F. Samuel Eberts III
About F. Samuel Eberts III
Independent director and Lead Independent Director of DIH Holding US, Inc. (DHAI). Former Chief Legal Officer, Corporate Secretary and SVP Global Corporate Affairs at Laboratory Corporation of America (LabCorp). Chairs venture firm Daerter Group; active on multiple academic and policy boards. Age 64; serves on DHAI’s Class II slate; appointed Lead Independent Director as of June 21, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laboratory Corporation of America (NYSE: LH) | Chief Legal Officer, Corporate Secretary, SVP Global Corporate Affairs | Retired (prior to DHAI service) | Led global Legal, Compliance, Policy/Govt Relations, Privacy & Security |
| MedCap Funds (Boston) | Partner; Board & Investment Committee | Prior | Early-stage healthcare technology fund |
| Alpha Marketing (Raleigh) | Board | Prior | Channel marketing firm |
External Roles
| Organization | Role | Type |
|---|---|---|
| Daerter Group | Chair | Venture firm (seed investments in healthcare/IoT) |
| Endicott College (MA) | Board of Trustees | Academic |
| Alamance Community College Foundation (NC) | Board | Academic foundation |
| Woodrow Wilson Center for International Scholars | Advisory Board | Policy think tank |
| World Policy Institute | Advisory Board | Policy think tank |
| Harvard Law School Corporate Governance Forum | Member | Governance forum |
| Adjunct/Guest Lecturer roles (Harvard Kennedy School, Duke, Wake Forest, Baylor, Univ. of Minnesota, Univ. of Texas SPH) | Speaker/Lecturer | Academic outreach |
Board Governance
- Independence: Board determined Eberts is independent under Nasdaq rules; appointed Lead Independent Director June 21, 2024 .
- Lead Independent Director responsibilities: Presides at meetings when Chair absent, leads executive sessions, liaises between independent directors and CEO/Chair, approves agendas with CEO, and engages with major investors upon request .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Member (Chair: Max Baucus) .
- Board activity and attendance: Board met or acted by consent 23 times in FY 2025; no director attended fewer than 75% of meetings/committees .
| Committee | Role | Key Oversight Focus |
|---|---|---|
| Nominating & Corporate Governance | Chair | Board evaluations; director qualifications; governance guidelines |
| Compensation | Member | Executive/director pay policies/programs |
Fixed Compensation
| Metric (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Cash Fees Earned/Paid | $41,667 | $150,000 (three quarters) |
| Equity (Stock Awards) | — | $150,000 (three quarters; remaining Q4 shares pending issuance) |
| Standard Annual Structure | Cash $100,000; Stock $200,000 (annual entitlements) | Cash $100,000; Stock $200,000 (annual entitlements) |
Notes:
- As of March 31, 2025, Eberts had $116,667 of director fees accrued; equity for Q4 not yet issued .
Performance Compensation
- Director pay is not tied to explicit operating performance metrics (e.g., TSR, revenue, EBITDA) in disclosures; compensation consists of fixed cash retainer and fixed-value equity grants .
| Performance-linked metrics in director compensation | FY 2024 | FY 2025 |
|---|---|---|
| Explicit performance metrics tied to director pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Eberts .
- Interlocks/potential conflicts: None disclosed; no related-party transactions involving Eberts identified in Item 13 .
Expertise & Qualifications
- 25+ years senior executive experience in healthcare; extensive legal, compliance, public policy, privacy/security oversight (LabCorp) .
- Governance expertise: Harvard Law Corporate Governance Forum member; chairs DHAI governance committee; Lead Independent Director .
- Investor engagement capability via Lead Independent Director role .
Equity Ownership
| Beneficial Ownership | Shares Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| F. Samuel Eberts III | 4,225 | ≈0.20% (4,225 / 2,092,653) | Outstanding shares 2,092,653 as of Oct 6, 2025 |
| Hedging/Pledging | Prohibited by policy (short sales, options, hedging, pledging, margin) for directors | — | — |
Insider trading plans:
| Item | FY 2025 |
|---|---|
| Rule 10b5-1 or non-Rule 10b5-1 plans adopted/terminated by directors | None disclosed |
Governance Assessment
-
Strengths
- Independent director with deep governance/legal background; chairs Governance Committee and serves as Lead Independent Director—strong oversight and board process leadership .
- Active committee participation (Governance Chair; Compensation member) aligns with experience in corporate affairs and policy .
- Attendance/engagement meets board standards; no director below 75% attendance .
- Equity component in director pay supports alignment; beneficial ownership recorded with ongoing stock grants .
-
Policies enhancing investor alignment
- Prohibition on hedging/pledging/margin—reduces misalignment risks .
- Clawback policy adopted and published (company-wide) .
-
Red flags and risk indicators affecting overall governance confidence
- Company-level material weaknesses in internal controls (technical accounting resources; IT review/monitoring; management override controls)—raises oversight demands on audit and governance committees .
- Nasdaq listing deficiencies (minimum bid price; market value standards) and need for reverse split to maintain listing; ongoing financing with convertible debentures requiring shareholder approvals—heightened dilution and listing risk oversight required .
- Going concern substantial doubt disclosed—board must rigorously oversee liquidity, capital structure, and strategic alternatives .
- Significant related-party transactions with DIH Cayman/Motek Group—no linkage to Eberts disclosed but continued monitoring for conflicts recommended .
-
Director compensation mix observations
- Annual structure (cash $100k; stock $200k) skews toward equity grants, promoting alignment; FY 2025 pro rata issuance indicates responsiveness to service period; no performance metric linkage disclosed for director pay .
-
Attendance and engagement signal
- Board met 23 times in FY 2025; attendance thresholds met—signals active board cadence during a complex transition (reverse split, financing, internal control remediation) .
Overall: Eberts’ independence, governance leadership (Lead Independent Director; Governance Chair), and legal/policy expertise are positives for board effectiveness. The company’s control weaknesses, listing risks, and financing complexity elevate governance scrutiny; Eberts’ roles position him to drive remediation, director evaluation, and investor engagement .