Bernardo Fernández
About Bernardo Fernández
Dr. Bernardo Fernández, 63, has served on IMXI’s Board since January 7, 2022 and is a Class I director nominated for a new three-year term through 2028. He is currently Corporate Physician Executive at Broward Health (since Jan 2024); previously CEO of Baptist Health Medical Group (2014–2023) and CEO/President of Cleveland Clinic Florida (2006–2014). He holds a B.S. in Biology and an MBA from the University of Miami, a medical degree from Ponce School of Medicine, completed Wharton’s Executive Development Program, and is board-certified in Vascular Medicine; he is a Fellow of the Society of Vascular Medicine and the American College of Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broward Health | Corporate Physician Executive | Jan 2024 – Present | — |
| Baptist Health Medical Group | Chief Executive Officer | 2014 – 2023 | Led a network of 250+ physicians |
| Cleveland Clinic Florida | Chief Executive Officer and President | 2006 – 2014 | Led academic health system |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| U.S. Century Bank (NASDAQ: USCB) | Director | Not disclosed | Audit & Risk Committee member |
| St. Thomas University | Board of Trustees | Not disclosed | — |
| Health Network Foundation | Board of Advisors | Not disclosed | — |
| Orange Bowl Committee | Member | Not disclosed | — |
| East Ridge Corporate Advisory Board | Member | Not disclosed | — |
Board Governance
- Independence and role: The Board has determined Dr. Fernández is independent under Nasdaq rules; Board has 8 directors with a classified structure. Michael Purcell serves as Lead Independent Director .
- Committees: Audit Committee member (independent; Audit Committee held 5 meetings in 2024). He is deemed an “audit committee financial expert” and satisfies Nasdaq financial sophistication requirements. He also serves on the Nominating & Corporate Governance Committee (5 meetings in 2024) .
- Attendance/engagement: In 2024, directors collectively attended or participated in 98% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Nomination status: Nominated as a Class I director for election at the 2025 Annual Meeting (term to 2028) .
- Risk oversight: As an Audit Committee member, he participates in oversight of ERM, cybersecurity risk management, legal and compliance, and related party transaction approvals per policy .
Fixed Compensation
| Component (Independent Directors) | 1/1/2024–7/25/2024 | 7/26/2024–12/31/2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer | $60,000 | $65,000 | Applies to all independent non-employee directors |
| Annual Equity Award (time-based) | $145,000 | $150,000 | Vests on 1-year anniversary or immediately prior to next AGM |
| Audit Committee – Member | $12,500 | $12,500 | Non-chair member fee |
| Nominating & Corporate Governance – Member | $8,000 | $8,000 | Non-chair member fee |
| Chair premiums (Cash + Equity in restricted stock) | Audit Chair: $25,000; Comp Chair: $20,000; N&CG Chair: $16,000 | Same | Paid quarterly in restricted stock; vests quarterly |
| Lead Independent Director premium | $100,000 (50k cash + 50k equity) | $100,000 (50k cash + 50k equity) | Not applicable to Fernández |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bernardo Fernández (2024) | $83,000 | $150,000 | $233,000 |
- Program notes: A non-employee director total annual cash plus equity cap of $750,000 applies under the A&R 2020 Plan . IMXI reimburses customary Board/committee meeting expenses .
Performance Compensation
| Item | Detail |
|---|---|
| Equity vehicle | Time-based restricted stock units (and/or fully vested shares for certain chair retainers) for directors; IMXI does not currently grant stock options to employees . |
| 2024 grant status | Each independent director held 7,336 unvested RSUs as of 12/31/2024, vesting on June 19, 2025 . |
| Performance metrics | Annual director equity is time-based; no performance metrics disclosed for director awards . |
| Anti-hedging/pledging | Directors are prohibited from hedging and pledging company stock, including short sales, derivatives, monetization transactions, pledging, or holding in margin accounts . |
Other Directorships & Interlocks
| Company | Ticker | Role | Committee/Notes |
|---|---|---|---|
| U.S. Century Bank | USCB | Director | Audit & Risk Committee member |
- Related-party/transactions overlap: IMXI disclosed related-party share repurchases with its CEO and with an entity owned by Director John Rincon; no related-party transactions involving Dr. Fernández were disclosed for FY2024–FY2025 proxy period .
Expertise & Qualifications
- Financial oversight: Audit Committee financial expert; financially sophisticated under Nasdaq standards .
- Education and credentials: B.S. Biology and MBA (University of Miami), M.D. (Ponce School of Medicine), Wharton Executive Development Program; Board-certified in Vascular Medicine; Fellow of the Society of Vascular Medicine and American College of Physicians .
- Sector leadership: Former CEO of major health systems and medical group; current physician executive leadership role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Bernardo Fernández | 23,606 | <1% | 30,127,597 shares outstanding as of 4/21/2025 |
- Stock ownership guidelines: Non-management directors must hold stock equal to 5x annual base retainer; as of 12/31/2024, all non-management directors were in compliance or following the required retention approach .
- Prohibited practices: Hedging and pledging of company stock are prohibited for directors .
Governance Assessment
-
Positives/signals:
- Independent director with strong financial oversight credentials; designated audit committee financial expert; sits on Audit and Nominating & Corporate Governance committees .
- High board engagement: Board/committee attendance averaged 98% in 2024; all directors attended the 2024 annual meeting .
- Ownership alignment: 5x retainer stock ownership guideline in place and directors are in compliance; robust anti-hedging/anti-pledging policy .
- Director pay structure aligned with market medians and largely at-risk through time-based equity; capped total director compensation under the equity plan .
- Audit Committee oversight includes ERM, cybersecurity, legal/compliance, and related-party transactions, reinforcing governance controls .
-
Potential watch items:
- Classified board structure reduces annual accountability (contextual governance consideration; not specific to Fernández) .
- External public board at a bank (USCB) could create counterparty exposure in theory, but IMXI disclosed no related-party transactions involving Dr. Fernández for the period; Audit Committee (on which he serves) reviews any such transactions under policy .
No legal proceedings, family relationships, or related-party arrangements requiring disclosure were reported for Dr. Fernández; independence affirmed by the Board .