Ruy Carrasco
About Ruy Carrasco
Dr. Ruy Carrasco (age 53) is a pediatric rheumatologist and health IT executive who was appointed to the Brand Engagement Network Inc. (BNAI/BEN) Board on September 17, 2025 and is nominated as a Class I director for a three-year term ending at the 2028 annual meeting . He holds a B.A. from Baylor University and an M.D. from the University of New Mexico School of Medicine, completed a pediatric rheumatology fellowship at Cincinnati Children’s Hospital, and helped establish the Division of Rheumatology at Dell Children’s Medical Center of Central Texas; he also serves as BEN’s Chief Medical Informatics Officer, bringing clinical and informatics expertise to the boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brand Engagement Network Inc. | Chief Medical Informatics Officer | Since May 2021 | Internal clinical informatics leadership; informs AI/health verticals |
| Child Neurology Consultants of Austin | Managing Partner (Pediatric Rheumatology) | Since Aug 2018 | Clinical leadership and practice management |
| Presbyterian Healthcare Services | Chief Medical Information Officer | 2018–2019 | Health IT leadership (EHR/process integration) |
| Seton Family of Hospitals | Chief Medical Information Officer | 2014–2018 | Health IT leadership |
| Dell Children’s Medical Center of Central Texas | Division Chief, Rheumatology (established division) | Not disclosed | Built rheumatology division; clinical/teaching/research contributions |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Child Neurology Consultants of Austin | Managing Partner | 2018 | Private medical practice; not a public company directorship |
Board Governance
- Classification and nomination: Class I nominee alongside Thomas Morgan Jr.; term to 2028 if elected .
- Committee assignments: Member, Compensation Committee (no chair role) .
- Independence status:
- Sept 17, 2025 appointment 8‑K classified him as not independent due to employment and stated no committee assignment at that time .
- Nov 6, 2025 proxy classifies him as independent under Nasdaq rules, despite serving as Company “Chief Medical Officer/Chief Medical Informatics Officer,” based on the Board’s determination that he is not an employee and has no relationship impairing independent judgment .
- Audit/Nominating Governance context: Audit Committee currently below required composition; Board “in the process of appointing Ruy Carrasco as a third independent director” to restore compliance . Nominating & Corporate Governance and Special Litigation Committees are composed of Jon Leibowitz and Richard Isaacs; Carrasco is not a member .
- Meeting cadence and attendance baseline: In 2024 the Board met 8 times; Audit 4; Compensation 1; Nominating & Corporate Governance 0; all incumbent directors attended >75% of the aggregate of Board and committee meetings during their service period. Carrasco joined in 2025, so no attendance statistic is yet available for him; board will begin reporting 2025 annual meeting attendance in the next proxy .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (standard non-employee director) | $45,000 | Used to set ownership guideline multiple; not shown as paid in 2024 compensation table (which showed only stock) |
| Committee chair incremental equity value (annualized) | Audit Chair: $20,000; Compensation Chair: $15,000; NCGC Chair: $10,000 | Paid as restricted stock quarterly in arrears; Carrasco is not a chair |
| Non-Executive Board Chair incremental equity | $50,000 | Paid as restricted stock quarterly in arrears |
| Meeting fees | Not disclosed | No meeting fees disclosed in proxy |
Notes on 2024 director payments: For 2024, all disclosed non-employee director compensation was in stock; cash “fees earned” were $0 for each director in the table .
Performance Compensation
| Equity Award | Value | Grant Cadence | Vesting/Terms |
|---|---|---|---|
| Quarterly restricted stock (non-employee directors) | $45,000 per year | Granted in four equal installments on first trading day of Sep/Dec/Mar/Jun, payable in arrears | Time-based; number of shares set by 20‑day average closing price preceding each grant date |
| Annual RSU award at annual meeting (non-employee directors) | $75,000 | Granted on the date of each annual stockholders meeting | Vests in full on earlier of one year from grant or next annual meeting; time-based |
| Special Committee member incremental equity | $20,000 per year | Quarterly installments in arrears (restricted stock) | Time-based; for SLC members (Carrasco is not on SLC) |
- Performance metrics: The director equity awards described above are time-based; no director-specific performance metrics (e.g., TSR, EBITDA) are tied to these grants in the proxy. While the 2023 LTIP permits performance-based awards in general, the director program described uses time-based vesting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Overlap |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
- Related-party or interlock exposure: The 8‑K appointment disclosure states no arrangements/understandings for his selection, no family relationships, and no transactions requiring Item 404(a) disclosure; proxy related-party section contains no transactions involving Carrasco .
Expertise & Qualifications
- Medical and informatics expertise: Pediatric rheumatology specialist; CMIO roles at large health systems (Seton 2014–2018; Presbyterian 2018–2019); CMIO at BEN since 2021 .
- Education: Baylor University (B.A.); University of New Mexico School of Medicine (M.D.); pediatric rheumatology fellowship at Cincinnati Children’s Hospital .
- Leadership/recognition: Established Rheumatology Division at Dell Children’s; recipient, 2017 “Cure JM Physician of Excellence Award” for work in Juvenile Myositis .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ruy Carrasco | 27,010 | <1% | As of Sept 30, 2025; no options/RSUs disclosed for him; company had 44,880,795 shares outstanding |
| Ownership guidelines | 3x annual cash retainer | — | Must be met within 5 years; until met, retain 50% of net shares from awards; company states all non-employee directors are “on track” as of Oct 1, 2025 |
| Hedging/pledging | Prohibited | — | Directors may not hedge, short, or pledge company securities; pre-clearance required |
Governance Assessment
-
Positives
- Compensation Committee member; committee independence affirmed; committee uses an independent compensation consultant (Compensation Advisory Partners in 2024; BEN in process of engaging Payscale for 2025), supporting pay governance rigor .
- Strong director ownership alignment policies (3x retainer within 5 years; hold‑until‑met and no hedging/pledging) .
- No Item 404(a) related-party transactions disclosed for Carrasco; 8‑K appointment confirms none .
- Medical/informatics domain expertise aligns with BEN’s product strategy and healthcare customer engagements .
-
Watch items / RED FLAGS
- RED FLAG: Independence classification changed within ~7 weeks — 8‑K (Sept 17, 2025) said not independent due to employment; Nov 6, 2025 proxy deems him independent despite CMIO/CMO designation, asserting he is not an employee and has no impairing relationship. This rapid reclassification, particularly ahead of election and committee service, may draw investor scrutiny and should be clarified (employment status, reporting lines, compensation) .
- Audit Committee compliance gap: Audit Committee currently not meeting Nasdaq/SEC composition requirements; Board plans to add Carrasco as third independent member to regain compliance. Given the independence reclassification issue, the timing and basis for his Audit Committee eligibility merit close monitoring .
- Board capacity/vacancies: Board size set at nine with three vacancies; SLC established Aug 15, 2025 to manage litigation risks. Governance workload and committee bandwidth should be monitored as seats are filled .
-
Contextual notes
- Director pay structure is equity-heavy: quarterly restricted stock ($45k/yr) plus an annual RSU at the meeting ($75k), with additional equity for chairs and SLC members; no 2024 cash fees were paid, indicating high equity alignment but potential dilution sensitivity for shareholders .
- 2024 attendance baseline for incumbents was >75%; Carrasco joined in 2025; next proxy should include his attendance .
Data Appendix (Reference Tables)
-
Board/Committee meeting cadence and 2024 attendance (context for engagement)
- Board: 8 meetings; Audit: 4; Compensation: 1; Nominating & Corporate Governance: 0; all incumbents >75% attendance in 2024 .
-
Director compensation disclosure (context)
- Initial director stock grant at business combination: 10,000 shares per director; 12/30/2024 RSU award value $35,000; 2025 policy: quarterly restricted stock totaling $45,000 annually; annual RSU at meeting $75,000; chair/SLC incremental equity as listed above .
- 2024 non-employee director compensation table: all amounts shown as stock awards; cash fees $0 for each director, illustrating equity-heavy approach .
-
Ownership table excerpt (as of Sept 30, 2025)
- Carrasco: 27,010 shares (<1%); company outstanding shares: 44,880,795 .
-
Appointment details
- Board appointment effective Sept 17, 2025; 8‑K stated no board compensation while “employed,” no committee assignments at appointment, and not independent at that time .
- Proxy later lists him as Compensation Committee member and “independent” .