Bernadette Vincent
About Bernadette Vincent
Independent director at SeaStar Medical Holding Corporation (ICU). Elected to the Board on June 4, 2024; currently a Class II director with term expiring at the 2027 annual meeting. Age 66. Background includes senior operating leadership across dialysis and physician services and CEO role at a behavioral health startup, with advanced leadership programs at Harvard Business School and INSEAD. The Board has affirmatively determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Satellite Healthcare, Inc. | President & COO | 2021–2023 | Led national kidney care operations; oversight of treatment, research, and clinical trials. |
| Satellite Healthcare, Inc. | Chief Operating Officer | 2020–2021 | Operational leadership across modalities. |
| Satellite Healthcare, Inc. | Chief Field Operations Officer | 2018–2020 | Field operations oversight. |
| Mednax, Inc. | Chief Operating Officer (various divisions) | 2015–2017 | Multi-specialty physician and health system services operations. |
| Fresenius Medical Care North America | Group Vice President | 2008–2014 | Oversaw Acute, Chronic and Home Dialysis operations in Southeast U.S.; clinical trials oversight. |
| Fresenius Medical Care North America | Vice President of Operations | 2006–2008 | Operations leadership; selected for advanced leadership programs at HBS and INSEAD. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WC Operations, LLC (d.b.a. Winners Circle Group) | Chief Executive Officer; Director | 2024–present | Start-up behavioral health organization serving foster children and adolescents. |
Board Governance
- Board class/tenure: Class II director; term to expire at 2027 annual meeting. Elected June 4, 2024.
- Independence: Board determined Ms. Vincent is independent; all committee members are independent.
- Committee assignments: Member, Compensation Committee (Chair: Jennifer Baird).
- Attendance: In 2024, each director other than two departing directors attended at least 75% of Board and committee meetings; expectation to attend all meetings reiterated.
- Board leadership changes: On July 16, 2025, Jennifer A. Baird appointed Chair of the Board and Chair of Nominating & Corporate Governance; Rick Barnett resigned from those roles for personal reasons.
- Executive sessions and governance practices: Independent directors meet in executive session; communications to independent directors facilitated via Corporate Secretary.
Fixed Compensation (Non-Employee Director)
| Year | Fees Earned or Paid in Cash ($) | Equity Type | Equity Grant Date Fair Value ($) | Options ($) | Total ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 23,000 | RSUs | 26,080 | — | 49,080 | Company disclosed none of the director fees were paid during FY2024 due to cash constraints. |
Plan limit: Non-employee director total annual compensation (cash + equity grant-date fair value) capped at $500,000.
Performance Compensation
| Award Type | Grant/Service Terms | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs (2024 annual grant) | Non-employee director equity | Vests in three equal annual installments beginning June 30, 2025; final installment June 30, 2027 | No performance metrics disclosed for director RSUs (time-based vesting). |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography. |
| Private/other boards | WC Operations, LLC (board member). |
| Noted interlocks with ICU competitors/suppliers/customers | None disclosed. |
Expertise & Qualifications
- Healthcare operations leader across dialysis and physician services; oversight of clinical trials in end-stage kidney disease populations.
- CEO experience in behavioral health; broad exposure to regulated care environments and multi-site operations.
- Advanced leadership development at Harvard Business School and INSEAD.
- Service on Compensation Committee aligns with operating and human capital experience.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| April 16, 2025 | — | <1% | Shows no beneficial ownership; RSUs may be unvested. Outstanding shares: 9,803,074. |
| October 28, 2025 | 2,667 | <1% | Reflects increase from earlier period; outstanding shares: 34,825,417. |
- Anti-hedging policy: Hedging transactions by directors are prohibited.
- Pledging: No pledging of ICU shares by Ms. Vincent is disclosed in beneficial ownership tables/footnotes.
Insider Trades and Section 16(a) Compliance
| Filing/Reported Date | Form | Transaction Date | Notes |
|---|---|---|---|
| December 3, 2024 (filed) | Form 4 | November 13, 2024 | Company noted a late Form 4 filing reporting one transaction; details not provided in proxy. |
Governance Assessment
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Strengths
- Independent director with deep healthcare operations background; serves on Compensation Committee, providing relevant oversight on human capital and incentive design.
- Attendance threshold met for 2024 (≥75% for all continuing directors); independent director executive sessions in place.
- Anti-hedging policy reduces misalignment risk.
-
Alignment and Risk Signals
- Low direct ownership: 0 shares as of April 16, 2025, increasing to 2,667 by October 28, 2025; still <1%—modest “skin in the game” relative to traditional ownership alignment expectations.
- Section 16(a) late filing noted (Form 4 filed Dec 3, 2024) — administrative weakness; monitor future timeliness.
- Liquidity constraints: Company disclosed non-payment of 2024 director fees during the fiscal year, paying none in-year—indicative of cash pressure and potential governance optics risk.
-
Board dynamics
- Mid-2025 leadership changes (Chair transition to independent director Jennifer Baird) maintain independent board leadership and could strengthen oversight continuity after resignation of prior chair for personal reasons.
RED FLAGS to monitor: continued low ownership, any additional late Section 16 filings, and whether cash constraints persist in director fee payments.