Scott Breidbart
About Scott Breidbart
Independent director since April 21, 2022; age 69. Board-certified pediatrician and pediatric endocrinologist with payer-side medical management experience; consulting in the healthcare industry since November 2021. Education: BA Mathematics (Yale), MD (Columbia), MBA (Pace); licensed to practice medicine in New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinity Health Plan | Chief Medical Officer | Jan 2018–Nov 2021 (until purchase) | Led medical management and reimbursement strategy |
| Solera Health | Chief Medical Officer | Oct 2016–Jan 2018 | Payer engagement, clinical program oversight |
| Emblem Health | Chief Clinical Officer | Oct 2015–Sep 2016 | Clinical governance and operations |
| Empire BlueCross BlueShield | Chief Medical Officer | Nov 2008–Oct 2015 | Medical management leadership at major insurer |
| HealthNet | Medical Management roles | May 1998–Aug 2008 | Various medical management positions |
| New York Medical College | Pediatric Endocrinology Faculty | ~10 years (dates not specified) | Academic practice and teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthcare industry (independent) | Consultant | Since Nov 2021 | Focus on medical management and reimbursement |
Board Governance
- Independence: Board determined Breidbart is independent (non-employee, non-affiliate) under Nasdaq and SEC rules .
- Committees: Member of Audit, Compensation, and Nominating & Corporate Governance; not a chair .
- Attendance: Board met 6x in FY2024; Audit 5x, Compensation 2x, Nominating 1x; each director attended ≥75% of board and applicable committee meetings .
- Board leadership: Executive Chairman structure; Lead Independent Director is William Wesemann .
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | Stephen Deitsch | 5 |
| Compensation | Member | Bill Wesemann | 2 |
| Nominating & Corporate Governance | Member | Amanda Williams | 1 |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $25,000 | Paid quarterly in arrears |
| Committee membership fees | $5,000 per committee | Breidbart sits on 3 committees = $15,000 |
| Committee chair fees | $0 | Not a chair (Audit: Deitsch; Comp: Wesemann; NCG: Williams) |
| Total fees earned (cash) | $40,000 | Matches retainer + committee fees |
| Stock awards | $0 | No director equity granted in 2024 |
| Option awards | $0 | None in 2024 |
Performance Compensation
| Item | Details | Disclosure |
|---|---|---|
| Equity grants (FY2024) | None | No stock or option awards to Breidbart in 2024 |
| Plan limit (non-employee directors) | Proposed increase to 50,000 shares per director per year (from 52) | Amendment to 2022 Plan Sections 3(d) and 3(e) |
| Plan share reserve | Proposed increase to 125,257 shares (from 257) | Amendment to Section 3(a) |
| Clawback policy | Adopted effective Dec 1, 2023; Audit Committee found no performance-based comp tied to filed financials in prior 3 years to recover | Exhibit 97 to 2023 10-K; summary in proxy |
| Performance metrics | Administrator may set goals for performance awards; not specified for directors | Plan describes potential goals generically |
No director-specific performance metrics or vesting schedules were disclosed for Breidbart in FY2024; compensation was entirely in cash .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
- Compensation committee interlocks: None; no insider participation by compensation committee members .
- Section 16 compliance: All directors/officers timely filed ownership reports in 2024 .
Expertise & Qualifications
- Board-certified in Pediatrics and Pediatric Endocrinology; licensed in NY .
- Education: BA (Math, Yale), MD (Columbia), MBA (Pace) .
- Deep payer-side medical management and reimbursement expertise across major health plans (Empire BCBS, Emblem, Solera, Affinity) .
- Skill fit: Medical management and reimbursement expertise aligns with Aclarion’s clinical reimbursement and product strategy needs .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | Less than 1 share (“*”) |
| Ownership % of outstanding | Less than 1% (“*”) |
| Vested vs. unvested | Not disclosed for directors |
| Options (exercisable/unexercisable) | None disclosed for Breidbart |
| Pledged shares | Not disclosed; insider policy warns of margin/pledging risks |
| Hedging/derivatives policy | Prohibits derivative transactions by directors, except public common stock warrants |
Governance Assessment
- Independence and engagement: Independent director, on all three key committees; ≥75% attendance in FY2024 supports engagement .
- Compensation alignment: 100% of FY2024 director pay in cash ($40,000); no equity grants; combined with <1 share beneficial ownership, alignment to shareholder outcomes is limited. Consider encouraging equity grants or stock ownership targets for directors to strengthen “skin-in-the-game” .
- Committee coverage: Broad committee exposure (Audit/Comp/NCG) without chair roles; audit has designated financial expert (Deitsch), not Breidbart .
- Policies and controls: Clawback policy implemented; insider trading policy restricts derivatives; related party transactions policy in place; no related party transactions disclosed—reduces conflict risk .
- Board structure: Executive Chairman with Lead Independent Director oversight (Wesemann); structure mitigates but does not eliminate risks of combined leadership .
- Equity plan signal: Proposed substantial increase to non-employee director grant cap (50,000 shares) and share reserve; watch implementation for potential dilution and director pay inflation risks, though no FY2024 equity was granted to Breidbart .
RED FLAGS
- Minimal ownership: Beneficial ownership less than one share; zero equity compensation in FY2024—low ownership alignment for a governance-sensitive role .
- Leadership concentration: Combined chair/executive role (Executive Chairman) persists; mitigated by Lead Independent Director, but concentration remains a governance consideration .
Overall: Breidbart brings strong payer-side medical management and reimbursement expertise, broad committee participation, and independent status—positive for board effectiveness. The absence of equity holdings and equity-based director pay weakens alignment signals; monitoring future equity plan usage and any movement toward director ownership guidelines would be prudent for investor confidence .