Ruth Fattori
About Ruth Fattori
Independent director at Hyperfine, Inc. (HYPR); age 73; on the board since December 2021 (served on Legacy Hyperfine’s board since August 2021). Background includes senior human capital leadership roles (PepsiCo EVP & CHRO; MetLife EVP & CAO; Motorola EVP & CHRO), Senior Advisor at Boston Consulting Group, and independent consultant since January 2019. Education: B.S. in Mechanical Engineering from Cornell University. Current external public board: Quantum‑Si Incorporated; also a director at identifeye HEALTH Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Executive Vice President & Chief Human Resources Officer | Feb 2013 – Dec 2018 | Enterprise HR leadership; organizational transformation |
| MetLife | Executive Vice President & Chief Administrative Officer | 2008 – 2009 | Corporate administration oversight |
| Motorola | Executive Vice President & Chief Human Resources Officer | Not disclosed | Global HR leadership |
| Boston Consulting Group | Senior Advisor (CEO Advisory; People & Organization Practice) | Not disclosed | Advisory on CEO/organization topics |
| Independent consultant | Independent Consultant | Jan 2019 – Present | Human capital advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum‑Si Incorporated (Nasdaq: QSI) | Director | Current | 4Catalyzer‑affiliated network founded by HYPR founder Jonathan Rothberg |
| identifeye HEALTH Inc. | Director | Current | 4Catalyzer‑affiliated network |
Board Governance
- Independence: Board determined Ruth Fattori is “independent” under SEC and Nasdaq rules (one of three independent directors) .
- Committee assignments: Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee member .
- Attendance: In FY2024, no director attended fewer than 75% of board and applicable committee meetings; board held 6 meetings; committees met 12 times .
- Board structure: Separate Chair (R. Scott Huennekens) and CEO roles; HYPR is a “controlled company” under Nasdaq due to Rothberg’s voting control, exempting HYPR from certain governance requirements (majority‑independent board; fully independent comp/nom committees) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Non‑employee director retainer per policy (amended Apr 1, 2024) |
| Committee fees – Compensation Chair | $15,000 | Chair retainer |
| Committee fees – Audit Member | $10,000 | Member retainer |
| Committee fees – Nominating Member | $5,000 | Member retainer |
| Total cash fees paid (reported) | $80,000 | Matches retainer + committee fees |
| Option awards (grant‑date fair value) | $68,904 | Annual grant computed per ASC 718 |
| Total reported director compensation | $148,904 | Sum of cash and option awards |
Director Compensation Policy (key terms):
- Annual non‑employee director retainer: $50,000; Chair of Board: +$40,000 .
- Committee retainers: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 .
- Annual equity: Non‑qualified stock option to purchase 79,200 shares granted on first business day after each annual meeting (beginning 2024); 10‑year term; vests over the period until the next annual meeting, conditioned on continued service .
- FY2024 director option grants: 79,200 shares at $0.87 per share (June 12, 2024) for each non‑employee director .
Performance Compensation
| Equity Award | Grant Date | Type | Shares/Units | Strike | Vesting/Performance |
|---|---|---|---|---|---|
| Annual Director Option | Jun 12, 2024 | Stock option | 79,200 | $0.87 | Vests over the period from annual meeting to next annual meeting (time‑based) |
- No director performance‑based metrics (e.g., revenue, EBITDA, TSR) tied to director compensation were disclosed; director equity awards vest on time‑based schedules aligned to annual meeting cadence .
Other Directorships & Interlocks
| Entity | Overlap/Relationship | Potential Interlock Risk |
|---|---|---|
| Quantum‑Si Incorporated | Director alongside HYPR founder’s 4Catalyzer network; Rothberg chairs QSI | Information flow and influence across 4Catalyzer companies |
| identifeye HEALTH Inc. | Director; 4Catalyzer network company | Similar network interlock |
| HYPR controlled company status | Rothberg controls 100% of Class B (20 votes/share), majority voting power | Governance exemptions; reduced minority shareholder protections |
- Related‑party arrangements at HYPR include 4Catalyzer subleases and a Master Services Agreement for shared services; Technology & Services Exchange Agreements (TSEAs) permit sharing of non‑core tech and personnel among Rothberg‑controlled companies; Audit Committee reviews related‑party transactions and applies fairness standards .
Expertise & Qualifications
- Human capital and compensation expertise: Former CHRO at PepsiCo and Motorola; CAO at MetLife; Senior Advisor at BCG’s CEO Advisory and People & Organization Practice; aligns with chairing Compensation Committee .
- Technical education: B.S. Mechanical Engineering (Cornell University) .
- Board experience: Public company governance at Quantum‑Si; network familiarity with 4Catalyzer companies .
Equity Ownership
| Ownership Detail (as of Mar 31, 2025) | Amount | Notes |
|---|---|---|
| Class A shares owned | 20,477 | Direct holdings |
| Options exercisable within 60 days | 339,845 | Included for beneficial ownership calculation per SEC rules |
| Total beneficial ownership (shares + options) | 360,322 | “Less than 1%” of Class A outstanding |
| Ownership as % of outstanding | <1% | Based on 62,784,562 Class A and 15,055,288 Class B outstanding |
| Total stock options held at FY2024 year‑end | 461,545 | Aggregate options at Dec 31, 2024 (exercisable + unexercisable) |
Policy on Hedging/Pledging:
- Insider Trading Policy generally prohibits employees and directors from short‑term trading, hedging (e.g., collars/straddles), and borrowing or other arrangements involving non‑recourse pledges of company securities; pre‑clearance required for director trades .
Governance Assessment
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Positives:
- Independent status; strong attendance (≥75% in FY2024); chairs Compensation Committee and sits on Audit and Nominating, enhancing board effectiveness and oversight breadth .
- Compensation Committee uses independent consultants (Compensia, Aon); independence assessed with no conflicts found .
- Clear director pay structure with modest cash retainers and standardized annual options; pay appears reasonable for a small‑cap medtech .
-
Risks/Red Flags:
- Controlled company status under Nasdaq due to Rothberg’s voting control—reduced governance protections for minority shareholders; potential influence over nominations and compensation despite committees .
- Interlocks within Rothberg’s 4Catalyzer network (e.g., Quantum‑Si, identifeye HEALTH) alongside related‑party arrangements (subleases, shared services, TSEAs). While Audit Committee reviews these, they represent ongoing conflict‑of‑interest exposure requiring robust oversight .
-
Alignment:
- Beneficial ownership is modest (<1%), but annual option awards and prohibitions on hedging/pledging support alignment; no director stock ownership guidelines disclosed .
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Additional notes:
- Indemnification agreements in place for directors; D&O insurance coverage maintained .
- Board has separate Chair and CEO, promoting oversight; independent directors engaged in committee leadership .