Timothy Moran

About Timothy Moran

Timothy Moran, 53, has served as an independent Class III director of Adagio Medical Holdings (ADGM) since August 2024. He is a commercial med‑tech operator with prior CEO roles and currently serves as Chief Business Officer of Kestra Medical Technologies (Nasdaq: KMTS) as of November 2025. He holds a B.A. in Organizational Communication from SUNY Geneseo and brings broad commercial leadership in the medical technology sector .

Past Roles

External Roles

Board Governance

• Independence and tenure: Board affirmatively determined Moran is independent under Nasdaq rules, including independence for Audit and Compensation Committees; director since Aug 2024 (Class III) .
• Committee assignments and roles (FY2024):
  • Audit Committee: Member (Chair: Sandra Gardiner). Company disclosed non‑compliance with Nasdaq Listing Rule 5605 due to Audit Committee composition following a resignation .
  • Compensation Committee: Chair (members: Moran, Orly Mishan) .
• Meetings and attendance: Board met 5 times in the last fiscal year; each director attended at least 75% of aggregate Board and committee meetings during the period of service .

Fixed Compensation (Director)

• Non‑employee director cash program (adopted March 2025): $40,000 annual base retainer; committee chairs receive additional $20,000 (Audit), $13,000 (Compensation), $10,000 (Nominating & Corporate Governance); non‑chair committee members receive $10,000 (Audit), $7,000 (Compensation), $5,000 (Nominating & Corporate Governance). Fees are paid quarterly and prorated for partial periods; no meeting fees disclosed .
• 2024 actual fees (prorated post‑Business Combination close): Moran received $14,250 in cash; no options were granted to directors in 2024 .

Performance Compensation (Director)

• Equity structure for non‑employee directors (service‑based, not performance‑metric based):
  • Initial option grant upon first appointment (non‑chair directors): 90,000 options, vest monthly over 3 years.
  • Annual option grant at each annual meeting (non‑chair directors): 30,000 options, vest monthly over 1 year.
  • Policy adopted March 2025; then‑current non‑employee directors were granted initial options consistent with these terms, with vesting service commencing from July 31, 2024 .
• Clawback: Company adopted an Incentive Compensation Recoupment Policy in July 2024 to comply with Rule 10D‑1 and Nasdaq 5608; applies to incentive compensation tied to financial reporting measures (primarily executive officers) .

Other Directorships & Interlocks

No related‑party transactions involving Moran are disclosed in the “Certain Relationships and Related Transactions” section; the section details financing transactions with institutional investors but none identified as involving Moran .

Expertise & Qualifications

• Commercial and operating leadership across med‑tech (Covidien/Medtronic, ConvaTec) and small‑cap public med‑tech (Motus GI), plus CEO experience and board chair tenure .
• Education: B.A. in Organizational Communication, SUNY Geneseo .

Equity Ownership

• Beneficial ownership as of October 24, 2025: 40,000 shares issuable upon exercise of options exercisable within 60 days; less than 1% ownership. No direct common shares are listed for Moran in the table .
• Hedging/pledging: Insider Trading Policy prohibits short sales, options, hedging transactions, and use of margin accounts by directors (aligns interests and restricts pledging) .
• Stock ownership guidelines: Compensation Committee monitors compliance with any stock ownership guidelines; specific director guideline levels not disclosed .

Governance Assessment

• Positives
  • Independent director with leadership roles on key committees; chairs Compensation Committee and serves on Audit Committee, indicating trust in oversight capability .
  • Attendance met or exceeded 75% threshold; Board held 5 meetings in last fiscal year; demonstrates baseline engagement .
  • Director equity is service‑based and recurring (initial plus annual options), aligning pay with long‑term tenure; hedging/pledging prohibitions further support alignment .
  • Clawback policy in place (Rule 10D‑1 compliant), enhancing accountability for incentive compensation (primarily executives) .
• Watch‑outs / Red Flags
  • Audit Committee non‑compliance with Nasdaq Listing Rule 5605 disclosed following a resignation; heightens scrutiny on financial oversight while remediation is pending .
  • Concurrent executive role at Kestra Medical Technologies (public company) may create time‑commitment considerations; no related‑party transactions with Moran disclosed .
  • Director stock ownership guidelines not specified; Compensation Committee states it monitors compliance “with any stock ownership guidelines,” but quantitative thresholds for directors were not disclosed .
• Context
  • As an emerging growth company, ADGM is exempt from say‑on‑pay; no shareholder vote results are provided in the proxy .