Rick Barnett
About Rick Barnett
Rick Barnett, 65, is an independent Class I director of SeaStar Medical Holding Corporation (ICU), serving since 2021; he is the independent Chairman of the Board and presides over executive sessions of non-management directors . His background spans CEO and board leadership roles in kidney care and hospital operations, with expertise in strategic planning, finance, quality, risk/compliance, and governance/compensation, and he holds NACD Directorship Certification (2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Satellite Healthcare, Inc. | President, CEO, and Board Member | 2014 – Feb 2021 | Chair, Strategic Planning; Member: Finance, Quality, Risk/Compliance, Governance/Compensation |
| VHA, Inc. (healthcare purchasing cooperative) | Senior Vice President | 2009 – 2014 | Senior operating leadership for purchasing/cooperative strategy |
| North State Surgery Centers, LLC | General Partner & Board Member | 2006 – 2008 | Board leadership for ambulatory surgery clinics |
| Hospital Council of Northern California — Northern Sierra Section | Chair, Board of Directors | 2005 – 2009 | Trade association leadership for hospitals/health systems |
| West Coast Sourcing Solutions | Chair, Board of Directors | 2011 – 2014 | Product procurement oversight |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| CutisCare, Inc. | Director | Since 2021 | Strategy and Audit Committees |
| Nephrosant | Director | Joined in the last year (as of May 2025) | Board oversight (kidney-focused diagnostics) |
| Laugh M.D. | Director | Joined in the last year (as of May 2025) | Board oversight |
| National Kidney Foundation — Northern CA, Pacific NW & NV Region | Board Member (prior Chair) | Since 2018 | Nominating, Strategic Partnerships, Membership Committees |
Board Governance
- Board leadership: Independent Chairman; presides over executive sessions of non-management directors (enhances independent oversight) .
- Independence: Determined independent under Nasdaq rules; ICU’s independent majority includes Barnett .
- Board structure: Classified board; Barnett is Class I (term expiring at the 2026 annual meeting) .
- Attendance: In 2024, the Board held 13 meetings; all directors except two departed members attended ≥75% of Board and committee meetings (implies Barnett met the threshold) .
- Committees (current assignments): See table below .
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Rick Barnett | — | Member | Chair |
Governance policies:
- Anti-hedging policy for all directors and employees (prohibits hedging and similar transactions) .
- Clawback policy adopted Dec 1, 2023 (SEC/Nasdaq-compliant; focused on incentive-based compensation recovery after restatements) .
- Related person transaction policy with Audit Committee oversight and approval framework .
Fixed Compensation (Director)
| Year | Cash Fees | Equity (RSUs, Grant-Date FV) | Total | Notes |
|---|---|---|---|---|
| 2024 | $103,000 | $13,040 (RSUs) | $116,040 | RSUs vest 100% on June 30, 2025; 2024 cash fees were earned but not paid during 2024 due to cash constraints . |
Additional program features:
- Non-employee director annual grant limits: total grant date fair value of awards plus cash retainer capped at $500,000 per director per year .
Performance Compensation (Director Equity)
| Grant Type | Grant Date (FY 2024) | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs | 2024 (non-employee director grant) | 100% vests on June 30, 2025 | None disclosed for director equity (time-based) |
Plan safeguards and alignment:
- Equity plan prohibits option/SAR repricing without shareholder approval (no direct price reductions or cancel/regrant at lower strike) .
- Broad performance metric menu exists for employee awards, but director RSUs are time-based; no director-specific performance metrics disclosed .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Barnett .
- Private/company/nonprofit boards: CutisCare (Strategy, Audit), Nephrosant, Laugh M.D., National Kidney Foundation (regional board; prior Chair) .
- Interlocks/conflicts with ICU competitors/suppliers/customers: No interlocks or related-party dealings involving Barnett are identified in the related person transactions section (transactions disclosed relate to financing arrangements, not director-specific) .
Expertise & Qualifications
- Domain expertise: Hospital operations, dialysis/kidney care, risk and compliance, strategic planning, and governance/compensation oversight (Satellite Healthcare leadership and committee roles) .
- Governance credentials: NACD Directorship Certified (2021) .
Equity Ownership
| Reference Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Feb 11, 2025 | 4,947 | <1% | Includes 1,479 options exercisable within 60 days . |
| Apr 16, 2025 | 4,927 (listed as “Rick Barnet”) | <1% | No footnote indicating options within 60 days; count reflects table as of date . |
Policy alignment:
- Anti-hedging policy in force; no disclosure of any share pledging by Barnett .
Governance Assessment
Positives for investor confidence:
- Independent Chairman with committee leadership (Chair, Nominating & Corporate Governance) and Compensation Committee membership, supporting strong independent oversight .
- Independent status confirmed; majority-independent board and all key committees composed of independent directors .
- Attendance threshold met (≥75% of meetings) indicating engagement; Board met 13 times in 2024 .
- Clear anti-hedging policy and clawback policy adoption consistent with best practices and Nasdaq/SEC rules .
- Equity plan prohibits repricing; director equity is time-based (limits risk of misaligned incentives) .
Watch items / potential red flags:
- 2024 director cash fees were earned but not paid during 2024 due to company cash constraints—could affect director independence/retention and signals liquidity pressure at the corporate level .
- Related person transactions exist at the company (financing arrangements), though none are Barnett-specific; continued Audit Committee oversight remains important .
- No director-specific stock ownership guideline disclosure; consider monitoring alignment via ongoing beneficial ownership updates .