Steven Nelson
DarioHealthAbout Steven Nelson
Steven C. Nelson is President and Chief Commercial Officer of DarioHealth (since July 10, 2025; CCO since June 5, 2024). He is 52, with a B.S. in Education (University of Pittsburgh at Johnstown) and an M.A. in Business Administration (Ohio University). His background spans payer leadership (Anthem/Elevance Health diversified services COO, strategy roles), Contigo Health CEO, and senior roles at Highmark and Allegheny Health Network, plus earlier consumer health/marketing roles (GNC, MET-Rx, 141 Communicator, GMR). Compensation is tightly linked to top-line performance via revenue-based bonus thresholds and multi-year performance option grants; 2024 TSR was $45.70 on a $100 base (proxy PVP table) with revenue rising through 2024–2025 while EBITDA losses narrowed, aligning his incentives to revenue growth and operating improvement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DarioHealth | President & Chief Commercial Officer | Jul 2025–present | Expanded remit over commercial execution; no comp changes on promotion |
| DarioHealth | Chief Commercial Officer | Jun 2024–Jul 2025 | Built claims-based billing, outcomes-linked pricing; led GLP-1 entry and payer momentum |
| Contigo Health (Premier Inc. sub.) | President & CEO | Oct 2018–Sep 2023 | Led employer-focused health solutions; revenue and client growth (context for Dario B2B2C strategy) |
| Anthem/Elevance Health (Carelon) | COO, Diversified Services; VP Strategy & Innovation; Chief of Staff to CFO | 2015–2018 | Payer operating experience; scaling services, strategy execution |
| Highmark Inc. | SVP Strategy, Product & Marketing | 2007–2014 | Product/marketing leadership; commercial strategy in payer setting |
| Allegheny Health Network | SVP Executive Oversight | 2012–2014 | Provider oversight, integrated delivery insight |
| GNC Holdings; MET-Rx; 141 Communicator; GMR Marketing | Senior marketing roles | Earlier career | Consumer and international marketing expertise |
Fixed Compensation
| Item | Terms |
|---|---|
| Base Salary | $400,000 per year, effective Jun 5, 2024 |
| Annual Bonus Target | Up to $400,000 for FY2024–FY2027 if “Target Revenue” met; $300,000 if “Lower Target Revenue” (92% threshold framing appears in equity) is met but not Target; paid following 10-K; must be employed at payment. If terminated without cause mid-year and Target met, $225,000 severance bonus for that year . |
| Benefits | Standard benefits; 20 days vacation; expense reimbursement; laptop . |
| 2024 Summary Comp (actual) | Salary $212,308; Option Awards (grant-date FV) $532,500; All Other Compensation $44,564; Total $789,372 . |
Performance Compensation
Annual Cash Bonus Structure (Revenue-linked)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Consolidated GAAP Revenue (excludes future acquisition revenue, except post-close product/service revenue) | Not disclosed | “Target Revenue” (exact $ redacted); “Lower Target Revenue” threshold for partial bonus | Not disclosed | $400k if Target met; $300k if Lower Target met; $0 if below Lower Target; $225k if terminated without cause mid-year and Target ultimately met | Paid after 10-K; must be employed at payment (except special termination case) |
Time-based Option Award
| Grant | Amount | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Inducement stock options (time-based) | 500,000 | $1.35 per share | 33.33% on Jun 1, 2025; remainder in equal quarterly installments over next 2 years | Jun 5, 2034 | Inducement grant under Nasdaq 5635(c)(4) . First vest date creates potential near-term selling window. |
Performance Option Program (FY2024–FY2027)
| Year | Max Shares | Performance Triggers | Vesting Start & Pace | Notes |
|---|---|---|---|---|
| 2024 | 400,000 | 150,000 commence vest if ≥92% of “Lower Target Revenue”; additional 250,000 commence if ≥100% of “Target Revenue”; otherwise cancelled | Vests over 3 years starting Jan 1, 2025; 8.33% per quarter at quarter-end | Inducement grant; outside plan; Board approval required . |
| 2025 | 450,000 | 150,000 at ≥92% of Lower Target; 150,000 at ≥100% of Target; 150,000 upon annual Board-defined goals; otherwise cancelled | Vests over 3 years starting Jan 1, 2026; 8.33% per quarter | Same structure for 2026 and 2027 . |
| 2026 | 450,000 | Same as 2025 | Vests over 3 years from Jan 1, 2027; 8.33% per quarter | |
| 2027 | 450,000 | Same as 2025 | Vests over 3 years from Jan 1, 2028; 8.33% per quarter | |
| Aggregate | 1,750,000 | Revenue thresholds plus annual goals | Rolling 3-year schedules | Proxy also summarizes 1.75M performance-based inducement options with $1.35 exercise price alongside 500k time-based . |
All options granted as inducement awards under Nasdaq Listing Rule 5635(c)(4); performance options for a year are cancelled if revenue is below 92% of the Lower Target for that year .
Pay-versus-Performance Snapshot
| Year | CEO “Compensation Actually Paid” | Other NEOs “Compensation Actually Paid” | TSR (Value of $100) | Net Income (Loss) |
|---|---|---|---|---|
| 2024 | $1,678,609 | $3,782,931 | $45.70 | $(42,747,000) |
| 2023 | $274,283 | $576,066 | $40.13 | $(59,427,000) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (May 29, 2025) | 221,667 shares; <1% of outstanding . |
| Footnote | Excludes 333,000 options not vested within 60 days; beneficial ownership methodology counts only currently exercisable or within-60-day instruments . |
| Outstanding Equity Awards (Dec 31, 2024) | 500,000 unexercisable options at $1.35, expiring Jun 5, 2034; time-based schedule as above . |
| Pledging/Hedging | No pledging or hedging disclosed for Nelson . |
| Ownership Guidelines | Not disclosed. |
Employment Terms
- Start date and appointment: CCO effective Jun 5, 2024; promoted to President & CCO on Jul 10, 2025 with no compensation changes .
- Employment-at-will with 120 days’ notice (company can pay out remaining Base Salary if ending earlier during the notice period) .
- Non-compete: 6 months post-employment; scope limited to direct competition in U.S. digital therapeutics for Dario disease areas .
- Non-solicit: 12 months post-employment (employees, suppliers, customers, consultants) .
- Severance: No general severance multiple disclosed (only the specific $225k bonus protection if terminated without cause mid-year and Target met) .
- Change-of-control: No executive-specific CIC cash multiple or equity acceleration terms disclosed for Nelson’s inducement options. The company equity plan describes possible Board discretion/assumption/acceleration for plan awards in a Major Transaction; inducement awards for Nelson are outside the plan and follow their grant agreements (no CIC acceleration disclosed) .
Performance & Track Record (Commercial Execution)
- 2024–2025 go-to-market: Emphasis on integrated multi-condition platform, claims-based billing, outcomes-linked pricing, and GLP-1 companion as lead wedge, driving employer and payer adoption .
- Pipeline and channel momentum (Q2’25): ~$53 million healthy pipeline; expanding eligible lives and improving yield; outcomes-based pricing and claims-based billing with national TPA; advancing largest employer (125,000 employees) to clinical review for Jan 2026; >25 payers qualified for 2026 vs 3 a year ago .
- Partnerships: Rula for virtual therapy network (15,000+ providers; 120M covered lives) to scale behavioral health; Green Key to enter sleep apnea market; MediOrbis to expand prescriber/RPM capabilities .
- GLP-1 traction: New employer contracts, expected broad client adoption of integrated GLP‑1 support leveraging Twill engagement capabilities .
Operating Metrics During Tenure (Quarterly)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($) | 3,616,000 * | 5,758,000 * | 6,255,000 * | 7,423,000 * | 7,604,000* | 6,752,000 * | 5,369,000 * | 5,007,000 * |
| EBITDA ($) | (12,767,000)* | (16,529,000) * | (14,353,000) * | (9,902,000) * | (8,382,000)* | (8,153,000)* | (8,398,000)* | (8,938,000)* |
Values with an asterisk are from S&P Global (GetFinancials). Where citations appear, they reflect embedded tool references.
Observations:
- Revenue rose through 2024 vs 2023 exit, then normalized in 1H25 as integration and pricing transitions progressed; EBITDA losses narrowed materially from Q1’24 to Q3’24 and remained improved relative to early 2024 into 2025 (S&P Global; see table).
- 2024 TSR value of $45.70 (PVP table) and reduced net loss versus 2023 are consistent with improving operating profile .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual bonus and four years of performance options hinge on attaining specific revenue thresholds (92%/100%) and annual Board goals; failure to meet 92% threshold cancels that year’s performance option entirely, creating strong incentives to meet revenue targets .
- Equity mix: Shift emphasizes options (risk-on) vs RSUs; 500k time-based options plus up to 1.75M performance options across 2024–2027; strike set at grant date (time-based $1.35) .
- Guaranteed vs at-risk: Base salary $400k with significant at-risk upside from bonus ($300k–$400k) and performance options; minimal guaranteed cash beyond salary and benefits .
- Governance provisions: Inducement grants outside equity plan; no Nelson-specific CIC acceleration disclosed; plan allows Board discretion on plan awards but inducement awards rely on grant terms .
Risk Indicators & Red Flags
- Severance/CIC opacity: No severance multiple or CIC acceleration for Nelson disclosed; at-will with 120-day notice may increase personal retention risk if market becomes volatile .
- Vesting-driven supply: Time-based options vest 1/3 on 6/1/2025 then quarterly; performance tranches vest quarterly once thresholds met; monitor Form 4s around vest dates for selling pressure (no Form 4s cited here).
- Pledging/hedging: None disclosed (positive) .
- Bonus thresholds undisclosed: Exact revenue Targets redacted; governance relies on Compensation Committee oversight .
Investment Implications
- Strong revenue-centric incentives: Bonus and performance options reset annually with 92%/100% revenue triggers; quarterly vesting after activation creates clear catalysts around year-end revenue attainment disclosures and subsequent vest schedules .
- Commercial execution signals: Nelson’s push into claims-based billing and outcomes-linked pricing with TPA/payers should ease adoption and unlock larger budget pools, improving yield and durability of ARR; pipeline breadth into 2026 (25+ payers, 125k-employee prospect) provides medium-term visibility if conversions materialize .
- Monitor supply/insider activity: The 500k time-based option began vesting in June 2025; continued quarterly vests and any activated performance tranches can add stock supply—track Form 4s and trading windows for signals (no pledging disclosed) .
- Alignment vs retention: Heavy at-risk structure with no disclosed severance/CIC safety net suggests high performance alignment but potentially higher personal retention risk; however, non-compete/non-solicit provisions offer company protection post-departure .
References:
- Appointment, offer terms, compensation, vesting and covenants: .
- Promotion to President & CCO (no comp change): .
- Beneficial ownership (shares/footnotes): .
- Equity plan context and inducement summary: .
- Pay-versus-performance table (TSR, NI): .
- Commercial commentary (pipeline, GLP‑1, claims billing, partnerships): .
S&P Global disclaimer: Quarterly Revenue and EBITDA figures marked with an asterisk are retrieved from S&P Global.