Dave Rosa

About Dave Rosa

Dave Rosa is the independent Chairman of the Board at Healthcare Triangle, Inc. (HCTI), serving since August 2021 and age 59 as of February 24, 2025 . He is President & CEO of NeuroOne Medical Technologies (Nasdaq: NMTC) since 2016, with 25+ years in senior leadership roles across medical devices; he holds an MBA from Duquesne University and a BS in Commerce & Engineering from Drexel University . HCTI’s Board has determined Rosa is independent under Nasdaq Rule 5605(b)(1) .

Past Roles

External Roles

Board Governance

• Independence: HCTI Board determined Rosa is independent; majority of the Board is independent under Nasdaq rules .
• Committee memberships and chair roles (FY 2024 structure):
  • Audit Committee: Member (Chair: Ronald McClurg; all independent; McClurg designated “audit committee financial expert”) .
  • Compensation Committee: Chair (members independent) .
  • Nominating & Corporate Governance Committee: Not a member (Chair: Jainal Bhuiyan) .
• Board leadership: Rosa serves as Board Chair, with periodic review of leadership structure and distributed risk oversight via committees .
• Meetings and attendance (FY 2024): Audit met 4x; Compensation 1x; Nominating 1x; each director attended at least 75% of meetings of committees on which they served .

• Audit Committee responsibilities include oversight of financial reporting, auditor independence/rotation, pre-approval of services, procedures for complaints, and review/approval of related-party transactions .

Fixed Compensation

• No specific director retainer, meeting fees, or chair fees for non-employee directors were disclosed in the 2025 or 2023 proxy statements reviewed (the 2024 Annual Meeting proxy focuses on director elections, governance, and an equity plan amendment; detailed director pay schedules are not included) .

Performance Compensation

• HCTI’s 2020 Stock Incentive Plan authorizes stock options to employees, directors, and consultants; the Board sought a Plan Amendment to allow automatic annual increases to the share reserve beginning fiscal 2024 (least of 4,000,000 shares; 20% of total outstanding common; or Administrator-determined) .
• As of February 24, 2025: 846,144 shares remained available under the Plan; outstanding options had a weighted average exercise price of $2.20 and weighted average term to expiration of 1.25 years; during FY 2024, options to purchase 20,000 shares were granted (recipient(s) not specified) .

Other Directorships & Interlocks

• Interlocks observed:
  • NeuroOne (NMTC): Rosa is CEO; HCTI director Ronald McClurg is NMTC CFO . This creates an external executive interlock.
  • Biotricity (BTCY): Rosa is compensation chair; McClurg is a Biotricity director and audit committee chair .
• Governance mitigation: HCTI’s Audit Committee (including Rosa as a member) is responsible for reviewing and approving related-party transactions; all audit committee members are independent .

Expertise & Qualifications

• Capital markets and operating leadership as public company CEO (NMTC) and chair roles at other boards .
• Formal business training (MBA; BS in Commerce & Engineering) .
• Governance experience: Compensation Chair at HCTI and Biotricity; Audit Committee member at HCTI .

Equity Ownership

• Beneficial ownership (latest filings reviewed) shows Rosa with no reported common or preferred stock holdings and less than 1% ownership.

Policy notes relevant to alignment:

• Insider trading policy prohibits short sales and requires prior approval for pledging or margin transactions involving company securities; hedging transactions require approval, aiming to prevent misalignment and compliance risk .

Governance Assessment

• Positives

  • Independent Chairman with deep operating and capital markets experience; majority-independent board, independent audit/comp committees, and formal charters .
  • Audit Committee oversight explicitly covers related-party transactions—important given observed external interlocks .
  • Attendance threshold met (≥75%) and committee activity documented; audit met 4x in FY 2024 .

• Watch items / potential RED FLAGS

  • External interlocks with NeuroOne (CEO/CFO overlap) and Biotricity (comp/audit chairs), which can pose conflict and time-commitment risks; investors should monitor any transactions or shared vendors/consultants involving HCTI, NMTC, BTCY .
  • Low ownership alignment: Rosa reported no HCTI share ownership in the reviewed filings (zero beneficial holdings), which may be viewed as limited “skin-in-the-game” absent director equity grants or guidelines .
  • Limited visibility into director compensation structure (cash retainer, equity mix, performance metrics) in proxies; absence of disclosure reduces transparency on pay-for-performance alignment .
  • Compensation and Nominating committees met only once in FY 2024; for a company navigating capital raises and governance evolution, more frequent meetings could signal stronger oversight .

Overall implication: Rosa’s independence, chairmanship, and audit/comp committee roles support governance credibility, but external interlocks and low disclosed ownership warrant heightened monitoring for related-party exposure and stronger alignment mechanisms. The audit committee’s explicit responsibility for related-party transaction review is a mitigating factor, but investors should scrutinize future proxies and 8-Ks for any transactions or changes in director compensation and equity grants .