Warren Hosseinion
About Warren Hosseinion
Non-Executive Chairman of Cardio Diagnostics Holdings, Inc. (CDIO) since October 2022; previously Non-Executive Chair of Legacy Cardio (May 2022) and CDIO director since legacy board service beginning November 2020. Age 53; MD, MS, BS with internal medicine residency at LAC-USC; physician-operator with prior public company CEO experience (Astrana Health/Apollo Medical) and current roles at Nutex Health and Voyager Acquisition Corp. Independence: not classified as independent; serves as non-executive chair and paid consultant to CDIO. Attendance: met 75%+ threshold in 2024; independent directors hold executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Astrana Health, Inc. (Nasdaq: ASTH; formerly Apollo Medical Holdings, Inc. AMEH) | CEO | Jul 2008–Dec 2017 | Led public company operations; physician-group culture understanding highlighted in CDIO nomination rationale |
| Astrana Health, Inc. | Co-CEO, Director | Dec 2017–Mar 2019 (Co-CEO); Director Jul 2008–Mar 2019 | Public markets knowledge |
| Legacy Cardio (pre-CDIO) | Director; Non-Executive Chairman | Nov 2020 (director); May 2022 (NE Chair) | Consulting agreement initiated Mar 2021 for merger-related services |
| Cardio Diagnostics Holdings, Inc. | Non-Executive Chairman & consultant | Oct 2022–present | Leads agenda setting, CEO evaluation, succession planning; not on standing committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutex Health, Inc. (Nasdaq: NUTX) | President & Director | Since Apr 2022 | Current role; CDIO CFO concurrently serves as Chief Legal Officer (SEC) at NUTX—interlock |
| Voyager Acquisition Corp. (Nasdaq: VACH) | Chairman of the Board | Since [date not specified] | SPAC chair; date not disclosed in proxy |
| Altitude Capital Group LLC | 10% minority owner | Ongoing | Placement agent for CDIO Private Placement; potential conflict disclosed; independent board review; no compensation to Hosseinion from the placement |
Board Governance
- Role: Non-Executive Chairman; sets board and committee agendas, facilitates board-management communications, leads CEO evaluation and succession planning; no lead independent director.
- Independence: Board determined independent directors are Betts, Burton, Fung, Intrater; Hosseinion is not listed as independent.
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance (current composition: Audit—Burton (Chair), Betts, Intrater; Compensation—Intrater (Chair), Burton, Fung; Nominating—Betts (Chair), Fung, Intrater).
- Attendance: Each director attended ≥75% of board and committee meetings in 2024; independent directors meet in executive session.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual consulting/chair fee (cash) | $300,000 | $300,000 | Under 5-year Non-Executive Chairman and Consulting Agreement payable $25,000/month; renewable for one-year terms post-expiration. |
| Severance (if terminated other than for Cause; incl. death/disability, liquidation) | 2× annual consulting compensation, lump sum within 60 days; plus reimbursable expenses due. | 2× annual consulting compensation, lump sum within 60 days; plus reimbursable expenses due. | |
| Tax gross-ups | None disclosed for NEOs/directors. | None disclosed for NEOs/directors. |
Performance Compensation
| Metric/Instrument | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| Option awards (grant-date fair value) | $155,291 | $75,349 | Company states NEO equity awards generally vest immediately; exercise price at grant-date Nasdaq close. |
| Annual bonus program | No bonus program; discretionary annual bonus eligibility in agreements, none awarded. | No bonus program; discretionary annual bonus eligibility in agreements, none awarded. |
Performance metric disclosure: The proxy references “performance awards” for options but does not disclose specific performance metrics (e.g., revenue, EBITDA, TSR). Equity awards for NEOs generally vest immediately; no quantified performance targets provided.
Outstanding Options (as of Dec 31, 2024; adjusted for 1-for-30 reverse split)
| Grant | Status | Shares | Exercise Price | Expiration |
|---|---|---|---|---|
| Jan 23, 2024 | Exercisable | 1,191 | $63.30 | Jan 23, 2034 |
| Jun 23, 2023 | Exercisable | 4,125 | $37.80 | Jun 23, 2033 |
| May 6, 2022 | Exercisable | 11,424 | $117.00 | May 6, 2032 |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Note |
|---|---|---|---|
| Nutex Health, Inc. | Nasdaq: NUTX | President & Director | CDIO CFO (Elisa Luqman) is Chief Legal Officer (SEC) at NUTX—information flow/interlock across CDIO and NUTX. |
| Voyager Acquisition Corp. | Nasdaq: VACH | Chairman | Date not disclosed in proxy. |
| Astrana Health, Inc. | Nasdaq: ASTH | Former CEO/Co-CEO/Director | Historical role; public markets experience cited in CDIO nomination. |
| Altitude Capital Group LLC | Private | 10% owner | Placement agent for CDIO Private Placement; potential conflict; independent board oversight; no compensation to Hosseinion on the offering. |
Expertise & Qualifications
- Education: BS Biology (University of San Francisco), MS Physiology & Biophysics (Georgetown University Graduate School), MD (Georgetown University School of Medicine), Internal Medicine residency (LAC-USC Medical Center).
- Background: Physician with deep experience in physician culture, healthcare services operations, and public markets; co-founded Astrana Health.
- Board qualifications: Healthcare market knowledge and public company leadership highlighted in CDIO nomination rationale.
Equity Ownership
| Holder | Common Shares | Options (Exercisable) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Warren Hosseinion | 3,869 (derived: 20,609 total less 16,740 options) | 16,740 | 20,609 | 1.2% |
- Hedging/pledging: Company prohibits hedging and pledging of company securities; short sales and margin accounts are prohibited.
- Clawback: Compensation recovery policy adopted Oct 2, 2023 for “excess compensation” tied to restatements with misconduct/fraud; applies to incentive-based compensation granted after adoption (policy references executive officers named in Summary Comp Table).
- Section 16(a) reporting: Hosseinion filed one late Form 4 in 2024; company notes several late Section 16 filings across insiders.
Governance Assessment
- Independence and role design: Hosseinion is not classified as independent and is a paid consultant with $300,000 annual fee while serving as Non-Executive Chairman—this dual role can concentrate influence and may weaken independent oversight; mitigating factor: independent directors populate all standing committees and meet in executive session.
- Compensation alignment: Cash-heavy chair/consulting fee with immediate-vesting options and a 2× cash severance if terminated without cause; absence of disclosed performance metrics for equity awards reduces pay-for-performance transparency.
- Interlocks/conflicts: Active roles at Nutex Health (NUTX) alongside CDIO’s CFO’s senior role at NUTX represent an interlock; 10% ownership in Altitude Capital (CDIO placement agent) creates a related-party conflict potential—company reports independent board review and no personal compensation from the placement. RED FLAG (mitigated by governance controls).
- Attendance and process: Met ≥75% attendance; chairs agenda and succession planning; no lead independent director designated.
- Risk controls: Prohibitions on hedging/pledging and a clawback policy support investor alignment; CDIO is an Emerging Growth Company with reduced compensation disclosures and exemptions from say-on-pay requirements.