Ronald McClurg
Healthcare TriangleAbout Ronald McClurg
Independent director; age 64 as of February 24, 2025. Appointed to HCTI’s Board on January 25, 2023 and currently serves as Audit Committee Chair and “audit committee financial expert.” Background includes 30+ years in finance leadership; CFO of NeuroOne Medical Technologies (Nasdaq: NMTC) since January 2021; prior CFO roles at Incisive Surgical, Wavecrest, Video Sentry, Insignia Systems (Nasdaq: ISIG), and Orthomet; BBA in accounting from University of Wisconsin—Eau Claire .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuroOne Medical Technologies (NMTC) | Chief Financial Officer | Jan 2021–present | CFO of a Nasdaq-listed medtech company . |
| Incisive Surgical, Inc. | VP—Finance & Administration; Chief Financial Officer | Oct 2003–Jun 2019 | Finance leadership for private med device manufacturer . |
| Wavecrest Corporation | Chief Financial Officer & Treasurer | Pre-2003 | Finance lead, electronic test instruments . |
| Video Sentry Corporation; Insignia Systems, Inc. (ISIG); Orthomet, Inc. | Chief Financial Officer (various) | Pre-2003 | Multiple public company CFO roles . |
External Roles
| Organization | Role | Tenure | Notable Committees/Impact |
|---|---|---|---|
| Biotricity, Inc. (Nasdaq: BTCY) | Director; Audit Committee Chair | Current | Chairs audit; governance/financial oversight . |
| Biomagnetic Sciences, LLC | Board of Governors | Current | Governance for private company . |
| NeuroOne Medical Technologies (NMTC) | Chief Financial Officer | Jan 2021–present | Key finance executive; public markets experience . |
Board Governance
- Independence: Board determined McClurg is independent under Nasdaq Rule 5605(b)(1). Majority of HCTI’s Board is independent .
- Committees and roles:
- Audit Committee: Chair; designated “audit committee financial expert”; members: McClurg, Jainal Bhuiyan, Dave Rosa .
- Compensation Committee: Member; Chair is Dave Rosa .
- Nominating & Corporate Governance Committee: Member; Chair is Jainal Bhuiyan .
- Attendance and engagement:
- Board held 4 regular meetings in 2024; each director attended ≥75% of Board meetings .
- Audit met 4x; Compensation 1x; Nominating 1x in 2024; each director attended ≥75% of their committee meetings .
- Board leadership: Independent Chair of the Board (Dave Rosa); Board emphasizes risk oversight through committees and CFO/auditor interactions .
Fixed Compensation
| Year | Cash Retainer (USD) | Committee Chair/Membership Cash (USD) | Total Cash (USD) |
|---|---|---|---|
| 2024 | $50,000 | Included in cash (Audit Chair) per schedule | $50,000 |
| Appointment Terms (effective Jan 25, 2023) | Amount/Terms |
|---|---|
| Annual cash stipend | $40,000 (non-employee director) |
| Audit Committee Chair fee | $10,000 (McClurg) |
HCTI is an “emerging growth company” and uses reduced executive comp disclosures; say-on-pay advisory vote not required .
Performance Compensation
| Component | Grant detail | Number of securities | Strike price | Expiration/Term | Grant-date fair value (USD) |
|---|---|---|---|---|---|
| Stock options (2024 reported) | Director option awards | Not disclosed (aggregate only) | Not disclosed for 2024 | Not disclosed for 2024 | $1,923 |
| Appointment letter (annual option grant) | Options to acquire common shares annually | 50,000 per year (McClurg) | $0.26 per share | Earlier of Jan 25, 2028 or 18 months after cessation | Not disclosed |
- Equity plan administration under 2020 Stock Incentive Plan; Board proposed automatic annual share increases to the Plan; 846,144 shares available and options outstanding as of Feb 24, 2025 (weighted average exercise price $2.20; WAT 1.25 years) .
- Performance metrics tied to director compensation: Not disclosed.
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Potential governance implication |
|---|---|---|---|
| NeuroOne Medical Technologies (NMTC) | CFO (McClurg) | Dave Rosa (HCTI Chair) is President & CEO of NMTC | Shared senior roles may create information flow; Audit Committee oversight mitigates related-party risks . |
| Biotricity, Inc. (BTCY) | Director; Audit Chair (McClurg) | Dave Rosa is director and Compensation Chair at Biotricity | Dual governance roles suggest network ties; monitor conflicts if transactions arise . |
Expertise & Qualifications
- 30+ years in finance leadership across public and private companies; extensive CFO experience .
- Designated “audit committee financial expert” by HCTI’s Board .
- BBA in accounting, University of Wisconsin—Eau Claire .
- Independence affirmed by Board under Nasdaq rules .
Equity Ownership
| Record date | Common shares beneficially owned | Series A Super Voting Preferred | % of common | % of voting stock |
|---|---|---|---|---|
| Feb 24, 2025 (10-K) | — (none reported) | — (none reported) | <1% (*) | <1% (*) |
| Nov 12, 2025 (DEF 14A for Special Meeting) | — (none reported) | — (none reported) | <1% (*) | <1% (*) |
- Pledging/hedging: Insider trading policy prohibits short sales and derivatives; pledging requires prior approval; company notes no arrangements (including pledges) that could result in change in control .
Governance Assessment
- Board effectiveness: McClurg strengthens audit oversight as Chair and “financial expert,” with ≥75% meeting attendance and independent status; committee charters and risk oversight processes are in place .
- Ownership alignment: No reported HCTI share ownership for McClurg as of 2025 records; modest option value in 2024 ($1,923) suggests limited direct equity exposure; consider whether director stock ownership guidelines exist (not disclosed) .
- Compensation: Cash-heavy director compensation in 2024 ($50,000) aligned with committee responsibilities; appointment letter sets clear chair and option terms; no performance-based metrics disclosed for directors .
- Related-party exposure: Material related-party relationships exist at company level with SecureKloud (services, sublease, ownership); Audit Committee (chaired by McClurg) is charged with reviewing and approving related-party transactions—critical mitigation .
- Interlocks: Dual roles with NMTC and Biotricity overlap with HCTI Chair Dave Rosa’s positions—monitor for potential conflicts if business dealings arise among these entities; Board asserts independence and audit controls .
RED FLAGS
- Concentrated voting control: 6,000 Series A Super Voting Preferred shares held by Suresh Venkatachari carry 1,000 votes per share (42.51% of voting stock), potentially limiting minority shareholder influence and elevating governance risk environment for directors .
- Limited director share ownership: McClurg reports no beneficial HCTI share ownership, reducing economic alignment with public shareholders .
- Interlocks: Concurrent NMTC and Biotricity roles with overlap to HCTI Chair could create perceived conflicts; rely on independent audit committee review of any related-party matters .
Policy safeguards: Explicit prohibition on short-term trading/short sales and pre-approval requirement for pledging, plus Audit Committee responsibility for related-party approvals and risk oversight .