVice Chair and Director\n\nJonathan P. Foster\n\n \n\n62\n\n \n\nDirector\n\nDavid Robins\n\n \n\n57\n\n \n\nDirector\n\nChristopher Capelli\n\n \n\n66\n\n \n\nDirector\n\n \n\nSet forth below is biographical information about each of the individuals named in the table above:\n\n \n\n**Brad Hauser, Chief Executive Officer and President**. Mr. Hauser became our President and Chief Executive Officer effective June 17, 2024. Prior to his appointment as President and Chief Executive Officer, Mr. Hauser served as the Chief Operating Officer at Beauty Health from January 2023 to June 2024. Mr. Hauser previously served as the President and Chief Executive Officer at Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics, from November 2020 to December 2021. Soliton was purchased by AbbVie in 2021 and he continued to provide transition support post-acquisition as the President and Chief Executive Officer of Soliton with Allergan Aesthetics, an AbbVie company, until July 2022. Mr. Hauser previously served as Vice President, Research and Development and General Manager for CoolSculpting at Allergan Pharmaceuticals since ZELTIQ Aesthetics, Inc. was acquired by Allergan in April 2017. Previously, he served as the Senior Vice President of Research and Development at ZELTIQ Aesthetics, Inc. from January 2017 to April 2017 and as its Vice President of Research and Development from July 2015 to January 2017. Mr. Hauser joined ZELTIQ in December 2013 as Vice President of Product and Clinical Strategy. Prior to joining ZELTIQ, he held multiple roles in the aesthetic industry, including Executive Vice President of Commercial Operations at Cutera, Director of Research and Development at Medicis and Managing Director of Product and Clinical Marketing at Solta Medical. Mr. Hauser received his B.A. degree in Human Biology from Stanford University.\n\n \n\n**Dr. Robert Schwartz, Chief Medical Officer.** Dr. Schwartz was a co-founder of our company, has served as our Chief Medical Officer since June 2023, and served as our Chief Executive Officer from February 2022 until June 2023. Dr. Schwartz is President of the Jon DeHaan Center for Medical Innovation. He was previously Director at the Center for Applied Vascular Biology and Interventions, Mayo Foundation. Dr. Schwartz has also served as Professor and Associate Professor at the Mayo Medical School. He holds Board Certifications on the National Board of Medical Examiners, American Board of Internal Medicine, and the American Board of Internal Medicine, Cardiovascular Diseases. He has published numerous articles in peer review journals dealing with various topics in interventional cardiology. Dr. Schwartz is the recipient of various awards including the Andreas Gruentzig Award for Basic Research in Coronary Restenosis from the Thoraxcenter/European Society of Cardiology. He holds professional memberships as Fellow of the American College of Cardiology, American Heart Association, and The Society for Cardiac Angiography and Interventions. Dr. Schwartz is also a member of the Society of Atherosclerosis Imaging. Dr. Schwartz received a Master’s Degree in Electrical Engineering, and his doctorate from the University of Colorado-Denver and continued his internship, residency, and Fellowship at the Mayo Graduate School of Medicine. Dr. Schwartz has agreed to provide services to us on a part-time basis of 25% of his working time.\n\n \n\n**Landy Toth, Chief Technology Officer.**Mr. Toth is a key inventor and is responsible for Autonomix’s development efforts to date. Mr. Toth founded Tricord Holdings, LLC in 2012 and Autonomix in August 2014 and has been the Chief Technology Officer since that time. In addition to these efforts, he founded and has filled the role of Chief Technology Officer of LifeLens Technologies, Inc. since September 2016 and also assumed the role of Chief Executive Officer in November 2024. Over the past 20 years, Mr. Toth has successfully commercialized medical device technologies within startup environments. His focus has been the development and commercialization of wearable and interventional diagnostic medical technologies. He presently has 647 publications across 56 patent families. His portfolio has a grant rate greater than 70% after 2 years. Mr. Toth holds a MASc from the University of Toronto and a BASc from the University of Waterloo. Mr. Toth has also been an employee of Davos Chemical Corporation since January 2011. Mr. Toth has agreed to provide services to us on a part-time basis of 25% of his working time.\n\n \n\n4\n\n[Table of Contents](#toc)\n\n \n\n**Trent Smith, Chief Financial Officer.** Mr. Smith joined us in July 2023 as our Chief Financial Officer. Mr. Smith has extensive management, accounting, financial and international experience. From June 2018 to September 2022, Mr. Smith served as the Corporate Controller and Vice-President of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics that was acquired by AbbVie, Inc. in December 2021 and he continued to provide transition support post acquisition. From 2011 to 2018, Mr. Smith held various positions with InfuSystem Holdings, Inc., a national provider of infusion pumps and related services to the healthcare industry, where he served as Corporate Controller and Vice-President before a promotion to Chief Accounting Officer and Executive Vice President. From 2010 to 2011, Mr. Smith served as the Director of External Reporting of Syncreon Holdings, Inc., an international leader in global supply chain management, where he was responsible for creating the external reporting department to be compliant with SEC type reporting. From 2006 to 2010, Mr. Smith served as the Director of Accounting and Financial Reporting of Champion Homes, Inc., a leader in the manufactured housing industry and one of the largest modular homebuilders in North America. From 2005 to 2006, Mr. Smith served as the Director of External Financial Reporting for Dura Automotive Systems, a Tier 1 international designer and manufacturer of automotive components headquartered in Auburn Hills, MI. From 1999 to 2006, Mr. Smith served in various roles and divisions for Valeo, Inc., an international Tier 1 automotive supplier, including as Financial Controller and Treasurer of Valeo Distribution North America and Director of Accounting and Internal Controls for Valeo Wiper Systems, Valoe’s largest division in North America. Mr. Smith began his professional career as an auditor with Deloitte & Touche, LLP in 1995. Mr. Smith served on active duty in the United States Navy from 1987 through 1991 and the reserves until 1993. Mr. Smith is a Certified Public Accountant and a graduate of the University of Illinois where he earned a Bachelor of Science in Accounting.\n\n \n\n**Walter V. Klemp, Executive Chairman.**Mr. Klemp joined us in January 2022 as our Executive Chairman. Mr. Klemp is a co-founder of Moleculin Biotech, Inc., a clinical-stage pharmaceutical company, and has served as its Chairman of the Board and Chief Executive Officer since July 2015 and as president since August 2017. From July 2018 until December 2021, Mr. Klemp served as Executive Chairman on the Board of Directors of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics. In December 2021 Soliton, Inc. was acquired by AbbVie, Inc. From November 2011 to July 2018, Mr. Klemp served as Chief Executive Officer of Soliton. Mr. Klemp served as President and Chief Executive Officer of Zeno Corporation from 2004 to April 2011, where he developed and marketed dermatology devices and drugs from concept through FDA approval and market launch. From 1987 to 2000, Mr. Klemp served as Chief Executive Officer and Chairman of Drypers Corporation, a publicly traded multinational consumer products company that was listed as #1 on the INC 500 List of America’s Fastest Growing Companies. We believe that Mr. Klemp’s extensive experience in the medical device field provide him with the qualifications to serve as a Chairman of the Board.\n\n \n\n**Lori Bisson, Vice Chair and Director.** Ms. Bisson joined us in July 2023 as a director and served as our Chief Executive Officer from July 2023 until June 2024 and as Vice Chair since June 2024. From January 2015 until June 2022, Ms. Bisson served as Chief Financial Officer of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics. Soliton was purchased by AbbVie in 2021 and she continued to provide transition support post-acquisition. Prior to joining Soliton, Ms. Bisson worked as a financial and business development consultant as a shareholder in Condon & Company, PC, from 2009 through December 2014, where she advised a number of life science companies. From 2005 to 2009, Ms. Bisson served as the Chief Financial Officer and Vice President of Operations for Zeno Corporation, a medical device company focused on new technology in the aesthetics area. Ms. Bisson previously served as the Chief Financial Officer of Gulfstream Trading, Ltd., an international oil trading organization from 2001 to 2005. From 1995 to 2001, Ms. Bisson held various positions with Drypers Corporation, a publicly traded multinational consumer products company, where she ultimately held the title of Vice President of Integrated Solutions and oversaw accounting, information technology, and logistics for the U.S. operation. Ms. Bisson began her career at Arthur Andersen, LLP as an auditor focused on consumer products companies. Ms. Bisson also serves as an advisor to Moleculin Biotech, Inc., a clinical stage pharmaceutical company focused on the development of oncology drug candidates. Ms. Bisson is a Certified Public Accountant and holds a B.A. degree in Accounting from Baylor University. We believe that Ms. Bisson’s extensive experience in the medical device field provides her with the qualifications to serve as a director.\n\n \n\n5\n\n[Table of Contents](#toc)\n\n \n\n**Jonathan P. Foster, Director.** Mr. Foster joined us in January 2022 as a director. Mr. Foster has served as the Chief Financial Officer and Executive Vice President of Moleculin Biotech, Inc., a clinical-stage pharmaceutical company, since August 2016. Mr. Foster brings more than 30 years in financial experience holding a variety of executive and senior financial positions with public, private, start-up to large corporate and international companies. From February 2012 to August 2016, Mr. Foster served as Chief Financial Officer and Executive Vice President of InfuSystem Holdings, Inc., a national provider of infusion pumps and related services to the healthcare industry. From May 2011 to January 2012, Mr. Foster served as a consultant to the Chief Financial Officer of LSG Sky Chefs, USA, Inc., a subsidiary of Deutsche Lufthansa AG. Prior to that Mr. Foster served in various C-suite capacities with public and private companies with his start beginning as Manager at Deloitte & Touche, LLP. Mr. Foster served on the Board of Financial Institutions for the State of South Carolina from 2006 to 2012 and from June 2018 until December 2021 served on the Board of Directors of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics, where he was the Chairman of the Audit and Compensation Committees and the past Chairman of the Nominating & Governance Committee. In December 2021 Soliton, Inc. was acquired by AbbVie, Inc. Since June 2021, Mr. Foster has served on the Board of Directors of Empery Digital, Inc. where he is the past Chairman and current member of the Audit Committee, a member of the Nominating & Governance Committee and is the Chairman of the Compensation Committee. Mr. Foster is a Certified Public Accountant (South Carolina) and holds the designation of Chartered Global Management Accountant from the American Institute of Certified Public Accountants. He received his BS in Accounting from Clemson University in 1985. We believe that Mr. Foster’s extensive experience in the medical field provide him with the qualifications to serve as a director.\n\n \n\n**David Robins, Director**. Mr. Robins was a co-founder of our company and has served as a director since February 2022. Mr. Robins is also a founder and board member of LifeLens that is currently developing on the body sensing devices. Since 2013, Mr. Robins has served as co-CEO of DavosPharma, a privately held corporation that focuses on supporting biotechnology and medical device companies with manufacturing their products for clinical trials and commercialization. He received his BS in Engineering Chemistry from Queen’s University in Kingston, Ontario and a MS in Chemical Engineering from Syracuse University. Mr. Robins has a significant background in taking medical devices and drugs from clinical trials to commercialization and FDA approvals. We believe that Mr. Robins’ extensive experience in medical device development provide him with the qualifications to serve as a director.\n\n \n\n**Christopher Capelli, Director**. Dr. Capelli currently works at AbbVie as Research Fellow and Scientific Officer & Medical Device Advisor/Soliton for Allergan Aesthetics R&D Surgical Devices. Prior to being acquired by AbbVie in December 2021, he was the Vice Chairman of the Board, Chief Science Officer and Co-founder for Soliton, Inc., a medical device company that was commercializing RESONIC™ for the dermatologic esthetics marketplace based on its Rapid Acoustic Pulse (“RAP”) technology. Dr. Capelli is the lead inventor in Soliton’s RAP technology. A graduate of Massachusetts Institute of Technology (“MIT”) with a Bachelor of Science degree in Mechanical Engineering, Dr. Capelli earned his MD from the University of Wisconsin Medical School and maintains a medical license in the State of Wisconsin. As a result of his scientific work since graduating from MIT, Dr. Capelli holds over 100 issued patents and patent applications worldwide. These patents served as the basis for the creation of five companies having a total market capitalization greater than $36 billion. As a businessman, Dr. Capelli has been directly involved in the start-up of numerous venture-capital backed biomedical company ventures. We believe that Dr. Capelli’s extensive experience in medical device development provide him with the qualifications to serve as a director.\n\n \n\nNo director is related to any other director or executive officer of our company or our subsidiaries, and, there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as director.\n\n \n\n**GOVERNANCE OF THE COMPANY** \n\n \n\n**Board Committees**\n\n \n\nOur board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee have a written charter. The charters, which include the functions and responsibilities of each of the committees, can be found in the “Investors - Corporate Governance” section on our web site at https://ir.autonomix.com/corporate-governance.\n\n \n\n6\n\n[Table of Contents](#toc)\n\n \n\n**Audit Committee**. Our audit committee consists of three independent directors. The members of the audit committee are Jonathan Foster, David Robins and Christopher Capelli. Mr. Foster is the chairperson of the audit committee. The audit committee consists exclusively of directors who are financially literate. In addition, Mr. Foster is considered an “audit committee financial expert” as defined by the SEC’s rules and regulations.\n\n \n\nThe audit committee responsibilities include:\n\n \n\n \n\n●\n\noverseeing the compensation and work of and performance by our independent registered public accounting firm and any other registered public accounting firm performing audit, review or attestation services for us;\n\n \n \n\n \n\n \n\n●\n\nengaging, retaining and terminating our independent registered public accounting firm and determining the terms thereof;\n\n \n \n\n \n\n \n\n●\n\nassessing the qualifications, performance and independence of the independent registered public accounting firm;\n\n \n \n\n \n\n \n\n●\n\nevaluating whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence;\n\n \n \n\n \n\n \n\n●\n\nreviewing and discussing the audit results, including any comments and recommendations of the independent registered public accounting firm and the responses of management to such recommendations;\n\n \n \n\n \n\n \n\n●\n\nreviewing and discussing the annual and quarterly financial statements with management and the independent registered public accounting firm;\n\n \n \n\n \n\n \n\n●\n\nproducing a committee report for inclusion in applicable Commission filings;\n\n \n \n\n \n\n \n\n●\n\nreviewing the adequacy and effectiveness of internal controls and procedures;\n\n \n \n\n \n\n \n\n●\n\nestablishing procedures regarding the receipt, retention and treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing investigations into any matters within the scope of the responsibility of the audit committee; and\n\n \n \n\n \n\n \n\n●\n\nreviewing transactions with related persons for potential conflict of interest situations.\n\n \n\n**Compensation Committee**. Our compensation committee consists of three independent directors. The members of the compensation committee are Jonathan Foster, David Robins and Christopher Capelli. Mr. Foster is the chairperson of the compensation committee. The committee has primary responsibility for:\n\n \n\n \n\n●\n\nreviewing and recommending all elements and amounts of compensation for each executive officer, including any performance goals applicable to those executive officers;\n\n \n \n\n \n\n \n\n●\n\nreviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans;\n\n \n \n\n \n\n \n\n●\n\nonce required by applicable law, causing to be prepared a committee report for inclusion in applicable Commission filings;\n\n \n \n\n \n\n \n\n●\n\napproving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers; and\n\n \n \n\n \n\n \n\n●\n\nreviewing and recommending the level and form of non-employee director compensation and benefits.\n\n \n\n7\n\n[Table of Contents](#toc)\n\n \n\n**Nominating and Governance Committee**. The nominating and governance committee consists of three independent directors. The members of the nominating and governance committee are Jonathan Foster, David Robins and Christopher Capelli. Mr. Robins is the chairperson of the nominating and governance committee. The committee’s responsibilities include:\n\n \n\n \n\n●\n\nrecommending persons for election as directors by the stockholders;\n\n \n\n \n\n●\n\nrecommending persons for appointment as directors to the extent necessary to fill any vacancies or newly created directorships;\n\n \n\n \n\n●\n\nreviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board;\n\n \n\n \n\n●\n\nreviewing any stockholder proposals and nominations for directors;\n\n \n\n \n\n●\n\nadvising the board of directors on the appropriate structure and operations of the board and its committees;\n\n \n\n \n\n●\n\nreviewing and recommending standing board committee assignments;\n\n \n\n \n\n●\n\ndeveloping and recommending to the board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;\n\n \n\n \n\n●\n\nmaking recommendations to the board as to determinations of director independence; and\n\n \n\n \n\n●\n\nmaking recommendations to the board regarding corporate governance based upon developments, trends, and best practices.\n\n \n\n**Nomination of Director Candidates**\n\n \n\nWe receive suggestions for potential director nominees from many sources, including members of the Board, advisors, and stockholders. Our Nominating and Corporate Governance Committee charter states that our Nominating and Corporate Governance Committee shall consider any director candidates recommended by our stockholders pursuant to the procedures set forth in our proxy statement, or made in accordance with applicable laws, rules and regulations and the provisions of our charter documents. Any such nominations, together with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate Governance Committee in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same manner as all other candidates.\n\n \n\nQualifications for consideration as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director candidates but seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the annual meeting.\n\n \n\n8\n\n[Table of Contents](#toc)\n\n \n\nA stockholder wishing to nominate a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors has determined that one or more directors will be elected must submit a written notice of his or her nomination of a candidate to the Chairperson of the Nominating and Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical data and other relevant information together with a consent from the nominee. Pursuant to our Bylaws, the submission must be received at our principal executive offices 120 days prior to the anniversary date of our previous year’s proxy statement so as to permit the Board of Directors time to evaluate the qualifications of the nominee.\n\n \n\nIn addition to satisfying the foregoing requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act to comply with the universal proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Bylaws described above.\n\n \n\n**Stockholder Communications with Directors**\n\n \n\nPersons wishing to write to our Board of Directors, or to a specified director or committee of the Board, should send correspondence to the Corporate Secretary at 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380. Electronic submissions of stockholder correspondence will not be accepted.\n\n \n\nThe Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the functioning of the Board or to the affairs of the Company. Any correspondence received that is addressed generically to the Board of Directors will be forwarded to the Chairman of the Board.\n\n \n\n**Anti-Hedging Policy**\n\n \n\nOur policies prohibit directors, officers and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities without our prior approval.\n\n \n\n**Code of Ethics**\n\n \n\nWe have adopted a written code of ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and any persons performing similar functions. The code of ethics is on the “Investors - Corporate Governance” section of our web site at https://ir.autonomix.com/corporate-governance. We intend to disclose any future amendments to, or waivers from, the code of ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.\n\n \n\n**Insider Trading Policy**\n\n \n\nOur Board has adopted an Insider Trading Policy that applies to all of our directors, executive officers, and employees. The policy attempts to establish standards that will avoid even the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain the confidentiality of information about the Company and to not engage in transactions in the Company’s securities while aware of material nonpublic information. Our insider trading policy was filed as Exhibit 19 to the original Annual Report of Form 10-K filed on May 27, 2026.\n\n \n\n**Section 16(A) Reports**\n\n \n\nSection 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding shares of common stock to file reports with the SEC disclosing their ownership of common stock at the time they become subject to Section 16(a) and changes in such ownership that occur during the year. Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all directors, executive officers and holders of more than 10% of the common stock complied in a timely manner with the filing requirements applicable to them with respect to transactions during the year ended March 31, 2026.\n\n \n\n9\n\n[Table of Contents](#toc)"}