Haranath Policherla
About Haranath Policherla
Dr. Haranath Policherla, age 67, is a seasoned neurologist with over three decades of clinical leadership; he has served as President of Pointe Neurology & Michigan Center for Sleep Disorders since 1990 and brings expertise in neurology, sleep medicine, and neurorehabilitation. He was elected to the EHSI board at the September 26, 2025 Special Meeting with 14,688,791 votes for and none against; tenure on the EHSI board began in 2025 . Education credentials are not specified; the proxy highlights medical leadership and industry recognition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pointe Neurology & Michigan Center for Sleep Disorders | President | 1990–present | Clinical operations and leadership expertise |
| Global hospital group (name not disclosed) | Vice Chairman | 2005–2016 | Medical infrastructure development roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Film industry (producer/writer/actor; advocacy for Telugu culture) | Various | Not disclosed | Recognitions for contributions; cultural advocacy |
Board Governance
- Board structure: Five nominees stood for election (Jeereddi, Gold, Leimkuhler, St. Lawrence, Policherla) at the Sept. 26, 2025 Special Meeting; all were elected .
- Meetings and attendance: The Board met seven times in Fiscal 2024; all directors attended at least 75% of Board and committee meetings during the periods served .
- Committees:
- Audit Committee established Nov 2024; members: Leimkuhler, St. Lawrence, Gold; Leimkuhler and St. Lawrence determined “independent” under Rule 10A‑3 and Nasdaq; no determination of an audit committee financial expert; Policherla is not listed as a member .
- Due to small board size, the full Board otherwise performs audit, compensation, and nominating functions; a special committee of disinterested and independent members was formed to negotiate the PSS acquisition, given CEO Jeereddi’s majority ownership in PSS .
- Lead director: William St. Lawrence designated lead director on August 6, 2025 .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Historical director cash retainer (non-employee directors) | $3,000/month through Mar 31, 2023; reduced to $2,000/month starting Apr 2023 | 2023 | Program detail; director-specific cash for Policherla not disclosed |
| Equity in lieu of cash (selected directors) | 75,000 restricted shares (Jan 2025, for 2024 services) to Leimkuhler and St. Lawrence; 40,000 restricted shares (for 2024 services); 40,000 restricted shares (Aug 2025, for 2025 services) | 2024–2025 | Illustrative program actions; Policherla grants not disclosed |
| CEO equity in lieu of cash | 250,000 shares (for 2024) and 375,000 shares (for 2025); 375,000 restricted shares (Aug 2025, for 2025) | 2024–2025 | CEO disclosure for context; indicates equity-heavy compensation strategy |
No director cash/equity compensation details were disclosed specifically for Dr. Policherla.
Performance Compensation
| Provision | Detail | Source |
|---|---|---|
| 2025 Equity Incentive Plan share reserve | 4,500,000 shares of common stock | |
| Eligible participants | Employees, consultants, and non‑employee directors | |
| Award types | Options, SARs, stock grants, stock purchase rights, RSUs, performance shares, performance units; cash-based amounts for director service | |
| Repricing | Prohibited without stockholder approval | |
| Change-of-control treatment | If awards not assumed or substituted, unexercised/unvested portions vest/exercise immediately; awards terminate at CoC if not assumed/exercised | |
| Clawback | Awards subject to recoupment per exchange/Dodd‑Frank clawback; committee may impose additional clawback provisions | |
| Dividends/Dividend equivalents | Not paid unless awards are earned/nonforfeitable |
The proxy does not disclose specific performance metrics (e.g., EBITDA, TSR) tied to director compensation grants for Dr. Policherla.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company board service for Policherla disclosed in proxy |
| Physician Support Systems (PSS) interlock (context) | — | — | CEO Jeereddi is PSS majority owner; a special committee oversaw the transaction to mitigate conflicts; Policherla’s involvement not specified |
Expertise & Qualifications
- Clinical leadership: Decades of neurology, sleep medicine, neurorehabilitation practice; operational leadership of a medical center since 1990 .
- Infrastructure experience: Vice Chair of a global hospital group with roles in medical infrastructure development (2005–2016) .
- Cultural/community recognition: Awards cited; film industry engagement and advocacy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dr. Haranath Policherla | 1,000,000 | 4.6% | As of Aug 25, 2025; beneficial ownership per SEC rules |
| All current executive officers and directors (6 persons) | 4,696,343 | 21.4% | Group total |
| Options/Warrants | None | — | No options/warrants exercisable within 60 days exist at filing time |
| Hedging/Pledging | Hedging and short sales prohibited; all transactions pre-cleared with CFO | Policy-level disclosure (no pledging disclosed) | |
| Section 16(a) filings | All complied except Policherla, who received SEC filing codes too late to file timely | Process issue noted |
Voting Support (2025 Special Meeting)
| Nominee | Votes For | Votes Against | Abstentions/Withheld |
|---|---|---|---|
| Dr. Haranath Policherla | 14,688,791 | 0 | 0 |
Governance Assessment
- Positives
- Strong shareholder support for election (unanimous votes for among votes cast) .
- Significant personal ownership (4.6%) suggests alignment; no pledging disclosed; hedging prohibited by policy .
- Board formed a special committee of disinterested/independent members to address the CEO’s related-party acquisition (PSS), an appropriate mitigation step .
- Concerns/RED FLAGS
- Independence designation for Policherla not explicitly stated; audit committee independence identified only for Leimkuhler and St. Lawrence; Policherla not on audit committee .
- Board has not identified an audit committee financial expert, which may affect financial oversight rigor .
- Section 16(a) late filing for Policherla due to delayed SEC codes—administrative lapse; monitor for future timeliness .
- Compensation transparency: no director-specific compensation disclosures for Policherla; equity-heavy compensation used for other directors and CEO could dilute if not performance‑conditioned .
- Change‑of‑control acceleration for unassumed awards could misalign incentives if broadly applied; clawback exists but effectiveness depends on policy implementation .
Net view: Ownership alignment is strong; however, explicit independence status and committee engagement for Policherla are not documented. The lack of an audit committee financial expert and heavy use of equity retainers elsewhere warrant close oversight of governance rigor and dilution risk .
Related Party Transactions (Context)
- CEO conflict: Jeereddi is majority owner of PSS; daughter owns remaining 49%; special committee negotiated the PSS acquisition terms; disclosure of interests provided to stockholders .
Compensation Committee Analysis
- Structure: Full Board generally performs compensation functions given small size; 2025 Plan overseen by Board/Committee; non‑employee directors eligible for awards .
- Policies: Repricing prohibited; clawback adopted per regulation; performance awards mechanics defined, but metrics not specified in proxy .
Insider Filings
| Item | Detail |
|---|---|
| Section 16(a) compliance | All reporting persons complied except Dr. Policherla, who received filing codes too late to file timely |
| Reported Form 4 transactions | None disclosed in proxy (no options outstanding) |
Key Documents Referenced
- DEF 14A Proxy Statement (Sept 29, 2025): Biography, board structure, committees, hedging policy, beneficial ownership, 2025 Equity Incentive Plan provisions .
- 8‑K Item 5.07 (Nov 5, 2025): Special Meeting results, director elections, plan approval .