Deborah Lafer Scher
About Deborah Lafer Scher
Independent director at Ekso Bionics Holdings, Inc. since June 2024; age 66 as of March 18, 2025. Background in healthcare strategy and public sector advisory, including Senior Advisor at the Milken Institute and prior Executive Advisor to the Secretary of the U.S. Department of Veterans Affairs. Education: BA, Haverford College; MBA, Columbia University. Board concluded she brings extensive healthcare and regulatory experience; she serves on the Compensation Committee and the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Veterans Affairs | Executive Advisor to the Secretary | Jan 2018 – Jun 2021 | Healthcare regulatory engagement; strategic initiatives |
| Fitzroy Health, LLC | Operating Partner & Strategic Business Development Officer | 2015 – 2017 | Investment and growth strategy |
| Novel Ingredient Services | Chief Operating Officer & Strategic Advisor to the Founder | 2011 – 2014 | Operations leadership |
| Weill Cornell Medical College, Dept. of Medicine | Chief Strategy & Operating Officer | 2009 – 2011 | Academic medical strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Milken Institute | Senior Advisor | Since Oct 2022 | Healthcare/economic think tank |
| EnableComp LLC | Board Director | Not specified | Claims processor for healthcare providers; private company (not disclosed as public) |
| Joyance Funds | Advisory Board | Not specified | Targets IT and life sciences sectors |
| Public company directorships (past 5 years) | — | — | None disclosed for Scher |
Board Governance
- Independence: Board determined all nominees except the CEO are independent; Scher is independent .
- Committee assignments: Member, Compensation Committee (3 meetings in 2024); Member, Nominating & Governance Committee (1 meeting in 2024) .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all current directors attended the 2024 AGM .
- Board leadership: Lead Independent Director in place since June 2024; independent director executive sessions are presided over by lead independent director .
- Audit Committee oversight (context): Audit met 4 times in 2024; Scher is not a member .
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $25,591 |
| Stock Awards (grant-date fair value) | $87,963 |
| Option Awards | — |
| Total | $113,554 |
| Standard Annual Director Fee Schedule | Member ($) | Chair ($) |
|---|---|---|
| Board of Directors | $35,000 | $70,000 |
| Audit Committee | $7,500 | $15,000 |
| Compensation Committee | $5,000 | $10,000 |
| Nominating & Governance Committee | $5,000 | $10,000 |
| Lead Independent Director Retainer | $25,000 | — |
- Equity grant practice: Non‑employee directors receive RSUs targeted at ~$100,000 annually; number of units based on 30‑day average closing price; vest/settle at earlier of next annual meeting or one‑year anniversary .
Performance Compensation
- No performance-based director compensation disclosed (e.g., PSUs tied to TSR or financial metrics). Annual director RSUs are time-based and vest at defined dates; performance criteria listed in the Company’s 2014 Plan apply to performance awards generally but were not disclosed as part of Scher’s director compensation .
| Performance Metric | Applied to Director Compensation? |
|---|---|
| Revenue growth / EBITDA / TSR | Not disclosed for directors |
Other Directorships & Interlocks
- Public company boards: None disclosed for Scher in the prior five years .
- Potential interlocks/conflicts: Related-party transactions section discloses an Angel Pond settlement related to another director (Dr. Li); no transactions involving Scher or her affiliated entities are disclosed. An October 30, 2025 8‑K representation states no officers/directors are party to transactions >$120,000 except as set forth in SEC reports; no such transactions for Scher are identified .
Expertise & Qualifications
- Healthcare regulatory and reimbursement expertise (VA, EnableComp, Milken Institute) .
- Strategic operations and investment experience (Weill Cornell Medicine, Fitzroy Health, Novel Ingredient Services) .
- Education: BA (Haverford College), MBA (Columbia University) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | — (less than 1% of class) |
| RSUs Outstanding (12/31/2024) | 78,217 |
| Options Outstanding | — |
| Vesting terms (director RSUs) | Vest at earlier of next annual meeting or one-year anniversary |
| Hedging/Pledging | Hedging prohibited by company policy; no pledging disclosures for directors |
Governance Assessment
-
Strengths
- Independent director with relevant healthcare/regulatory expertise; active member on Compensation and Nominating & Governance committees .
- Attendance and engagement metrics meet standards (≥75% of meetings; present at AGM); structured committee oversight and lead independent director framework support board effectiveness .
- Transparent director compensation framework with equity alignment via annual RSUs; clear committee fee schedule .
-
Weaknesses / Watch items
- Low beneficial ownership as of the record date (no shares beneficially owned), though RSUs indicate some alignment; monitor actual share ownership as RSUs vest .
- Section 16 compliance: one Form 4 filing for Scher was reported late due to administrative errors in 2024 (minor process risk) .
- Company-level capital actions and potential dilution (reverse split authorization; inducement warrants) may affect equity-based alignment; although not specific to Scher, they are relevant to investors assessing board oversight of capital structure .
-
Conflicts/Related Parties
- No related-party transactions involving Scher disclosed; Company affirms no director transactions >$120,000 beyond SEC-reported items (none for Scher) .
-
Compensation governance
- Compensation Committee (with Scher as member) did not engage an independent consultant in 2024; intends to do so ahead of next say‑on‑pay—monitor for improved pay‑for‑performance rigor .
- Company adopted executive clawback policy per Dodd‑Frank in Oct 2023; good governance signal; oversight sits with Compensation Committee .
Overall, Scher’s independence, committee participation, and healthcare expertise are positives for governance quality. Key monitoring items are her transition from RSUs to actual share ownership, remediation of Section 16 administrative timeliness, and the board’s handling of capital structure changes and compensation consultant engagement to reinforce investor confidence .
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | One Form 4 for Scher filed late due to administrative error |