Anthony Colaluca, Jr.
About Anthony Colaluca, Jr.
Independent director since October 2020; age 58; Chair of the Audit Committee and member of the Compensation Committee. He is President of Colaluca Business Advisors LLC (since January 2011), a former public-company CFO and SPAC president, and a certified public accountant (NY) with prior senior manager experience at KPMG LLP; the Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colaluca Business Advisors LLC | President | Jan 2011–present | Independent financial advisory to PE firms |
| AfterNext HealthTech Acquisition Corp. (public) | President; Director | Jul 2021–Aug 2023 | SPAC leadership |
| MedAssets, Inc. | EVP & CFO | Mar 2015–Feb 2016 | Healthcare performance improvement company executive |
| Intergraph Corporation | EVP & CFO | 2005–2010 | Engineering & geospatial software; finance leadership |
| Harland Financial Solutions, Inc. | CFO | Not disclosed | Finance leadership |
| Novient, Inc./Solution 6 North America | CFO | Not disclosed | Finance leadership |
| Computer Management Sciences Inc. | CFO | Not disclosed | Finance leadership |
| KPMG LLP | Senior Manager; CPA (NY) | Not disclosed | Audit/financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nextech Systems (private) | Director | Current | Healthcare software board service |
| Tekelec (public) | Director; Audit & Compensation Committee member | Feb 2011–Jan 2012 | Audit/comp oversight |
| AfterNext HealthTech Acquisition Corp. (public) | Director | Jul 2021–Aug 2023 | SPAC board governance |
Board Governance
- Committees: Audit (Chair), Compensation (member); Audit members are Colaluca (Chair), Prince, Klapstein; all qualify as “audit committee financial experts.” Compensation members are Colaluca, Philbrick (Chair); after Philbrick departs, Klapstein becomes Chair and the committee remains two members .
- Independence: Board determined Colaluca is independent under SEC/NYSE rules .
- Attendance: Board met 5 times in FY2024; Audit 5; Compensation 6; Nominating & Corporate Governance 4; Risk 4. Each director participated in at least 75% of meetings of the Board and applicable committees; directors encouraged to attend the annual meeting .
- Board structure: Lead Independent Director is Allen R. Thorpe; executive sessions held regularly among non-management and independent directors .
- Audit Committee remit includes related-party transaction review, oversight of financial reporting/internal controls, auditor appointment, and independence; Compensation Committee oversees executive pay and equity plans .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee directors; payable quarterly |
| Audit Committee Chair retainer | $25,000 | Committee chair fee |
| Compensation Committee member retainer | $10,000 | Committee member fee |
| Meeting fees | None disclosed | Not listed in program |
| Total fees earned (cash) | $135,000 | As reported for 2024 |
| Other cash | None disclosed | 2024 director comp table shows no “All Other Compensation” for Colaluca |
Program detail (for context): Committee chair/member retainers are Audit $25,000/$12,500; Compensation $20,000/$10,000; Nominating & Corporate Governance $15,000/$7,500; Risk $20,000/$10,000 . Non-employee directors receive $100,000 cash plus $100,000 RSUs annually; pro-rata vesting upon voluntary resignation and full vesting upon certain terminations in connection with a change-in-control (unless for cause) .
Performance Compensation
| Equity Award | Grant date | Shares/Units | Grant date fair value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director RSUs | 2024 cycle | Unvested units outstanding: 4,310 | $100,000 | Earlier of 1-year from vesting commencement or next annual meeting | Pro-rata vesting on resignation; full vesting upon certain CoC terminations (not for cause) |
- No stock options or PSUs for directors; director equity is time-vesting RSUs; clawback provisions apply to awards under the 2020 Omnibus Incentive Plan (plan-level clawback/recoupment for misconduct/restatements) .
Other Directorships & Interlocks
| Type | Entity | Relationship/Note |
|---|---|---|
| Private equity influence on board | Hellman & Friedman-affiliated director (Allen R. Thorpe) and outgoing Compensation Chair (Philbrick) | H&F-affiliated service provider HUB International received ~$1.0M insurance brokerage payments in 2024; Audit Committee oversees related-party transactions; proxy states Philbrick did not have a material interest in these transactions . |
Expertise & Qualifications
- Audit Committee financial expert; accounting/finance expertise confirmed by Board; extensive CFO experience across public and private multi-national technology businesses; CPA (NY) and former KPMG senior manager .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 13,500 (3,690 direct; 5,500 in joint revocable trust; 4,310 RSUs vesting within 60 days) |
| Ownership as % of shares outstanding | <1% |
| Unvested RSUs outstanding (12/31/2024) | 4,310 |
| Stock ownership guideline (non-exec directors) | ≥5x annual cash retainer (i.e., ≥$500,000) within 5 years |
| Estimated value of beneficial shares vs guideline | ~$270,675 using $20.05 per share (Mar 14, 2025) |
| Hedging/pledging | Hedging prohibited; pledging requires pre-clearance. No pledges by Colaluca disclosed . |
Notes: Ownership guidelines include time-vesting RSUs and certain option “in-the-money” net shares; guideline compliance timing is five years from becoming subject to the guideline; the proxy does not disclose individual compliance status .
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; robust committee remits; regular executive sessions; attendance meets Board minimum; director equity and ownership guidelines support alignment; plan-level clawback policies in place .
- Potential risks/RED FLAGS: Private equity influence via H&F presence and ~$1.0M payments to H&F affiliate HUB International; mitigated by Audit Committee oversight and independence determinations, but still a perceived related-party exposure to monitor . The Compensation Committee will temporarily operate with two members after chair change, which could constrain perspectives; however, committee independence is maintained .
- Shareholder signals: 2024 say-on-pay support at 99% suggests broad investor confidence in pay governance; still, 2025 equity pool constraints led to shifts away from PSUs to mitigate dilution—relevant for compensation risk oversight at the committee level .
Director Compensation (Detail)
| Category | 2024 | Source |
|---|---|---|
| Fees Earned/ Paid in Cash ($) | 135,000 | Director compensation table |
| Stock Awards ($) | 100,000 | Director compensation table |
| Aggregate Unvested Units Outstanding (#) | 4,310 | Director RSU holdings |
| Total ($) | 235,000 | Director compensation table |
Board Governance (Attendance and Structure)
| Meetings in FY2024 | Count | Colaluca attendance threshold |
|---|---|---|
| Board | 5 | ≥75% (all directors met threshold) |
| Audit | 5 | ≥75% |
| Compensation | 6 | ≥75% |
| Nominating & Corporate Governance | 4 | Not a member |
| Risk | 4 | Not a member |
Related Party Transactions & Policies
- Policy: Formal approval required by Audit Committee for related-party transactions >$120,000; considers arm’s length terms and extent of interest .
- 2024 exposure: HUB International Limited (affiliate of H&F) received ~$1.0M in payments and commissions related to Claritev’s insurance policies; Audit Committee oversight applies .
- Interlocks: Compensation Committee Interlocks section reports no officer interlocks; notes H&F transactions and that outgoing chair Philbrick did not have a material interest .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 99% votes in favor; committee considered feedback and kept program largely intact, emphasizing pay-for-performance .
Compensation Structure Analysis (Director)
- Mix: 50/50 cash retainer ($100,000) and annual RSU grant ($100,000), plus committee retainers; no meeting fees disclosed; no options/PSUs for directors .
- Alignment mechanisms: Ownership guidelines (≥5x retainer within 5 years); hedging prohibited; pledging requires GC pre-clearance; plan-level clawback provisions .
- Dilution context: Low share reserve remaining prompted 2025 equity pool amendment proposal; overall board equity governance includes caps and prohibition of option repricing without stockholder approval .
Expertise & Qualifications (Expanded)
- Financial and operational leadership across technology and healthcare; SPAC and public board experience; Audit Committee “financial expert” per SEC rules; CPA credential enhances oversight over financial reporting and internal control .
Equity Ownership (Breakdown)
| Holding type | Shares/Units |
|---|---|
| Directly held | 3,690 |
| Joint revocable trust | 5,500 |
| RSUs vesting within 60 days | 4,310 |
| Total beneficial | 13,500 (<1%) |
Ownership value illustration: 13,500 shares × $20.05 FMV (Mar 14, 2025) ≈ $270,675, vs. guideline threshold of ≥$500,000 (≥5× $100,000 retainer). The proxy does not disclose individual compliance status; guideline allows 5 years to reach threshold .
Governance Assessment
- Overall: Strong audit oversight and independence credentials; compensation and ownership frameworks align director incentives with shareholders.
- Monitor: PE-affiliated relationships (H&F) and service-provider transactions; continued transparency via Audit Committee review reduces conflict risk. Temporary two-member Compensation Committee merits attention for workload and breadth of perspectives .