Dennis Matheis
DarioHealthAbout Dennis Matheis
Dennis Matheis (age 64) has served as an independent director of DarioHealth Corp. since July 2, 2020. He has nearly 30 years of senior leadership experience in health insurance and healthcare, including President & CEO roles at Optima Health and Sentara Healthcare; he holds a B.S. in Accounting from the University of Kentucky and practiced as a CPA before entering healthcare . As of the latest proxy, he is deemed an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentara Healthcare, Inc. | President & Chief Executive Officer | Since Sept 2022 – present | Senior leadership oversight of integrated healthcare system |
| Optima Health, Inc. (Sentara affiliate) | President & CEO | ~2017–2022 (5 years) | Led health plan operations |
| Sentara Healthcare Plans, Inc. | Executive Vice President | Prior to 2022 | Health plan executive leadership |
| Anthem, Inc. | President, Central Region & Exchanges | 13 years in leadership roles | Managed six states and ~$12B revenue |
| Anthem Blue Cross & Blue Shield of Missouri; CIGNA Healthcare; Humana Health Plan; Advocate Health Care | Senior leadership roles | Various | Health plan/provider operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sentara Healthcare, Inc. | President & CEO | Since Sept 2022 | Current external operating role |
| Optima Health, Inc. | President & CEO | ~2017–2022 | Prior external operating role |
Board Governance
- Independence: Board determined Matheis is independent under Nasdaq Listing Rules and Rule 10A-3 .
- Committee assignments (FY 2024/2025): Audit Committee member (McGrath, Shaked, Matheis), chair McGrath; Nominating & Corporate Governance Committee member and chair (Matheis; Shaked); Compensation Committee not a member (McGrath chair; Shaked; Karah) .
- Committee attendance: Audit Committee met telephonically 4 times in FY 2024 with 8 unanimous written consents; each member attended 100% of meetings during service .
- Board attendance: Board met telephonically 7 times in FY 2023 (and 6 times in FY 2022) with at least 83% attendance by each member .
- Board leadership & risk oversight: Audit oversees financial/accounting risks; Compensation oversees compensation risks; Board integrates committee reports into ERM oversight .
Fixed Compensation
| Component | Policy / Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 per year, paid quarterly | Ongoing | Non-employee director remuneration policy |
| Committee service fee | $20,000 per year, paid quarterly | Ongoing | Non-employee director remuneration policy |
| Cash paid (Matheis) | $70,000 | FY 2023 | Summary director compensation table |
| Cash paid (Matheis) | $17,500 | FY 2024 | Summary director compensation table |
| Waiver disclosure | Commencing Q2 2024, “Messrs Shaked, Mathies, Stern and Ms. Karah have waived their cash compensation” | FY 2024 | Proxy text uses “Mathies”; presumed to refer to Matheis |
Performance Compensation
| Award Type | Grant Date | Shares / Options | Fair Value ($) | Key Terms |
|---|---|---|---|---|
| Restricted Stock (Director grant) | Jan 19, 2021 | 17,620 shares | $315,222 | Non-employee director grant under 2020 plan |
| Options | Aug 18, 2020 | 20,000 options | — | Exercise price $18.68; 1/3 vest at 1-year; remainder vests in 8 equal quarterly installments thereafter; subject to continued board service |
| Restricted Stock (Director grants) | May 18, 2022 | 17,620 shares | — | Issued under 2020 plan |
| Options | May 18, 2022 | 35,000 options | — | Exercise price $7.19 |
| Restricted Stock (Director grants) | Mar 6, 2024 | 70,000 shares | $117,600 | Issued under 2020 plan; shown in FY 2024 compensation |
| Outstanding equity (as of 12/31/2024) | — | 102,620 stock awards; 55,000 option awards | — | Outstanding awards per FY 2024 table |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed for Matheis in DRIO proxies . |
Expertise & Qualifications
- Accounting and finance expertise (B.S. in Accounting; former CPA), combined with extensive operating leadership in health plans and provider organizations .
- Industry scale experience (Anthem Central Region & Exchanges, six states, ~$12B revenue) relevant to payer/provider dynamics and commercialization in digital health .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Common Stock | Source |
|---|---|---|---|
| Oct 11, 2022 | 126,709 | <1% | FY 2022 proxy table |
| Oct 13, 2023 | 129,098 | <1% | FY 2023 proxy table |
| Apr 16, 2024 | 175,804 | <1% | FY 2024 proxy (Apr) |
| Oct 22, 2024 | 186,077 | <1% | FY 2024 proxy (Oct) |
| Mar 7, 2025 | 206,493 | <1% | FY 2025 proxy (Mar) |
| May 29, 2025 | 209,409 | <1% | FY 2025 proxy (May) |
- Pledging/hedging: No pledging footnote disclosed for Matheis in the beneficial ownership tables cited .
- Alignment: Participated in insider financing via purchase of 50 shares of Series B-2 Preferred Stock on May 4, 2023 (initial conversion price $3.37), alongside other directors/executives; subject to stockholder approval for dividend share issuance .
Compensation Structure Analysis
| Year | Cash ($) | Equity ($) | Options ($) | Observations |
|---|---|---|---|---|
| 2021 | 50,000 | 315,222 | — | Equity-heavy year via RS awards to directors |
| 2022 | 61,667 | 189,910 | — | Continued equity; options granted in 2022 (35k @ $7.19) |
| 2023 | 70,000 | — | — | Cash-only year; no equity shown in table |
| 2024 | 17,500 | 117,600 | — | Shift back to equity grants; partial cash waiver disclosed |
- Mix shift: 2023 showed cash-only; 2024 reinstated equity grants (RS), with reduced cash due to waivers—signals emphasis on equity alignment over cash .
- Options history: Options awarded in 2020 and 2022; FY 2024 table notes 55,000 options outstanding for Matheis .
- Performance metrics: No director-specific performance metrics (e.g., TSR/EBITDA targets) disclosed for Matheis’s director awards .
Related-Party Transactions and Potential Conflicts
- Director financing participation: Matheis purchased 50 shares of Series B-2 Preferred Stock in May 2023; stockholders approved dividend share issuance tied to the series (Nasdaq 5635(c)/(d) compliance). This is disclosed and broadly applied across multiple insiders, and does not indicate ongoing related-party operating transactions .
- External employer ties: Matheis is CEO of Sentara Healthcare; DRIO proxies do not disclose transactions with Sentara or entities where Matheis has a financial interest; no related-party transactions involving Matheis are described in the cited proxies .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2023 Advisory Vote on NEO Compensation | 8,934,199 | 2,952,539 | 639,955 | 5,555,025 |
| 2023 Frequency of Advisory Vote | One-year: 5,770,310 | Two-year: 116,872 | Three-year: 5,949,982 | Abstain: 689,529 |
Governance Assessment
- Strengths:
- Independent status affirmed; active committee roles, including chair of Nominating & Corporate Governance—supports board refreshment and governance oversight .
- Audit Committee membership with documented 100% committee attendance in FY 2024—indicates engagement in financial oversight .
- Equity-heavy compensation history (2021, 2022, 2024) and participation in insider financing suggest alignment with shareholder interests .
- Watch items / RED FLAGS:
- Document typo (“Mathies”) in FY 2025 proxy describing cash compensation waiver; confirm application to Matheis when engaging IR for clarity .
- External CEO role at Sentara Healthcare could present potential perceived conflicts if DRIO transacts with Sentara; no such transactions are disclosed in cited proxies, but investors may monitor for future related-party disclosures .
- Director equity (options and RS) should be tracked for any repricing or accelerated vesting; no option repricings disclosed for directors; FY 2025 proxy disclosed change-in-control acceleration amendments for management awards, not directors .
Appendix: Committee and Attendance Snapshot (FY 2024/2025)
| Committee | Members | Chair | Meetings (FY 2024) | Attendance |
|---|---|---|---|---|
| Audit | McGrath; Shaked; Matheis | McGrath | 4 telephonic; 8 UWC | 100% by members |
| Compensation | McGrath; Shaked; Karah | McGrath | 1 telephonic; 14 UWC | Not individually disclosed |
| Nominating & Corporate Governance | Matheis; Shaked | Matheis | 1 UWC | Not individually disclosed |
Notes: Board met 7 times in FY 2023 (all directors ≥83% attendance); 6 times in FY 2022 (all directors ≥83% attendance) .