Mark Strome
About Mark Strome
Mark Strome, 67, is an independent director of HeartBeam, Inc. (BEAT) with over 40 years in investment management; he was appointed to the board on June 5, 2023 and serves on the Compensation and Commercialization Committees . He is Founder, Chief Investment Officer, and Chairman at Strome Investment Management, L.P. and Strome Group, Inc., and previously a Portfolio Manager at Kayne Anderson; he holds a B.S. in Engineering from Old Dominion University and an M.S. in Economics from UC Berkeley . The Board has affirmed that seven directors are independent under Nasdaq rules and also confirmed Compensation Committee members (including Strome) meet independence criteria; the board held executive sessions of independent directors per Nasdaq requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strome Investment Management, L.P.; Strome Group, Inc. | Founder, CIO, Chairman | Not disclosed | Led private placement hedge fund investments across non-traditional asset classes |
| Kayne Anderson | Portfolio Manager | Not disclosed | Investment management track record |
| Endurance Ventures; National Water and Power; Eco-Duro Corporation; NWP Services Corporation; Mobil Satellite Ventures | Director | Not disclosed | Board service across multiple companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Analytics, Inc. | Advisory Board Member | Not disclosed | Fintech/analytics advisory |
| Johns Hopkins Medical Center | Board of Advisors | Not disclosed | Healthcare advisory role |
| New Roads School; Big Bear Foundation | Trustee | Not disclosed | Non-profit governance |
| Pulse Biosciences | Founding/incubation involvement | Not disclosed | Public company involvement cited by bio |
Board Governance
- Committee assignments: Compensation Committee member; Commercialization Committee member; not a chair (Compensation chaired by Richard Ferrari; Commercialization chaired by Willem Elfrink) .
- Independence: Board says seven directors are independent under Nasdaq Listing Rule 5605; Compensation Committee members meet independence criteria .
- Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings; similar disclosure for 2023 .
- Executive sessions: Independent directors conduct executive sessions at regularly scheduled meetings per Nasdaq rules .
- Years of service on BEAT board: Appointed June 5, 2023 (≈2+ years as of 2025) .
- Annual meeting attendance policy: Company has no written policy requiring directors to attend the annual meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $29,722 | $60,000 |
| Stock Awards ($) | $75,000 | $75,000 |
| Total ($) | $104,722 | $135,000 |
- Outside Director cash compensation schedule (effective Jan 1, 2022): Board Chair $120,000; Board Member $40,000; Audit Committee Chair $25,000; Audit Committee Member $10,000; Other Committee Chair $15,000; Other Committee Member $10,000 .
- Non-employee director aggregate cap: ≤$600,000 per fiscal year (≤$900,000 in initial service year), measured by grant-date fair value; does not include compensation for services as employee/consultant .
Performance Compensation
- Annual RSUs for directors are time-based and typically grant at each Annual Stockholder Meeting, vesting in full at the following annual meeting; awards convert dollars to shares at grant-date FMV; no performance metrics for director RSUs disclosed .
- Dr. Jaff’s RSU schedule is an exception vesting over three years; Strome’s awards follow annual vest-in-full pattern .
Other Directorships & Interlocks
| Company/Entity | Nature of Role | Potential Interlock/Relevance |
|---|---|---|
| Endurance Ventures; National Water and Power; Eco-Duro; NWP Services; Mobil Satellite Ventures | Past directorships | No BEAT-related transactions disclosed |
| Global Analytics, Inc. | Advisory board | No BEAT-related transactions disclosed |
| Johns Hopkins Medical Center | Board of Advisors | Clinical advisory; no BEAT-related transactions disclosed |
- Related-party/Interlocks: Company reports no related party transactions since the beginning of FY 2025 and FY 2024; Strome’s appointment 8-K also specifies no related party transactions under Item 404(a) .
Expertise & Qualifications
- Technical/financial expertise: Deep investment management experience including commodities, currencies, bankruptcy reorganizations, venture capital/private equity; serial company founding/incubation experience .
- Education: B.S. in Engineering (Old Dominion University); M.S. in Economics (UC Berkeley) .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares Beneficially Owned | 3,150,000 | 3,173,961 |
| Ownership % of Shares Outstanding | 12.02% | 9.41% |
| Components/Notes | 3,150,000 shares purchased on May 2, 2023; excludes 23,961 unvested RSUs | Includes 23,961 RSUs vested in 2024; excludes 33,185 unvested RSUs |
RSU Grants (Director awards referenced in plan benefits):
| Grant Window | RSUs Granted to Strome (shares) |
|---|---|
| Jul 7, 2023 – Apr 15, 2024 | 23,961 |
| Jun 12, 2024 – May 12, 2025 | 33,185 |
Policy safeguards:
- Hedging/shorting/options trading prohibited; pledging or margin accounts prohibited without unanimous compliance approval—applies to all directors/officers/employees .
- Change-of-control: Non-employee director awards accelerate to 100% vesting upon a change in control if not continued by the successor; performance awards deemed at 100% target unless otherwise specified .
- Clawback: All awards subject to clawback under applicable law/listing standards; administrator may add additional recovery provisions .
Governance Assessment
- Alignment signals: Material “skin-in-the-game” with ~9.4% ownership in 2025, primarily from a large 2023 purchase, plus annual RSU grants; hedging/pledging prohibitions strengthen alignment .
- Engagement: Committee service (Compensation, Commercialization) and ≥75% meeting attendance in 2023–2024 indicate active engagement .
- Independence: Board and Compensation Committee independence affirmed; Strome is a non-employee director on committees requiring independence .
- Compensation structure: Director pay mix is modest cash ($60k in 2024) plus time-based annual RSUs ($75k), with no disclosed performance conditions—typical for small-cap medtech boards .
- Equity plan/dilution risk: The 2022 Equity Plan share reserve increased again in 2025 (to 11.9M); potential additional dilution +9% if approved, and evergreen feature persists—investors should monitor grant practices and director equity pacing .
- Change-of-control acceleration: Director award acceleration at change-of-control may be viewed as shareholder-unfriendly if not offset by strong alignment; however, Strome’s large common stock position aligns his incentives to maximize transaction value .
- Committee structure red flag: The Compensation Committee is chaired by the Executive Chairman (Richard Ferrari), which can raise independence concerns for pay oversight despite formal independence determinations .
- Conflicts/related-party: No related-party transactions disclosed involving Strome; his appointment 8-K confirmed none under Item 404(a), mitigating conflict risk .
Overall: Strome brings seasoned investment acumen, high personal ownership, and active committee engagement. Key governance watchpoints include equity plan dilution and Compensation Committee chairing by an executive director, balanced by formal independence, clawback provisions, and anti-hedging/pledging policies .