Elizabeth Kwo
About Elizabeth Kwo
Elizabeth Kwo, Ph.D. (age 44) is a director nominee to KMTS’s Class I board; if elected at the September 3, 2025 annual meeting, she will serve a three-year term expiring at the 2028 annual meeting. She is currently Chief Commercial Officer at Everly Health and a practicing physician at Cambridge Health Alliance affiliated with Harvard Medical School. Dr. Kwo holds an M.D. from Harvard Medical School, an M.P.H. from Harvard T.H. Chan School of Public Health, and an M.B.A. from Harvard Business School, with a B.A. in Human Biology from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health, Inc. | Deputy Chief Clinical Officer | 2020–2022 | Led data-driven clinical initiatives |
| InfiniteMD, LLC | CEO & Co‑Founder | Through acquisition in 2020 | Built and scaled a telehealth platform; acquired by ConsumerMedical (an Alight Solutions company) in 2020 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Everly Health, Inc. | Chief Commercial Officer | Current | Commercial leadership in digital health diagnostics |
| Cambridge Health Alliance / Harvard Medical School | Practicing physician (Preventive & Occupational Medicine Board Certified) | Current | Ongoing clinical practice and board certifications |
Board Governance
- Independence: The Board determined Dr. Kwo is independent under Nasdaq rules. KMTS states all directors other than CEO Brian Webster and GC/CAO Traci Umberger are independent; Dr. Kwo specifically is determined independent for nominating committee service .
- Committee assignment (anticipated if elected): Nominating & Corporate Governance Committee member; expected post‑meeting committee composition is Jeffrey Schwartz (Chair), Mary Kay Ladone, and Dr. Kwo .
- Board classification: KMTS currently has a classified board (Classes I–III) with plans to declassify starting after the 2031 annual meeting (directors then elected annually) .
- Attendance: Board met two times in FY ended April 30, 2025; each director in office attended at least 75% of Board meetings. Committee meetings did not occur in FY2025 due to IPO timing; attendance details for Dr. Kwo are not applicable pre‑election .
Fixed Compensation
Compensation structure for non‑employee directors (pro‑rated for partial service; expected to apply to Dr. Kwo upon election):
| Component | Amount | Citation |
|---|---|---|
| Annual Board cash retainer (non‑employee director) | $60,000 | |
| Nominating Committee member retainer (non‑Chair) | $6,000 | |
| Annual RSU grant (grant‑date value; time‑vest over 1 year) | $185,000 | |
| Travel and related expense reimbursement | Reimbursed |
Notes:
- No meeting fees disclosed; compensation is via retainers and annual equity .
- If elected at the annual meeting and continuing as a non‑employee director immediately thereafter, Dr. Kwo would be eligible for the annual RSU grant that fully vests on the one‑year anniversary of the grant date .
Performance Compensation
KMTS does not disclose performance‑based director compensation (e.g., PSUs or option awards tied to metrics) for non‑employee directors; annual director equity is time‑vested RSUs.
| Performance Component | Structure | Metrics Disclosed |
|---|---|---|
| Annual director equity | RSUs, one‑year time vest | None disclosed (no performance metrics tied to director equity) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company board service disclosed for Dr. Kwo |
Context:
- Bain Capital affiliates hold a controlling stake; Jeffrey Schwartz (Bain Capital COO) is KMTS Board Chair and Nominating Committee Chair, indicating sponsor influence over governance processes . Audit committee oversees related party transactions .
Expertise & Qualifications
- Clinical and health systems leadership: Deputy Chief Clinical Officer at Elevance Health; practicing physician, Board Certified in Preventive Care and Occupational Medicine .
- Digital health and commercialization: CEO/co‑founder of InfiniteMD through 2020 acquisition; CCO of Everly Health, scaling data‑driven platforms .
- Education: M.D., M.P.H., M.B.A. (Harvard); B.A. Human Biology (Stanford) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | Not disclosed | Beneficial ownership table lists directors, NEOs, and >5% holders; Dr. Kwo not shown individually as of July 7, 2025 record date |
| Ownership % | Not disclosed | — |
Governance Assessment
- Committee and independence: Assigning Dr. Kwo to Nominating & Corporate Governance aligns her clinical/data expertise with governance oversight; independence status supports board effectiveness and unbiased oversight of CEO/management .
- Compensation alignment: Expected mix skews toward equity (annual RSUs) over cash (retainers), improving alignment with shareholder outcomes; absence of meeting fees reduces pay‑for‑activity risk .
- Attendance and engagement: Board held limited meetings in the IPO year; committee operations will ramp post‑IPO. Dr. Kwo’s engagement will be assessed prospectively after election .
- Related‑party safeguards: Audit committee reviews and approves related party transactions; policies prohibit hedging/pledging and enforce clawbacks for Section 16 officers. While these primarily bind officers, the overall framework supports governance hygiene for the board environment in which Dr. Kwo would serve .
- Sponsor influence risk:
- RED FLAG: Concentrated ownership by Bain Capital affiliates (over 50%) and sponsor leadership in board chair and nom/gov committee may centralize governance influence; independence determinations and committee charters are critical mitigants .
- Shareholder voice: As an emerging growth company, KMTS does not provide a non‑binding say‑on‑pay vote, reducing shareholder feedback on compensation and governance in near term .
Overall signal: Dr. Kwo’s healthcare and digital health commercialization credentials and independence add operational and clinical oversight to KMTS’s board. Equity‑heavy director pay structure fosters alignment, but sponsor control and nom/gov chairmanship by a sponsor executive elevate the importance of robust committee processes and continued independence in director decisions .