Lawrence Leisure

About Lawrence Leisure

Lawrence (Larry) Leisure, age 74, was appointed to DarioHealth’s Board on February 25, 2025. He holds a B.A. in Economics from Stanford University and an MBA in Finance from UCLA Anderson, and brings decades of healthcare leadership spanning consulting (Towers Perrin, PwC, Accenture), payer/provider operations (Kaiser Foundation Health Plans, UnitedHealth/Optum), and investing (Operating Partner at Kleiner Perkins; Co-Founder and Co-Managing Partner of Chicago Pacific Founders) . He is also Chairman of the UCSF Rosenman Institute, on the UCLA Anderson Board of Advisors, and a Senior Advisor at Stanford’s Mussalem Center for BIODESIGN .

Past Roles

External Roles

Board Governance

• Committee memberships (DRIO): Not listed on Audit, Compensation, or Nominating & Corporate Governance committees; current compositions are Audit (Shaked, McGrath, Matheis; Chair: McGrath), Compensation (Shaked, McGrath, Karah; Chair: McGrath), Nominating & Corporate Governance (Matheis, Shaked; Chair: Matheis) .
• Independence: The proxy explicitly identifies Shaked, Matheis, McGrath, and Karah as independent; Leisure is not included in that independent list, and the proxy discloses his interest in compensation paid to NearWater Growth LLC for consulting services to DRIO (related-party exposure) .
• Attendance: In FY2024, the Board met 8 times with each then-current director attending at least 88% of meetings; Audit Committee met 4 times with 100% attendance by its members. Leisure joined in 2025, so 2024 attendance stats do not cover his service .
• 2025 Director election support: Leisure received 30,498,276 votes “For”, 221,911 “Against”, 90,274 “Abstain”, with 9,581,556 broker non-votes .

Fixed Compensation

Performance Compensation

NearWater Growth LLC (consulting arrangement with Leisure interest) – equity and cash compensation

• Monthly cash retainer: $5,000 starting Sept 1, 2024, increased to $10,000 starting Jan 1, 2025 (per second amendment) .
• Time-based equity: 150,000 shares vesting quarterly over 4 years, contingent on continued services .
• Performance-based equity schedules (examples; certain thresholds redacted):
  • Acquisition “Deal” introductions: 45,000 shares; additional 7,000 shares if post-close revenue threshold met .
  • “Game Changer” Alliance introductions: 45,000 shares with revenue/branding criteria .
  • Special one-time bonus: 25,000–30,000 shares for significant introductions .
  • Exit (sale of company): 70,000–100,000 shares based on transaction value tiers .
• To date received: ~258,000 shares and warrants to purchase up to 125,000 shares; monthly retainer of $10,000 effective Feb 24, 2025 amendment; Leisure “has an interest in, and will receive, the compensation due to NearWater” .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep payor/provider and consulting experience across Towers Perrin, PwC, Accenture, Kaiser, and UnitedHealth/Optum; venture and PE investing through Kleiner Perkins and Chicago Pacific Founders .
• Governance roles in healthcare innovation ecosystems (UCSF Rosenman, UCLA Anderson advisory, Stanford BIODESIGN) .
• Education: BA (Stanford), MBA (UCLA Anderson) .

Equity Ownership

Governance Assessment

• Strengths: Significant healthcare strategy and value-based care expertise; external compensation committee experience at P3 enhances understanding of executive pay governance .
• Risks/RED FLAGS:
  • Related-party consulting: Leisure has an interest in compensation paid to NearWater for services to DRIO, including ongoing cash retainer and substantial time- and performance-based equity tied to corporate transactions (acquisitions, alliances, and potential sale). This creates potential conflicts of interest (deal advocacy tied to equity awards) and may impair independence perceptions. The proxy’s independence list excludes Leisure, while explicitly disclosing his NearWater interest .
  • Committee roles: Leisure is not listed as a member of Audit, Compensation, or Nominating committees, limiting direct oversight contributions to those key governance functions .
• Shareholder support: Leisure’s election received strong “For” votes (30.50M for vs. 0.22M against), suggesting investor acceptance despite disclosed related-party arrangements; ongoing monitoring of transactions involving NearWater is prudent .
• Monitoring recommendations:
  • Ensure recusals and robust Board process on any transactions where NearWater could benefit (acquisitions/alliances/financings). Confirm committee and Board documentation reflects recusal and independent review .
  • Periodically reassess independence status in the proxy, given continuing consulting compensation .

Appendix: Shareholder Vote – July 23, 2025 (context)