Kenneth Van Heel
About Kenneth Van Heel
Independent director at SeaStar Medical Holding Corporation (ICU) since 2021, and previously served on the board from 2011–2015. Age 61. Career spans senior finance, venture investing, and strategic planning roles at Dow Chemical; currently CEO of Motorcity Systems (trucking/transport software). Core credentials: financial analysis, risk management, strategic planning, venture capital, and healthcare/medical device exposure relevant to ICU’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Global Director of Strategic Planning; Director of Alternative Investments and CIO Canadian Pension Plan; Senior Manager Private Equity; Manager Corporate VC; roles in Ventures/Business Development | 1986–2021 (various roles) | Finance, risk, strategic planning experience applicable to audit oversight and capital strategy |
| Gantec, Inc. (biotech for agricultural products) | Director and Advisor | 2012–Apr 2025 | Board advisory; biotech exposure complements ICU’s healthcare focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Motorcity Systems | Chief Executive Officer | Nov 2021–present | Private transportation software company; no disclosed relationship with ICU |
Board Governance
- Independence: Board determined Van Heel is independent under Nasdaq listing standards .
- Committee assignments (2025): Audit Committee member; Nominating & Corporate Governance Committee member. Audit chaired by John Neuman; Nominating & Governance chaired by Rick Barnett .
- Financial oversight: All audit members meet Nasdaq financial literacy; Audit Committee “financial expert” is Neuman (not Van Heel) .
- Board leadership: Independent Chair (Rick Barnett); non-management directors hold regular executive sessions .
- Attendance/engagement: Board held 13 meetings in 2024; each director (except two who departed mid-year) attended at least 75% of aggregate board and committee meetings during their service period (indicates Van Heel met ≥75%) .
- Classification/tenure: Class III director; nominated and recommended for re-election in 2025 to serve until 2028 .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Cash fees (retainer/committee) | $62,000 | Fees accrued; as a result of company cash constraints, none of the 2024 director fees were actually paid during FY2024 . |
| Equity (RSUs, grant-date fair value) | $13,040 | RSUs awarded to non-employee directors; Van Heel’s award vests 100% on June 30, 2025 . |
| Temporary cuts/restoration (2025) | N/A | Board reduced director cash retainers by 20% in June 2025 to lower burn; restored to original levels effective Oct 1, 2025 . |
Performance Compensation
| Award Type | Grant/Vesting | Performance Metrics |
|---|---|---|
| RSUs (non-employee director annual grant) | Vests 100% on June 30, 2025 | No performance metrics disclosed; time-based vesting for directors . |
Equity awards under the 2022 Omnibus Plan are generally subject to any Board-adopted clawback policy; the company adopted an SEC Rule 10D-1-compliant clawback for incentive-based executive pay (directors not specified as covered executives) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No other public company boards disclosed; no interlocks identified with ICU customers/suppliers/competitors . |
Expertise & Qualifications
- Finance and investment oversight: alternative investments, private equity, venture capital; strategic planning and risk management at Dow Chemical .
- Industry exposure: healthcare/medical device oversight experience cited in nomination rationale; biotech advisory (Gantec) .
- Audit/Nom-Gov experience: active service on ICU’s Audit and Nominating & Governance Committees .
Equity Ownership
| Metric | Apr 16, 2025 | Oct 27, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 7,744 (<1%) [includes 40 options exercisable within 60 days] | 46,859 (<1%) [includes 1,459 options; 15 unvested options expected to vest within 60 days] |
| Notes on options | 40 options exercisable within 60 days | Options weighted-average exercise price $24.34; 15 unvested expected to vest within 60 days of Nov 3, 2025 |
Related-Party & Conflicts Review
- Policy: Formal related person transaction policy with Audit Committee oversight; factors include best interest to stockholders and independence impacts .
- Disclosures: Proxy discloses related-party financings and legacy sponsor/credit transactions; no transactions involving Van Heel were identified .
Governance Assessment
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Strengths
- Independent director serving on Audit and Nominating & Governance; board determined independence; audit financial literacy met .
- Relevant capital allocation and risk background from Dow, plus healthcare-adjacent experience (positive for a development-stage medtech) .
- Anti-hedging policy for directors/officers (alignment-friendly); regular executive sessions; independent chair .
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Concerns / RED FLAGS
- Very low direct ownership (<1%); alignment may rely on ongoing equity grants rather than meaningful open-market ownership .
- Liquidity stress indicators: 2024 director cash fees were accrued/not paid; board imposed 20% temporary retainer cuts in 2025 before restoring—signals cash constraints that may affect director incentives and independence optics .
- Company-level listing and capital structure pressures (Nasdaq minimum bid deficiency leading to reverse split proposal) reflect elevated financing risk backdrop for board oversight, though not specific to Van Heel’s conduct .
-
Attendance/Engagement
- Met ≥75% meeting/committee attendance threshold; board met 13 times in 2024 .
-
Policies & Safeguards
- Clawback policy adopted for incentive-based compensation under SEC rules (primarily executives); plan-wide awards subject to clawback policy; prohibition on hedging by directors .
Appendix: Source Details
- Director biography, age, tenure, committees, independence, meetings, executive sessions, nominations: .
- Director compensation (cash/equity; vesting; unpaid fees): .
- Ownership (beneficial holdings, options): .
- Related-party policy and disclosures: .
- Anti-hedging policy: .
- Clawback references: .
- 2025 retainer reduction/restoration: .
- Nasdaq bid deficiency/reverse split context: .