Scott R. Burell
About Scott R. Burell
Independent Class III director at DIH Holding US, Inc. (DHAI) since August 4, 2025; term expires at the 2026 annual meeting . Age 60; certified public accountant with >20 years in healthcare finance, currently CFO and Secretary of AIVITA Biomedical and formerly CFO of CombiMatrix through its sale to Invitae . Designated “independent” under Nasdaq rules and serves as Audit Committee Chair and audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AIVITA Biomedical, Inc. | Chief Financial Officer & Secretary | Aug 2018–present | Immuno‑oncology company |
| CombiMatrix Corporation | Chief Financial Officer | Not disclosed | Led through acquisition by Invitae |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Microbot Medical, Inc. (NASDAQ: MBOT) | Director | Current | Not disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class III; term to 2026 annual meeting |
| Independence | Independent director under Nasdaq rules |
| Committees (current) | Audit Committee – Chair ; Nominating & Corporate Governance Committee – Member |
| Prior appointment note | Initial 8‑K indicated appointment to Audit, Compensation, and Nominating & Corporate Governance on Aug 4, 2025 (current 10‑K lists Audit and Nominating; Compensation not listed) |
| Audit committee expertise | Audit committee financial expert |
| Lead Independent Director | F. Samuel Eberts III |
| Board activity/attendance | Board held 23 meetings in FY ended Mar 31, 2025; no director attended <75% of meetings (Burell joined after this period) |
Fixed Compensation (Director)
| Component | Amount/Structure |
|---|---|
| Annual cash retainer | $200,000 per year |
| Annual equity grant | $100,000 in common stock under the equity plan (issued at ~$35.50/share to other directors in FY25; Burell eligible pro‑rata for FY26) |
| Committee/Chair fees | Not disclosed in 10‑K; no additional fees specified |
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director pay structured as fixed cash plus equity |
Other Directorships & Interlocks
| Company | Market/Ticker | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Microbot Medical, Inc. | NASDAQ: MBOT | Director | No DIH-related transactions/conflicts disclosed |
Expertise & Qualifications
- CPA; deep healthcare finance, capital markets, M&A and restructuring experience .
- Audit committee financial expert; chairs Audit Committee .
- Current CFO role at AIVITA Biomedical brings operating and controls expertise .
- Age 60; seasoned public company governance background .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott R. Burell | 0 | 0.0% | As of Oct 6, 2025 record date |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions located in reviewed DHAI 10‑K/8‑K/DEF 14A filings since appointment |
Governance Assessment
- Strengths
- Independence, Audit Chair, and audit committee financial expert designation bolster board oversight of ICFR remediation and financial reporting .
- CPA and CFO experience align with DHAI’s need to strengthen controls and disclosure processes .
- Risks/Red flags (company context impacting board effectiveness)
- Material weaknesses in internal control over financial reporting and ineffective disclosure controls as of Mar 31, 2025 .
- Substantial doubt about going concern; reliance on convertible debentures, equity lines, and shareholder approvals (dilution risk) .
- Nasdaq listing deficiencies and reverse stock split to regain compliance (signal of market/lifecycle stress) .
- Convertible debenture anti‑dilution features and approval requirements increase governance complexity and investor dilution risk .
No related‑party transactions requiring Item 404 disclosure were reported in connection with Burell’s appointment . DIH prohibits hedging/pledging of company stock and maintains a clawback policy, supporting alignment and risk control .
Notes and Sources
- Appointment, independence, committees, and term: 8‑K (Aug 8, 2025) and 10‑K (Oct 20, 2025) .
- Background and external roles: Press release and director bios .
- Board activity and attendance: 10‑K .
- Director compensation structure: 10‑K .
- Ownership: 10‑K beneficial ownership table (record date Oct 6, 2025) .
- Policies: Insider trading, hedging/pledging, and clawback: 10‑K .
- Company risk context: ICFR weaknesses, going concern, Nasdaq deficiencies, reverse split, debenture approvals and dilution risks: 10‑K and DEF 14A .