Erica Schwartz
About Erica Schwartz
Erica Schwartz, M.D., J.D., M.P.H., age 53, has served on Butterfly Network’s board since September 2021 and is an independent director. She chairs the Nominating & Corporate Governance Committee and serves on the Technology Committee, bringing leadership experience from United Healthcare (President, Insurance Solutions, since October 2021) and public health service as U.S. Deputy Surgeon General (2019–2021) and Rear Admiral/Chief Medical Officer of the U.S. Coast Guard (2015–2019). She holds a B.S. in Biomedical Engineering (Brown), an M.D. (Brown), an M.P.H. (Uniformed Services University), and a J.D. (University of Maryland) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Health and Human Services | Deputy Surgeon General | Mar 2019 – Apr 2021 | Led national public health deployment during COVID-19 |
| U.S. Coast Guard | Rear Admiral; Chief Medical Officer; Director of Health, Safety & Work Life | 2015 – 2019 | Senior medical leadership; enterprise health oversight |
| U.S. Coast Guard | Chief of Health Services | 2013 – 2015 | Health services leadership |
| U.S. Coast Guard | Preventive Medicine Chief | 2005 – 2013 | Preventive medicine programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Healthcare | President, Insurance Solutions | Since Oct 2021 | Executive role at major health insurer |
| Aveanna Healthcare Holdings Inc. (Nasdaq: AVAH) | Director | Since May 2021 | Provider of pediatric and adult healthcare services |
Board Governance
- Committee assignments (current): Chair, Nominating & Corporate Governance; Member, Technology. Independent director status affirmed under NYSE rules .
- Board/committee activity: 7 board meetings and 17 committee meetings in FY2024; no director attended fewer than 75% of applicable meetings. Nominating & Governance met once; Technology met three times in FY2024 .
- Controlled company: Butterfly is a “controlled company” due to Jonathan Rothberg’s voting control, but does not currently rely on NYSE exemptions; Class B automatic conversion by Feb 12, 2028 will end controlled status .
- Annual meeting attendance policy: Directors encouraged but not required; none of the directors attended the 2024 annual meeting of stockholders .
Fixed Compensation
| Component | 2024 Amount/Detail | Source |
|---|---|---|
| Cash fees (base + committee roles) | $67,500 | |
| RSU grant (annual director award) | 157,894 RSUs granted on 6/10/2024; grant date fair value $149,999 | |
| Options granted (annual) | None for Schwartz in 2024 | |
| Policy – annual director retainer | $50,000 | |
| Policy – committee chair/member retainers | Nominating Chair $10,000; Technology Member $7,500 | |
| Policy – annual equity (recurring) | RSUs or options with grant-date fair value $185,000 effective Apr 2025 (previously $150,000) | |
| Equity vesting cadence (recurring grants) | Awards vest from annual meeting to next annual meeting |
Performance Compensation
- No performance-linked director pay (no PSUs or bonus metrics disclosed for non-employee directors) .
| Performance Metric | Description | Disclosed for Directors? |
|---|---|---|
| Revenue growth / EBITDA / TSR | Executive bonus metrics (NEO plan) | Not applicable to directors |
| ESG / regulatory targets | Executive milestone goals (NEO plan) | Not applicable to directors |
Other Directorships & Interlocks
| Company | Relationship to BFLY | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Aveanna Healthcare Holdings (AVAH) | Healthcare provider | None disclosed as related-party | Schwartz serves on board; no related-party transactions involving her disclosed . |
| United Healthcare | Health insurer | None disclosed as related-party | Executive role; no related-party transactions involving her disclosed . |
Expertise & Qualifications
- Board leadership: Chair of Nominating & Governance; member of Technology Committee .
- Domain expertise: Preventive medicine, biomedical engineering, healthcare operations, and law (J.D.) .
- Independence: Determined independent under SEC/NYSE rules .
Equity Ownership
| Ownership Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership – Class A shares | 137,924 (<1%) | Apr 1, 2025 | Footnote confirms composition; <1% of shares outstanding . |
| Unvested RSUs (director grants) | 157,894 | Dec 31, 2024 | Outstanding unvested director RSUs . |
| Options (exercisable/unexercisable) | 0 | Dec 31, 2024 | No options outstanding for Schwartz . |
| Pledging/Hedging | Prohibited by policy | Policy effective | Board/NEOs prohibited from hedging; certain persons (including directors) prohibited from pledging . |
Governance Assessment
- Effectiveness: Schwartz is an engaged independent director, chairing Nominating & Governance and serving on Technology; her public health and payer leadership background aligns with Butterfly’s healthcare market strategy .
- Alignment: Director compensation mix is balanced—$67,500 cash plus time-based RSUs ($149,999 grant-date value), with unvested RSUs enhancing long-term alignment; no options outstanding for Schwartz reduces risk of option-related repricing .
- Independence and conflicts: No related-party transactions involving Schwartz are disclosed; robust related-party review under audit committee charter; insider trading policy prohibits hedging/pledging, supporting shareholder alignment .
- Attendance and engagement: Board/committee meetings in FY2024 met regularly; no director fell below 75% attendance threshold. Note: no director attended the 2024 annual meeting—a soft governance signal to monitor for shareholder engagement optics .
- Controlled company risk: Butterfly’s voting control concentrated with the founder (71.8% total voting power), but the company states it does not use NYSE controlled-company exemptions; automatic Class B conversion by 2028 should reduce control risk .
RED FLAGS to monitor
- Controlled-company structure until 2028; founder holds majority voting power, which can limit minority shareholder influence .
- Annual meeting attendance optics: absence in 2024 by all directors may be scrutinized for engagement, though policy doesn’t require attendance .
Confidence signals
- Independent status; committee leadership; clear prohibition of hedging/pledging; and absence of related-party transactions involving Schwartz .