Ken Minor
About Ken Minor
Kenneth Minor is the Chief Financial Officer (Principal Financial Officer) of Elite Health Systems Inc. (EHSI), appointed in August 2025; he also serves as the Company’s Secretary per the proxy, and has executed SOX 302/906 certifications on the Q2 and Q3 2025 10‑Qs . EHSI had no revenue through Q2–Q3 2025 and reported net losses as it builds Medicare Advantage operations slated to begin member services on January 1, 2026; management disclosed going-concern risks mitigated by equity raises totaling nearly $9 million and plans for additional capital in 2026 . The proxy’s Pay‑versus‑Performance table indicates cumulative TSR deterioration from 2022–2024 and continued net losses, underscoring early-stage execution risk; Minor’s age and education are not disclosed in Company filings .
Past Roles
No biography or prior roles for Kenneth Minor are disclosed in the DEF 14A or 10‑Q filings .
External Roles
No public company or non-profit external directorships for Kenneth Minor are disclosed in the Company’s filings reviewed .
Fixed Compensation
Kenneth Minor was appointed CFO in August 2025, but the Company’s proxy identifies only the CEO as a Named Executive Officer; no CFO base salary, target bonus, or actual bonus payments are disclosed .
| Item | 2025 |
|---|---|
| Base Salary ($) | Not disclosed |
| Target Bonus (%) | Not disclosed |
| Actual Bonus Paid ($) | Not disclosed |
Performance Compensation
No Kenneth Minor-specific stock or option awards (RSUs, PSUs, options), grant dates, amounts, or vesting schedules are disclosed in the filings reviewed .
Company-wide 2025 Equity Incentive Plan parameters:
| Feature | Detail |
|---|---|
| Share reserve | 4,500,000 shares of common stock |
| Award types | Options, SARs, stock grants, stock purchase rights, RSUs, performance shares, performance units; cash retainers for directors |
| Administration | Board and a Committee (non-employee directors) act as Plan Administrator; Committee authorized to grant awards to employees, executive officers, and consultants |
| Exercisability/Term (options) | Generally up to 10 years; 5 years for ISO to 10% owners; standard payment methods incl. cashless and net exercise |
| Change-of-control treatment | If awards are not assumed/substituted, unvested/unexercised portions accelerate fully immediately before close; awards not assumed/replaced/ exercised terminate at close |
| Clawback | Awards subject to recoupment under required exchange listing/Dodd-Frank policies and any additional provisions imposed by the Committee |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Kenneth Minor | — (not disclosed) | — (not disclosed) |
- Stock ownership guidelines for executives are not disclosed; compliance status is therefore unknown .
- Hedging policy prohibits short sales and transactions in puts/calls; all insider transactions must be pre-cleared with the Insider Trading Compliance Officer (currently the CFO), enhancing control over executive trading behavior .
- No explicit pledging prohibition is disclosed in the filings reviewed .
Employment Terms
- Appointment/start date: Kenneth Minor appointed Chief Financial Officer in August 2025 .
- Contract term, severance, change‑of‑control economics: No CFO‑specific employment agreement or severance multiples disclosed; Company-level plan permits accelerated vesting of outstanding equity awards upon a change‑of‑control if awards are not assumed/substituted .
- Non-compete/non-solicit/garden leave/post-termination: Not disclosed in filings reviewed .
- Clawbacks: Equity awards subject to clawback per the 2025 Equity Incentive Plan and applicable law .
- Insider trading controls: All insider transactions require pre-clearance; CFO is the Insider Trading Compliance Officer, implying direct oversight over executive trading compliance .
Performance & Track Record
Company operating context during Minor’s tenure:
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Revenue ($USD) | $0 | $0 |
| Net Income (Loss) ($USD) | $(441,000) | $(1,161,000) |
| Cash and Equivalents ($USD) | $3,121,000 | $3,970,000 |
| Shares Outstanding (period end) | 21,409,924 | 21,939,924 |
Capital and liquidity:
- Net cash used in operating activities for nine months ended 9/30/2025: $(1,448,000) .
- Equity financing: $5.825 million raised via private placement at $0.50/share (Jan 2024–Jan 2025); additional private placement announced July 2025 at $0.95/share with $1.89 million received by 9/30/2025 and >$3 million by filing date .
- Going concern: Management disclosed substantial doubt mitigated by equity raises and planned cost management as MA plan ramps; operations funded by equity, no lines of credit .
Pay‑Versus‑Performance (Company-level, historical):
| Year | Value of $100 Investment Based on TSR ($) | Net Income (Loss) ($000s) |
|---|---|---|
| 2022 | 347.83 | (127) |
| 2023 | 195.65 | (816) |
| 2024 | 47.83 | (2,055) |
Board Governance
- Secretary role: Proxy signed “/s/ Ken Minor, Secretary,” indicating Minor holds the corporate Secretary office in addition to CFO .
- Committees: Due to small size, the Board historically operated without separate committees; an Audit Committee exists (charter available), formed in November 2024, held three meetings; a Compensation Committee is expected in the future .
Compensation Committee Analysis
- Current state: No Compensation Committee yet; CEO compensation was largely equity in lieu of cash; future intent to establish committee to approve base, incentive and equity compensation for Named Executive Officers (which could include CFO) .
- Independent consultant usage: Not disclosed .
- Peer group/benchmarking/targets: Not disclosed .
Related Party Transactions
- Context: The CEO controls a majority stake in Physician Support Systems (PSS) and his daughter holds the remainder; EHSI’s proposed acquisition of PSS is a related-party transaction vetted by a Special Committee; Company-level representations indicate the transaction will not trigger severance, acceleration, excess parachute payments, or tax gross-ups under Benefit Plans .
Risk Indicators & Red Flags
- Early-stage financial profile with no revenue and continued losses; disclosed going-concern risk mitigated by equity financing plans .
- Concentrated control and related-party acquisition with CEO’s majority ownership of PSS; Special Committee oversight mitigates but increases governance complexity .
- Hedging prohibited; no explicit pledging policy disclosed—pledging risk cannot be ruled out absent stated prohibition .
- Section 16 filings: Company indicates general compliance, with one director exception due to late SEC codes; no mention of CFO delinquencies .
Equity Ownership & Alignment (Detail)
| Item | Status |
|---|---|
| Total beneficial ownership (Minor) | Not disclosed in beneficial ownership table |
| Ownership as % of outstanding | Not disclosed |
| Vested vs unvested shares | Not disclosed |
| Options (exercisable/unexercisable) | No options disclosed for Minor; table notes “No such options exist at time of filing” for present exercisables |
| Stock ownership guidelines | Not disclosed |
| Hedging/derivatives | Prohibited by insider trading policy |
| Pledging | No explicit prohibition disclosed |
Investment Implications
- Near-term visibility on Minor’s pay-for-performance alignment is limited: no CFO-specific salary/bonus/equity grants or ownership disclosed, hampering direct assessment of incentive alignment and potential insider selling pressure; absence of disclosed holdings suggests low immediate selling pressure from Minor, though the 2025 equity plan creates capacity for future grants .
- Change-of-control mechanics accelerate unassumed equity awards; if Minor receives equity under the plan, unassumed awards could vest on a transaction, affecting supply/demand dynamics and executive retention incentives .
- As CFO and Insider Trading Compliance Officer, Minor oversees pre-clearance of all insider trades, which should reduce risky trading behaviors (hedging/shorts) but does not preclude pledging absent explicit policy; monitor future proxies for pledging disclosures and any CFO grants/ownership updates .
- Company fundamentals remain pre-revenue with disclosed going-concern risks mitigated by equity financings; the impending start of MA plan operations in 2026 may introduce performance metrics (e.g., enrollment, medical loss ratio, EBITDA) into compensation frameworks—watch for formation of a Compensation Committee and detailed NEO disclosures to refine pay-for-performance and retention risk assessments .