Timothy Hayes
About Timothy Hayes
Timothy Hayes (age 76) is an independent director of Health In Tech, Inc. (HIT) since December 2024. He holds a B.S. in Accounting from California State University, Sacramento (1982), was a California CPA until retirement in 2014, and brings deep tax and audit expertise from Deloitte & Touche where he served as a senior tax manager (1989–2008) . The board determined he is independent under Nasdaq and SEC rules; he serves as Audit Committee Chair and is designated an “audit committee financial expert” under Item 407 of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche | Senior Tax Manager | 1989–2008 | Led tax planning, audit representation; extensive financial accounting and audit experience |
| California Franchise Tax Board | Tax Auditor | 1986–1989 | Conducted corporate and individual tax audits (state franchise and income) |
| California State Board of Equalization | Sales Tax Auditor | 1985–1986 | Performed California Sales Tax audits of businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Taxpayers Association | Board Member | 1994–2006 | Advocacy in state tax policy; governance experience (no public company boards disclosed in last five years) |
Board Governance
- Board composition: six members; independence determined for all except CEO Tim Johnson and CFO Julia Qian; Hayes is independent .
- Committees and roles: Audit Committee member and Chair (Hayes); Compensation Committee member; Nominating & Corporate Governance Committee member. Audit committee independence affirmed, and Hayes qualifies as an audit committee financial expert .
- Audit Committee charter responsibilities include oversight of financial statements, auditor independence, internal controls, related‑party transaction pre‑approval, and legal/regulatory compliance .
- Board meeting attendance: No board meetings held in 2024 due to IPO timing (Dec 24, 2024); 2025 attendance rates not yet disclosed .
- Election outcome: Re‑elected Oct 3, 2025 with 148,025,015 votes “For,” 21,453 “Abstain,” and 1,873,265 broker non‑votes; quorum represented ~99.33% of outstanding voting power .
Director Election (2025)
| Nominee | For | Abstain | Broker Non‑Vote |
|---|---|---|---|
| Timothy Hayes | 148,025,015 | 21,453 | 1,873,265 |
- Governance policies:
- Insider trading policy prohibits margining, short sales, and derivatives; extends to >10% holders; Rule 10b5‑1 plans permitted with constraints .
- Clawback policy adopted for incentive compensation of executive officers and designated employees; recovery of excess incentive pay based on restatement; director‑specific clawback not specified .
- Indemnification agreements executed with directors (Dec 2024) per Nevada law; D&O insurance authorized .
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Annual Board Retainer (Cash) | $40,000 | Paid quarterly | Non‑employee directors |
| Annual Board Retainer (Restricted Stock) | $80,000 | Granted at annual meeting; vests after one year | Prorated for new directors |
| Audit Committee Chair Fee | $20,000 | Paid quarterly | Hayes as Chair |
| Compensation Committee Chair Fee | $10,000 | Paid quarterly | Not applicable to Hayes (member) |
| Nominating & Governance Chair Fee | $10,000 | Paid quarterly | Not applicable to Hayes (member) |
No director compensation was paid for FY2024 due to the December 2024 IPO; policy applies prospectively (2025 onward) .
Performance Compensation
| Award Type | Performance Metric(s) | Target/Design | Vesting/Trigger | Notes |
|---|---|---|---|---|
| Director Restricted Stock | None (time‑based service) | Not performance‑linked | Vests after one year of board service | Equity grants at annual meeting; prorated for new directors |
| Plan‑level Performance Awards (RSUs/PSUs/SARs) | Available under 2024 Plan | Committee discretion | Per award agreement; can accelerate on change in control | No director‑specific performance metrics disclosed |
Other Directorships & Interlocks
- No other public company directorships for Hayes disclosed in the prior five years; biographical section lists public boards when applicable (none for Hayes) .
- Compensation Committee interlocks: none; committee members not employees; no cross‑board executive overlaps disclosed .
Expertise & Qualifications
- Financial/accounting and audit expertise; former CPA (California) through 2014; designated audit committee financial expert .
- Tax policy experience via California Taxpayers Association board tenure .
- Education: B.S. Accounting (California State University, Sacramento, 1982) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power |
|---|---|---|---|---|---|
| Timothy Hayes | 128,474 (includes restricted stock) | <1% | — | — | <1% |
Director stock ownership guidelines not disclosed; Section 16 compliance reported timely for insiders, with one late Form 3 for a different individual; no pledging or hedging permitted by policy .
Governance Assessment
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Strengths:
- Independent director with deep audit/tax experience; Audit Committee Chair and designated financial expert—a meaningful positive for financial reporting oversight in a newly public company .
- Clear director pay mix with significant equity ($80k RS) fostering alignment; committee chair fee structure compensates added oversight duties .
- Robust governance scaffolding: insider trading prohibitions (hedging/margin), clawback for incentive pay, codified committee charters, indemnification in line with Nevada law .
-
Considerations / potential investor signals:
- Dual‑class structure centralizes voting power; executives hold all Class B (10 votes/share), with directors and officers as a group controlling 100% of Class B—this reduces minority influence on governance matters despite strong director election margins .
- Equity plan amendments increase potential dilution and authorize Class B awards to executive officers only; although not directly applicable to directors, it signals heightened entrenchment risk via voting rights concentration .
- 2024 attendance data unavailable due to IPO timing; monitoring 2025 meeting cadence and committee activity will be important to evaluate engagement .
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Related‑party and conflicts:
- No related‑party transactions attributed to Hayes; audit committee pre‑approves related party transactions; disclosures primarily refer to historical arrangements tied to the CEO (Roscommon) .
Overall, Hayes’ profile strengthens audit rigor and board independence, with tangible ownership and committee leadership supporting investor confidence; governance risks stem from the company’s dual‑class voting concentration and potential dilution from equity plan amendments rather than from Hayes’ activities .