Lukas Roush
BandwidthAbout Lukas M. Roush
Independent Class I director (since 2018), age 47 as of April 15, 2025. Roush is Managing Partner and co‑founder of Sovereign’s Capital (private equity) with prior operating roles at TransEnterix (VP Sales/Marketing/BD), Liquidia Technologies (COO), and Boston Scientific (global marketing manager). He graduated summa cum laude from Duke University and holds an MBA from Duke’s Fuqua School of Business. He chairs the Audit Committee, serves on the Compensation Committee, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Notes | Impact/Expertise |
|---|---|---|---|
| Sovereign’s Capital | Co‑founder; Managing Partner | Founded 2012; current | Private equity investing; financial qualifications |
| TransEnterix | VP Sales, Marketing & Business Development | Prior to Sovereign’s Capital | Commercial scaling in med‑tech |
| Liquidia Technologies | Chief Operating Officer | Prior to TransEnterix | Operations leadership; biopharma process expertise |
| Boston Scientific | Global Marketing Manager (Neurovascular stroke) | Prior to Liquidia | Product/market strategy; neurovascular segment |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Crown Financial Ministries | Director | Current | Non‑profit board service |
| Brotherhood Mutual Insurance Company | Director | Current | Insurance sector governance |
Board Governance
- Committee assignments:
- Audit Committee: Chair; meets independence and financial literacy standards; designated audit committee financial expert (with B. Bailey). 5 meetings in FY2024.
- Compensation Committee: Member; committee of independent directors; retained Meridian as independent consultant; 3 meetings in FY2024.
- Independence: Board determined Roush independent under SEC/Nasdaq rules; independent directors comprise a majority.
- Attendance: Board held 8 meetings in FY2024; each director attended at least 75% of board/committee meetings; all directors attended the May 23, 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session at each board, audit and compensation committee meeting.
- Leadership structure: CEO serves as Chair; no Lead Independent Director; independent directors provide strong committee leadership.
Fixed Compensation (Non‑Employee Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Paid quarterly in arrears |
| Audit Committee Chair Retainer (cash) | $20,000 | Annual chair fee |
| Compensation Committee Member Retainer (cash) | $7,500 | Annual member fee |
| 2024 Cash Fees Earned (Roush) | $77,500 | Sum of components above |
Performance Compensation (Non‑Employee Director)
| Grant Type | Grant Date/Value | Vesting | Outstanding at 12/31/2024 | Other Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | Nov 2024; $175,000 | Vests equally on Mar 31, Jun 30, Sep 30, Dec 31, 2025 | 15,709 RSUs | Full vest immediately prior to change in control |
| Annual cap on director compensation | N/A | N/A | N/A | Max $450,000 (or $650,000 in initial service year) per fiscal year under plan |
No performance‑conditioned metrics (e.g., TSR/EBITDA targets) are disclosed for director equity; RSUs are time‑based and aligned to service periods.
Other Directorships & Interlocks
- Other public company boards: Not disclosed for Roush. Current boards: Crown Financial Ministries; Brotherhood Mutual Insurance Company.
- Committee interlocks: Company discloses no compensation committee interlocks in the past year.
- Related‑party transactions: None disclosed for Roush; only related‑party item involves Relay, Inc. (CEO’s entity) sublease; Audit Committee oversees related‑party review.
Expertise & Qualifications
- Audit committee financial expert designation; deep financial literacy.
- Private equity leadership (Sovereign’s Capital) and extensive financial qualifications.
- Operating experience across med‑tech, biopharma nanotechnology, and global marketing—bringing process and commercialization discipline.
- Duke University (summa cum laude) and Duke Fuqua MBA—strong analytical and governance credentials.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % Voting Power | Outstanding RSUs (12/31/2024) |
|---|---|---|---|---|---|
| Lukas M. Roush | 53,046 | <1% | — | — | 15,709 |
- Hedging/pledging: Prohibited under insider trading policy (applies to directors).
Governance Assessment
- Strengths
- Independence and active committee leadership (Audit Chair; Compensation member) with financial expert designation enhance oversight of controls, audit quality, and compensation rigor.
- Engagement evidenced by attendance thresholds and executive sessions each meeting.
- Alignment via annual RSU grants; prohibition on hedging/pledging; clawback policy adopted per SEC/Nasdaq.
- Compensation oversight uses independent consultant (Meridian) with no conflicts identified.
- Watch items
- Board lacks a Lead Independent Director while CEO is Chair—heightens reliance on committee leadership and executive sessions.
- Equity plan governance allows price‑reductions for options/SARs without shareholder approval—a shareholder‑unfriendly feature to monitor in administration.
- Ongoing share pool increases and broad plan latitude may contribute to dilution; directors subject to plan caps but oversee equity strategy.
- Shareholder signals
- Say‑on‑Pay support ~80% in 2024; no program changes made in response—generally supportive but not overwhelming.
Overall, Roush’s independent status, audit chairmanship, and financial expertise are positives for investor confidence; no disclosed conflicts or related‑party exposures involving him. Continued focus on equity plan governance and board leadership balance (absent a Lead Independent Director) remains prudent.