Stanley Trotman Jr.
About Stanley S. Trotman, Jr.
Independent Class I Director of FORA since March 2021; age 81. President of Jupiter Private Equity LLC since 2004; previously Managing Director, Health Care Group at PaineWebber (1995–2000), retiring from UBS after its acquisition of PaineWebber in 2000/2001. Recognized audit committee financial expert; currently chairs the Compensation Committee and serves on the Audit Committee. Prior public company directorship experience includes WebMD, contributing healthcare investment banking expertise and board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jupiter Private Equity LLC | President | 2004–Present | Private investment firm leadership (healthcare focus) |
| PaineWebber Incorporated | Managing Director, Health Care Group | 1995–2000 | Senior investment banking role in healthcare; firm acquired by UBS in 2000 |
| UBS Financial Services, Inc. | Retired executive | 2001 (retirement following 2000 acquisition) | Transition post-acquisition of PaineWebber by UBS |
| WebMD, Inc. | Director (prior public company) | Not disclosed | Adds public-company board experience relevant to healthcare |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Jupiter Private Equity LLC | President | Private investment firm; Mr. Trotman has led since 2004 |
Board Governance
- Independence: Determined independent under Nasdaq rules; also independent for Audit and Compensation Committee membership under SEC/Nasdaq standards.
- Committee assignments:
- Compensation Committee: Chair (members: Adler, Banwell, Trotman). Met once in FY 2024.
- Audit Committee: Member (chair: Banwell; members: Banwell, Trotman, Vuori). Met four times in FY 2024.
- Audit Committee Financial Expert: Board determined Trotman qualifies.
- Attendance: Board met seven times in FY 2024; each director attended at least 75% of Board and applicable committee meetings.
| Committee | Role | FY 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Compensation | Chair | 1 | Independent; non‑employee director (Rule 16b‑3) |
| Audit | Member | 4 | Independent; “audit committee financial expert” |
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | — | FORA paid only equity compensation to non‑employee directors in 2024; no cash retainers/fees disclosed |
| Committee chair/member fees | — | Not disclosed; director compensation presented solely as equity option awards |
| Meeting fees | — | Not disclosed; overall director compensation showed only equity |
Performance Compensation
| Year | Instrument | Number of Options | Exercise Price | Grant Date Fair Value |
|---|---|---|---|---|
| 2024 | Non‑employee director stock option | 15,000 | $3.14 | $34,455 |
| 2023 | Non‑employee director stock option | 15,000 | $3.14 | $33,416 |
- Vesting and performance metrics: Specific vesting schedule and any performance conditions for director option grants are not disclosed; director pay is solely equity options (no PSUs/TSR metrics described).
Other Directorships & Interlocks
| Company | Role | Status/Notes |
|---|---|---|
| WebMD, Inc. | Director | Prior public company directorship; enhances healthcare data/tech governance perspective |
Expertise & Qualifications
- Healthcare investment banking credentials (MD of PaineWebber’s Health Care Group; retirement from UBS post‑acquisition), plus leadership of a private equity firm focused on healthcare.
- Public-company board experience (WebMD), relevant to healthcare analytics and information businesses.
- Designated audit committee financial expert, bringing financial sophistication to oversight of reporting and controls.
Equity Ownership
| Date (Record) | Shares Held | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| April 25, 2025 | 151,250 | 37,500 | 188,750 | <1% (based on 31,202,313 shares) |
| April 26, 2024 | — | — | 172,500 | <1% (based on 31,139,797 shares) |
- Pledging/Hedging: No disclosure of shares pledged as collateral or hedging arrangements for directors.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
- Board effectiveness: Trotman is active on critical committees (Audit and Compensation), with Audit meetings held 4x and Compensation 1x in FY 2024; he is also designated an audit committee financial expert, strengthening financial oversight. Attendance met company’s threshold (≥75%) across Board/committees.
- Independence and conflicts: Affirmed independent; no related‑party transactions disclosed involving Trotman. Related‑party items disclosed pertain to other directors/executives (e.g., Veritas Data Research linked to Kassam‑Adams; prior vendor consulting related to Dublin), not Trotman.
- Compensation alignment: Non‑employee directors receive equity only (no cash retainers/fees), with modest option value year‑over‑year ($34,455 in 2024 vs. $33,416 in 2023), indicating equity‑based alignment without guaranteed cash.
- Ownership: Beneficial ownership is <1%; while skin‑in‑the‑game is limited in percentage terms, holdings include exercisable options, consistent with equity‑only director comp. No pledging red flags disclosed.
- RED FLAGS: None disclosed specific to Trotman (no legal proceedings, no related‑party transactions, no attendance shortfall reported).
Overall signal: Independent, financially sophisticated director with healthcare investment banking and board experience; chairs Compensation Committee and serves on Audit, supporting governance oversight with equity‑only pay and no disclosed conflicts.