Alyssa Varadhan
About Alyssa Varadhan
Alyssa F. Varadhan, age 44, has served as an independent Class III director of Forian Inc. since March 2021; she is Chair of the Nominating and Corporate Governance Committee and is deemed independent under Nasdaq rules . She is currently Vice President at Delos Living, LLC, focusing on capital markets, strategic partnerships, investor relations, and business development across residential, hotel, commercial and technology platforms; previously, she was a Managing Director in Client Relationship Management and Strategy at Goldman Sachs (2002–2018) . Varadhan holds BSc degrees in Biomedical Engineering and Electrical Engineering from Duke University and served on Duke’s Pratt School of Engineering Board of Visitors for eight years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director, Client Relationship Management & Strategy | 2002–2018 | Capital markets client strategy; relationship management |
| Delos Living, LLC | Vice President | Current | Drives capital markets, partnerships, IR, BD across wellness real estate tech platforms |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke University – Pratt School of Engineering Board of Visitors | Member | 8 years | Academic advisory; non-profit governance |
Board Governance
- Independence: Board determined Varadhan qualifies as an “independent director” under Nasdaq rules .
- Committee assignments: Nominating and Corporate Governance Committee member; serves as Chair (effective by 2024 proxy, with change noted Dec 28, 2023) .
- Attendance: Board met seven times in FY2024; each director attended at least 75% of Board and applicable committee meetings .
- Nominating Committee activity: The Nominating Committee did not meet during FY2024 .
- Board structure: Three standing committees (Audit, Compensation, Nominating); charters publicly available on company website .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non-employee directors historically receive only equity compensation |
| Meeting fees | $0 | Not disclosed; proxy specifies equity-only comp for directors |
| Committee membership fees | $0 | Not disclosed; equity-only comp |
| Committee chair fee | $0 | Not disclosed; equity-only comp |
Performance Compensation
| Equity Award Type | Grant Detail | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|
| Stock options | 15,000 shares @ $3.14 exercise price (2024 director grant) | $34,455 (fair value at grant) | Vesting terms not disclosed; no performance metrics tied to director compensation disclosed |
Notable YOY context: 2023 director option grant fair value $33,416 for 15,000 options at $3.14; 2022 fair value $94,462 at $6.81 strike, reflecting grant valuation changes rather than cash pay .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in proxy |
| Prior public company boards | None disclosed for Varadhan |
| Private/non-profit boards | Duke Pratt School of Engineering Board of Visitors (8 years) |
| Interlocks/conflicts | No Varadhan-specific related-party transactions disclosed; Audit Committee oversees related-party reviews |
Expertise & Qualifications
- Capital markets and investor relations leadership; healthcare business development experience across data and wellness real estate platforms .
- Prior senior sell-side experience (Goldman Sachs MD) with client strategy and relationship management .
- Technical education in biomedical and electrical engineering from Duke University .
- Governance: Chairs Nominating Committee; independence affirmed by Board .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned directly | 5,000 | |
| Stock options exercisable within 60 days | 37,500 | |
| Total beneficial ownership (SEC definition) | 42,500 | |
| Shares outstanding (reference) | 31,202,313 (as of record date) | |
| Ownership as % of shares outstanding | ~0.136% (computed from above) | |
| Pledged or hedged shares | Company policy prohibits pledging and hedging for directors | |
| Ownership guidelines | No director stock ownership guidelines disclosed in proxy |
Shareholder Vote Signal (Engagement)
| Item | Meeting Date | For | Withheld | Broker Non-Vote |
|---|---|---|---|---|
| Election to Class III Director (Varadhan) | 2024 Annual Meeting (June 12, 2024) | 19,363,276 | 513,942 | 6,337,800 |
Say-on-Pay: No advisory say-on-pay proposal disclosed/voted at 2024 or 2025 annual meetings; agendas covered director elections, equity plan amendment (2025), and auditor ratification .
Policy & Controls Relevant to Governance
- Anti-hedging/pledging: Insider trading policy prohibits short sales, options trading, hedging, margin accounts, and pledges for directors, officers, employees .
- Clawback: Incentive compensation recoupment policy effective Oct 2, 2023 for restatements; aligned with SEC rules .
- Internal controls: Disclosure of material weaknesses identified and remediation status; restatement of 2023 financials noted, related to IT general controls, payables controls, and ASC 606 revenue recognition controls (fixed minimum payments and variable revenues) .
Potential Conflicts and Related-Party Exposure
- No Varadhan-related transactions disclosed; Audit Committee reviews and approves related-person transactions over $120,000 .
- Other board members had RPTs (e.g., Dublin consulting payments; Veritas license with Kassam‑Adams), indicating ongoing related-party oversight needs; none involve Varadhan based on proxy .
Risk Indicators & Red Flags
- Committee inactivity: As Nominating Chair, committee did not meet in FY2024 (potential governance process weakness) .
- Control environment: Multiple material weaknesses and a restatement could weigh on board effectiveness perceptions; although primarily an Audit Committee remit, the full Board oversees risk and governance .
- Capital allocation and ownership concentration: Significant insider ownership and the August 25, 2025 take-private proposal by the CEO and inside directors prompted formation of a Special Committee of independent directors; underscores importance of independent oversight (Varadhan is independent, but membership of the Special Committee not disclosed) .
Governance Assessment
- Strengths: Independent director with deep capital markets experience; chairs Nominating Committee; anti-hedging/pledging and clawback policies in place; equity-only director pay aligns incentives without cash guarantees .
- Watch items: Nominating Committee did not meet in 2024; board reported only “≥75%” attendance rather than detailed rates; company disclosed material weaknesses and a restatement for 2023 which require strong board oversight and follow‑through; concentration of insider ownership and ongoing MBO proposal elevate governance risk and scrutiny of independent directors’ process rigor .
Overall implication: Varadhan’s independence and capital markets background are positives for board composition, but heightened governance risk from control issues and transaction dynamics make committee activity (particularly Nominating leadership on board composition and independence standards) a focal point for investor confidence .