Blane Walter
About Blane Walter
Independent director with deep healthcare commercialization experience; age 54 as of March 2025, serving on HSDT’s board since December 2015 and previously served as independent Chairman from August 2020 until at least March 2025. Education: B.S. in marketing and finance, Boston College (1993). Recognized by the Board as an audit committee financial expert. Independence affirmed for proxy nominees other than the CEO and CFO, which includes Walter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| inChord Communications, Inc. | Founder | 1999–2005 | Built global healthcare communications platform; sold to inVentiv Health |
| inVentiv Health | President, Communications division; later Chief Executive Officer | President 2005; CEO 2008–2010 | Led company sale to Thomas H. Lee Partners (2010) |
| inVentiv Group | Vice Chairman | 2011–Aug 2017 | Senior governance role post-buyout |
| Talisman Capital Partners | Partner | 2011–present | Investment and strategic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Talisman Capital Partners | Partner | 2011–present | Private investment firm; no public company boards disclosed for Walter in proxy biography |
Board Governance
- Committee assignments: Audit Committee member; not on Compensation or Nominating and Corporate Governance .
- Chair roles: Not a committee chair; Audit Committee chaired by Paul Buckman; Compensation chaired by Edward Straw; Nominating chaired by Sherrie Perkins .
- Audit expertise: Walter designated an “audit committee financial expert” under SEC rules .
- Independence: Board affirmed independence of all nominees except CEO (Andreeff) and CFO (Mathiesen), which includes Walter .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Governance structure shifts: Board was chaired by independent director Blane Walter (March 2025); by October 2025, Chair was Joseph Chee, who is not independent—reducing independent board leadership .
Fixed Compensation
| Component | Amount | Year | Notes |
|---|---|---|---|
| Fees earned or paid in cash (Walter) | $81,951 | 2024 | Reflects non-employee director policy and role-based retainers (incl. Chair prior to March 2025 period) |
| Option awards (grant-date fair value) | $26,195 | 2024 | Computed under ASC 718; valuation assumptions in 2024 10-K Note 9 |
| Total director compensation (Walter) | $108,146 | 2024 | Sum of cash plus equity fair value |
| Policy: Annual Board cash retainer (standard director) | $35,000 | Policy effective 4/1/2021 | Chairman receives $68,000 cash retainer |
| Policy: Committee chair retainers | Audit $16,000; Comp $10,000; Nominating $7,500 | Policy | Chair-only amounts |
| Policy: Committee member retainers | Audit $8,000; Comp $5,000; Nominating $5,000 | Policy | Non-chair members |
Performance Compensation
| Equity Component | Target Value | Vehicle | Vesting | 2024 Implementation | Grant Fair Value (Walter, 2024) |
|---|---|---|---|---|---|
| Annual equity retainer | ~$50,000 | 70% stock options; 30% RSUs | Both vest 1/12 monthly | In 2024, RSUs were replaced by an equivalent value of additional options plus cash equal to $50,000 minus Black-Scholes option value | $26,195 (options) |
No performance-based metrics (e.g., PSUs tied to TSR/EBITDA) are disclosed for non-employee director equity; awards are time-vested .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed in proxy biography | — | No other public company boards listed for Walter; no disclosed interlocks with HSDT competitors, suppliers, or customers in the proxy sections reviewed . |
Expertise & Qualifications
- Healthcare commercialization and pharma services leadership (founder of inChord; CEO of inVentiv Health; vice chairman of inVentiv Group) .
- Financial oversight expertise; designated audit committee financial expert .
- Capital allocation and investment experience (partner at Talisman Capital Partners) .
- Education: B.S., Boston College (1993) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Shares Outstanding Basis | Options Held | Pledging/Hedging |
|---|---|---|---|---|---|
| Oct 1, 2025 | 2,666 | <1% (“*”) | 40,299,220 shares outstanding | 31,000 options held as of Dec 31, 2024 | No pledging/hedging disclosed in proxy excerpts reviewed |
Beneficial ownership calculated under SEC rules; includes options exercisable within 60 days of the measurement date .
Governance Assessment
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Strengths:
- Independent director with extensive healthcare and finance background; designated audit committee financial expert—supports board oversight of financial reporting and related-party approvals .
- Documented attendance at least 75% and active Audit Committee service; Audit Committee met five times in 2024—indicates engagement .
- Clear related-party transactions policy administered by Audit Committee; director recusal required where interests exist .
-
Alignment and incentives:
- Mix of cash retainers and time-vested equity ($108,146 total comp in 2024; $81,951 cash, $26,195 option grant-date value), with annual equity retainer targeted at ~$50,000—provides ongoing equity exposure .
- 2024 shift to options-plus-cash in lieu of RSUs suggests a structural change in director equity; time-vested awards lack explicit performance metrics, modest alignment compared to PSUs .
-
Risks/RED FLAGS:
- Board leadership shift from independent chair (Walter) to non-independent chair (Joseph Chee) by October 2025 reduces independent oversight and may affect investor confidence in governance .
- Special meeting agenda items involving substantial warrant-related share issuances (including cryptocurrency-related warrants) reflect atypical capital actions; while not tied to Walter specifically, the board’s oversight of such actions warrants scrutiny for shareholder dilution and governance controls .
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No specific related-party transactions involving Walter were disclosed in the reviewed proxy excerpts; independence determinations affirm his status .
Committee Scope Highlights (context for effectiveness)
- Audit Committee responsibilities include auditor engagement, internal control oversight, related-party transaction approvals, complaint procedures, and periodic financial statement reviews; all members deemed independent .
- Compensation Committee oversees compensation strategy, risk impacts, executive/director pay approvals, clawback policy administration, and equity/deferred plans; all members independent .
- Nominating and Corporate Governance Committee manages director selection, independence reviews, committee membership recommendations, board performance assessments, and governance principles; all members independent .
Director Compensation (Detail Table)
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash (Walter) ($) | $81,951 |
| Option awards grant-date fair value ($) | $26,195 |
| Stock awards ($) | — (RSUs replaced by options plus cash in 2024) |
| Total ($) | $108,146 |
| Options held (shares) at 12/31/2024 | 31,000 |
Committee Memberships (2024–2025)
| Committee | Member | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Yes (Walter) | No; chair is Paul Buckman | 5 |
| Compensation | No (Walter) | Chair: Edward Straw | 1 |
| Nominating & Corporate Governance | No (Walter) | Chair: Sherrie Perkins | 1 |
Attendance: All directors attended ≥75% of Board and applicable committee meetings in 2024 .
Related-Party Transactions Oversight
- Policy requires Audit Committee review/approval with director recusal where conflicts exist; evaluations must ensure arm’s-length terms and shareholder best interests .
- Proxy indicates a summary of transactions since Jan 1, 2024; no specific transactions involving Walter are disclosed in the reviewed sections .
Notes on Ownership Tables Across 2025 Filings
- April 25, 2025 proxy shows Walter beneficially owned 2,541 shares with 528,061 shares outstanding; by October 1, 2025, Walter beneficially owned 2,666 shares with 40,299,220 shares outstanding (post corporate changes), both <1% .