Dennis McGrath
DarioHealthAbout Dennis M. McGrath
Dennis M. McGrath (age 68) is an independent director of DarioHealth Corp. (DRIO) serving since November 12, 2013. He is a seasoned medical device executive and CPA with extensive public company leadership experience in corporate finance, strategy, operations, and M&A; he currently serves as Executive Vice President and Chief Financial Officer of PAVmed, Inc. and holds a B.S., maxima cum laude, in accounting from LaSalle University. He is designated as the Board’s “audit committee financial expert” and is independent under Nasdaq Listing Rules and SEC Rule 10A‑3. Attendance in FY2024 was strong, with Board members present at least 88% of meetings; Audit Committee members (including McGrath) attended 100% of committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PhotoMedex, Inc. (Nasdaq: PHMD) | Director, President, CFO | 2011–2017 (director, President, CFO); CFO 2000–2009; CEO 2009–2011 | Led reverse merger with Radiancy (2011); multiple public company acquisitions (SLTI, PRCY, LCAV, THNK) |
| AnswerThink Consulting Group (now The Hackett Group, Nasdaq: HCKT) | COO, Internet Practice; Acting CFO of Think New Ideas during merger | 1999–2000 | Technology integration leadership; interim finance oversight |
| TriSpan, Inc. | CFO, EVP, Director | 1996–1999 | Sale to AnswerThink (1999) |
| Arthur Andersen & Co. | Audit professional; became CPA | From 1981 | Achieved CPA credential; foundational audit experience |
| Think New Ideas, Inc. (Nasdaq: THNK) | Acting CFO during merger | 1999–2000 | Managed combination with AnswerThink |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAVmed, Inc. (Nasdaq: PAVM) | EVP & CFO | Current | Public company finance leadership |
| Citius Pharmaceuticals, Inc. (Nasdaq: CTXR) | Director; Audit & Compensation Committee Chair | Current | Governance and financial oversight, committee leadership |
| Citius Oncology, Inc. (Nasdaq: CTOR) | Director; Audit & Compensation Committee Chair | Current | Governance and financial oversight, committee leadership |
| LIV Process, Inc. (formerly BioVector, Inc.) | Director | Current | Board oversight |
| Cagent Vascular, Inc. | Director & Audit Chair | 2014–2024 | Audit oversight at private medtech |
| Embrella Cardiovascular, Inc. | Director | 2007–2009 | Board oversight; company sold to Edwards Lifesciences (NYSE: EW) |
| Manor College | Board of Trustees | Current | Higher-education governance |
| Taylor University | Board of Visitors | Current | Advisory governance for academic institution |
Board Governance
- Independence: Board determined McGrath is independent under Nasdaq Listing Rules and Rule 10A‑3.
- Committee assignments: Audit Committee (Chair; financial expert); Compensation Committee (Chair); not a member of Nominating & Corporate Governance.
- Meeting activity: Board met 8 times (telephonic) in FY2024 plus 8 unanimous written consents; each director attended at least 88% of meetings. Audit Committee met 4 times with 100% attendance and 8 unanimous consents; Compensation Committee met once with 14 unanimous consents.
- Board leadership: Chairman is Yoav Shaked; no lead independent director disclosed.
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Policy: $50,000 per year, paid quarterly to non-employee directors |
| Committee service cash | $20,000 | Policy: $20,000 per year for Board committee service |
| Total cash paid (McGrath) | $70,000 | Summary Director Compensation Table shows $70,000 in cash for 2024 |
| Chair fees | Not disclosed | No separate chair fee disclosure |
| Meeting fees | Not disclosed | No meeting fee disclosure |
Notes:
- Certain directors waived cash compensation from Q2’24 (Shaked, Matheis, Stern, Karah); McGrath not listed among waivers.
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Restricted shares (Common Stock) | March 6, 2024 | 80,000 | $134,400 | Vesting schedule not disclosed in proxy |
- Outstanding stock awards at 12/31/2024 (McGrath): 154,744 stock awards; no option awards outstanding.
- Director equity structure uses restricted stock; no director performance-based equity metrics disclosed (e.g., TSR, revenue, EBITDA) for directors.
Other Directorships & Interlocks
| Company | Relationship to DRIO | Potential Interlock/Conflict Consideration |
|---|---|---|
| PAVmed, Inc. | McGrath is EVP & CFO (officer) | No related-party transactions with DRIO disclosed; independence affirmed by Board. |
| Citius Pharmaceuticals (CTXR) / Citius Oncology (CTOR) | McGrath is director and audit/compensation chair | Board roles at other public healthcare companies; no DRIO-related-party transactions disclosed. |
- Related-party transactions section highlights consulting fees to NearWater Growth LLC tied to director Lawrence Leisure (not McGrath); no McGrath-related transactions disclosed.
Expertise & Qualifications
- CPA and audit committee financial expert; deep finance, operations, and strategy experience in medtech.
- Extensive M&A execution, including multiple public company acquisitions; recognized for turnaround and deal leadership (SmartCEO 2012 CEO of the Year for Turnaround Company; P.A.C.T. finalist 2011; EY Entrepreneur of the Year finalist 2013).
- Academic credential: B.S., maxima cum laude, in accounting (LaSalle University).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 134,744 vested restricted shares |
| Percent of shares outstanding | Less than 1% (*) |
| Outstanding stock awards (12/31/2024) | 154,744 stock awards |
| Options (exercisable/unexercisable) | None outstanding |
| Pledging/Hedging | Not disclosed in proxy |
(*) Based on 44,463,781 common shares outstanding (Record Date: May 29, 2025).
Governance Assessment
- Committee leadership and expertise: As Chair of both Audit and Compensation Committees and designated “financial expert,” McGrath strengthens board oversight of financial reporting, internal controls, and pay practices—an investor confidence positive.
- Independence and engagement: Independence affirmed; Board attendance ≥88%, Audit Committee 100%—supporting effective oversight and engagement.
- Pay and alignment: 2024 director pay of $204,400 (cash $70k; equity $134.4k) appears within small-cap norms; use of restricted stock aligns director interests with shareholders. No option holdings or pledging disclosed.
- Conflicts/related parties: No McGrath-related transactions disclosed; his external officer role at PAVmed and board roles at CTXR/CTOR present potential information-flow interlocks but no disclosed conflicts with DRIO. Monitoring remains appropriate.
RED FLAGS: None disclosed specific to McGrath (no related-party transactions, no legal proceedings, no pledging/hedging). Continued vigilance warranted given multiple external roles, but independence is affirmed.