Larry Robbins
About Larry Robbins
Larry Robbins (age 55) has served on Butterfly Network’s board since February 2021 and is the Lead Independent Director. He is Founder, Portfolio Manager, and CEO of Glenview Capital Management, previously Chairman of Longview Acquisition Corp. He joined CVS Health’s board in November 2024 and is a CPA; he holds a B.S. from the Wharton and Moore Schools at the University of Pennsylvania with majors in accounting, finance, marketing, and systems engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Longview Acquisition Corp. | Chairman | Inception to Feb 2021 | SPAC sponsor; led business combination with Butterfly |
| Omega Advisors | Analyst and Partner | ~6 years (pre-2000) | U.S. equity long/short team |
| Gleacher & Company | M&A Analyst | ~3 years (pre-Omega) | Advisory work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation (NYSE: CVS) | Director | Since Nov 2024 | Not disclosed in BFLY proxy |
| Glenview Capital Management | Founder, Portfolio Manager & CEO | Since 2000 | Leads investment strategy |
| Array Education; KIPP New York; Relay Graduate School; Robin Hood Foundation; Zearn; UJA-Federation (Wall St. Division) | Chair/Board Member | Various | Education philanthropy leadership |
Board Governance
- Independence: Butterfly’s board determined Robbins is independent under SEC and NYSE rules .
- Lead Independent Director: Responsibilities include presiding over sessions without the Chair/CEO, agenda-setting, materials review, calling meetings of independent directors, and investor consultation when appropriate .
- Committee memberships (2024): Audit (member); Compensation (member); Nominating & Corporate Governance (member) .
- Attendance: In 2024, the board met 7 times; committees met 17 times; no director attended fewer than 75% of meetings of the board and committees on which they served .
- Controlled company: Founder Jonathan Rothberg holds all Class B shares (20 votes/share), controlling 71.8% of voting power as of April 1, 2025; controlled-company status expected to cease by Feb 12, 2028 upon automatic conversion of Class B to Class A .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees Earned | $72,500 | Actual cash paid/accrued in 2024 |
| Annual Board Retainer | $50,000 | Non-employee director policy |
| Audit Committee – Member | $10,000 | Annual retainer |
| Compensation Committee – Member | $7,500 | Annual retainer |
| Nominating & Governance – Member | $5,000 | Annual retainer |
| Lead Independent Director Retainer | $40,000 | Effective April 2025 |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSUs | Jun 10, 2024 | 157,894 | $149,999 | Vests on the cycle ending the next annual meeting; outside director grant terms tied to Directors’ Compensation Year |
| Unvested RSUs (additional) | Jun 13, 2025 | 80,434 | Not disclosed (13D/A) | Vests in full on the date of the Issuer’s 2026 Annual Stockholders Meeting, subject to continued service |
| Options (outstanding) | Prior grants | 21,645 | N/A | All outstanding director options shown are fully vested as of 12/31/2024 |
Notes:
- Annual equity grant policy increased to $185,000 effective April 2025 (RSUs or options, Topic 718 valuation) .
- Director grants are time-based; no director-specific performance metric framework is disclosed. Outside Director grant vesting mechanics summarized in policy .
Other Directorships & Interlocks
- CVS Health Director (since Nov 2024). No committee assignments disclosed by BFLY .
- Glenview Capital CEO (significant shareholder in BFLY via funds and sponsor entities). See ownership for breakdown .
Expertise & Qualifications
- Financial acumen and investment experience; CPA credential supports audit committee service and financial oversight .
- Proven board leadership (Lead Independent Director) and SPAC/chair experience (Longview) .
Equity Ownership
| Item | Shares | % of Class A | Voting Power % | Notes |
|---|---|---|---|---|
| Beneficial ownership (aggregate, Apr 1, 2025) | 19,396,586 | 8.8% | 2.6% | Includes direct, options, Longview Investors LLC and Glenview funds, plus private placement warrants |
| Direct Class A held by Robbins | 127,177 | — | — | Included in aggregate |
| Options (exercisable within 60 days) | 21,645 | — | — | Included in aggregate |
| Longview Investors LLC – Class A | 4,546,687 | — | — | Robbins is managing member |
| Longview Private Placement Warrants (exercisable within 60 days) | 3,032,600 | — | — | Included in aggregate |
| Glenview Investment Funds – Class A | 9,955,144 | — | — | Managed by Glenview Capital Management, LLC |
| Glenview Private Placement Warrants (exercisable within 60 days) | 1,713,333 | — | — | Included in aggregate |
| Updated 13D/A (June 17, 2025) – Aggregate | 19,634,914 | 8.7% | — | Sole voting 387,150; shared voting 19,247,764; includes 80,434 unvested RSUs vesting at 2026 annual meeting |
Alignment/Pledging/Hedging:
- Insider trading policy prohibits hedging and pledging by directors and NEOs .
Governance Assessment
- Committee effectiveness: Robbins’ presence across Audit, Compensation, and Nominating & Governance, plus lead independent role, supports board oversight and independent challenge to management .
- Ownership alignment: Significant skin-in-the-game via Glenview/Longview equity and warrants; potential alignment with shareholders through value creation incentives .
- Independence: Affirmed; however, large outside ownership and sponsor ties require continued enforcement of related-party review by the Audit Committee (policy in place) .
- Attendance/engagement: No director fell below 75% attendance in 2024; audit committee met 6 times; compensation 7; nomin/gov 1 .
- Controlled company risk: Founder voting control persists until 2028 conversion; board remains majority independent and does not utilize NYSE controlled-company exemptions currently, but concentrated control is a structural governance risk .
RED FLAGS and Watch Items
- Controlled company dynamics (71.8% voting power by founder) may limit minority shareholder influence and override independent perspectives in contested matters .
- Sponsor/fund-related holdings and private placement warrants tied to Longview and Glenview introduce potential perceived conflicts; continued strict application of related-party review and disclosure mitigates risk (no RPTs involving Robbins disclosed since Jan 1, 2023) .
- Say-on-pay outcomes for 2025 not yet available in proxy; monitor Form 8-K post-meeting for investor sentiment .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $72,500 |
| Stock Awards ($) | $149,999 (RSUs) |
| Options Awards ($) | — (none granted in 2024) |
| Total ($) | $222,499 |
| Options Outstanding | 21,645 (all fully vested) |
| Unvested RSUs at 12/31/2024 | 157,894 |
Director Compensation Policy (selected cash/equity terms):
- Annual board retainer $50,000; committee member fees (Audit $10,000; Compensation $7,500; Nominating & Governance $5,000); Lead Independent Director retainer $40,000 (effective April 2025) .
- Annual equity grant $185,000 Topic 718 value (effective April 2025), vesting over the annual meeting cycle; initial RSUs for new directors $300,000 vesting over 3 years .
Equity Ownership & Insider Transactions
- Section 16(a): Company noted untimely Form 4 filings for certain officers in 2024; no mention of untimely filings for Robbins .
- Schedule 13D/A (June 17, 2025): Robbins reported the June 13, 2025 grant of 80,434 RSUs vesting at the 2026 annual meeting and no other transactions in the prior 60 days; aggregate beneficial 19,634,914 shares (8.7%) with detailed sole/shared voting/dispositive breakdown .
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Compensation | Member | 7 |
| Nominating & Corporate Governance | Member | 1 |
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes annual say-on-pay; final vote results to be filed via Form 8-K within four business days post-meeting .
- 2022 frequency vote favored annual say-on-pay; company references ongoing advisory votes, with next frequency expectation noted in proxy .
Potential Conflicts or Related-Party Exposure
- No related-party transactions involving Robbins disclosed since Jan 1, 2023; audit committee oversees related-party reviews under formal policy .
- Founder advisory agreement and Rothberg ecosystem TSEA disclosed; not related to Robbins but relevant to broader governance context .
Summary Implications for Investors
- Strong board oversight via Robbins’ lead independent role and committee breadth; financial expertise complements audit oversight .
- High ownership alignment, but sponsor and fund interlocks necessitate vigilant RPT governance; current disclosures and policies appear robust .
- Controlled-company structure remains key governance risk until 2028 conversion; monitoring shareholder vote outcomes and independent director engagement remains essential .