Janet Dillione
CorMedixAbout Janet Dillione
Independent director at CorMedix Inc. since August 2015; age 65 as of April 2025. Currently CEO of Connect America (telehealth/remote patient monitoring) since November 2020; previously CEO of Bernoulli Enterprise (2014–2020), EVP & GM of Nuance Healthcare (2010–2014), and President/CEO of Siemens Medical Solutions’ global healthcare IT division (2000–2010). Education: B.A. from Brown University (1981) and Executive Program at Wharton (1998). Board cites her financial and IT expertise and executive leadership in healthcare technology and medical devices as core credentials for CorMedix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Medical Solutions | President & CEO, Global Healthcare IT Division | 2000–2010 | — |
| Nuance Communications (Healthcare Division) | EVP & GM; Executive Officer | 2010–2014 | — |
| Bernoulli Enterprise, Inc. | Chief Executive Officer | 2014–2020 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Connect America | Chief Executive Officer | Nov 2020–present | — |
| Vizient, Inc. (private) | Director | Not disclosed | — |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Dillione serves on committees composed solely of independent directors .
- Committee assignments:
- Compensation Committee: Chair
- Nominating & Governance Committee: Member
- Audit Committee: Not listed as a member
- Attendance and engagement:
- FY2024 meetings held: Board (4), Audit (4), Compensation (2), Nominating & Governance (1); each director nominee attended at least 75% of Board and committee meetings .
- Governance structures:
- Chair separated from CEO (Chair: Myron Kaplan; CEO: Joseph Todisco) .
- Committee charters adopted and available on company website .
- Related party transactions must be approved by the Audit Committee .
Fixed Compensation
| Program Element (2024 Director Compensation) | Cash ($) | Equity/Options (shares) | Vesting |
|---|---|---|---|
| Annual Board Fee | 55,000 | — | — |
| First Election to Board (initial option grant) | — | 30,000 | One-third at grant; then annually on 1st and 2nd anniversaries |
| Annual Option Grant (prorated first year) | — | 30,000 | Monthly over one year after grant |
| Additional Fee – Board Chair | 45,000 | — | — |
| Additional Fee – Audit Chair | 23,000 | — | — |
| Additional Fee – Compensation Chair | 18,000 | — | — |
| Additional Fee – Nominating & Governance Chair | 14,000 | — | — |
| Additional Fee – Audit Committee Member (non-chair) | 10,000 | — | — |
| Additional Fee – Compensation Committee Member (non-chair) | 7,000 | — | — |
| Additional Fee – Nominating & Governance Member (non-chair) | 5,000 | — | — |
| Additional Fee – Strategy Committee Member | 15,000 | — | — |
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, $) | Options Held at Year-End (#) | Non-Employee Director Award Cap |
|---|---|---|---|
| 2022 | 59,960 | 125,000 | $500,000 total value of cash + equity per director per fiscal year |
| 2023 | 69,420 | 145,000 | $500,000 per fiscal year cap |
| 2024 | 81,564 | 175,000 | $500,000 per fiscal year cap |
- Deferred Compensation Plan for Directors: Directors may defer all cash fees into share-denominated accounts; payout occurs after service ends, or accelerates to cash within five business days upon change in control (value based on FMV at change-in-control date). Dillione is the only participating non-employee director; her account credited with 48,909 shares as of Dec 31, 2024; no shares deferred in 2024 .
Director Compensation (Actuals)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 78,000 | 78,000 | 78,000 |
| Option Awards ($) | 59,960 | 69,420 | 81,564 |
| Total ($) | 137,960 | 147,420 | 159,564 |
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Manchester Securities Corp. (Elliott Associates subsidiary) | Shareholder appointment rights | In March 2015 backstop financing, Manchester received rights to appoint/nominate up to two directors; appointed Janet Dillione (2015) and Myron Kaplan (2016) . |
| Vizient, Inc. | Private company board | Dillione serves as a director (private) . |
Expertise & Qualifications
- Domain: Healthcare technology, medical devices, and IT operations; 25+ years leading global teams .
- Financial/IT expertise cited by the Board as rationale for service .
- Education: Brown University (B.A., 1981), Wharton Executive Program (1998) .
Equity Ownership
| Date (As-of) | Beneficially Owned Shares | Components | Notes |
|---|---|---|---|
| Sep 6, 2023 | 193,473 | Not broken out in doc chunk | “Less than 1%” indicated for directors |
| Sep 30, 2025 | 228,473 | 53,473 common + 175,000 options exercisable within 60 days | Deferred director account holds 48,909 shares excluded from beneficial count |
Governance Assessment
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Strengths:
- Independence and committee leadership: Dillione chairs Compensation and serves on Nominating & Governance; Board confirms independence and proper committee composition .
- Engagement: Attendance met threshold (≥75%) amid regular Board/committee cadence (Board 4, Audit 4, Compensation 2, Nominating & Governance 1 in FY2024) .
- Pay structure discipline: Non-employee director cap of $500,000 (cash + equity) and explicit prohibition on equity repricing without shareholder approval under the 2022 Plan .
- Ownership alignment: Holds common shares, significant vested options; participates in deferred share program, enhancing long-term alignment .
-
Potential concerns and monitoring items:
- Shareholder-appointed director: Appointment via Manchester/Elliott financing rights underscores major shareholder influence and possible interlock dynamics; not inherently problematic, but investors should monitor independence of judgment amid sponsor-related matters .
- External CEO role: Concurrent CEO responsibilities at Connect America (telehealth) increase time commitments; no related-party transactions disclosed, and Audit Committee pre-approves any such transactions .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, option repricing, or low attendance. Appointment by major shareholder is a governance dynamic to monitor rather than a disclosed conflict .
Signals for investor confidence
- Consistent cash retainer; increasing option grant fair values reflect evolving pay mix but remain within plan constraints; active committee leadership and adequate attendance support board effectiveness .