Edward Wholihan
About Edward Wholihan
Edward “Ed” Wholihan (age 65) is a director of KORU Medical Systems (KRMD) since 2023, bringing 25+ years as a CFO across public, PE-backed, and VC-funded life sciences and healthcare companies, plus strategy consulting experience at McKinsey & Company . He holds an MBA from Stanford Graduate School of Business and a BA in Economics from Yale University . The Board classifies him as not independent under Nasdaq rules due to prior consulting for the Company . In 2024, the Board held four regular and one special meeting, and all directors attended at least 75% of Board and applicable committee meetings; the same 75%+ attendance threshold was disclosed for 2023 meetings .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Rarebreed Veterinary Partners, Inc. | Chief Financial Officer | Not disclosed | Senior financial leadership for veterinary hospital network |
| Allena Pharmaceuticals, Inc. | Chief Financial Officer | Not disclosed | Development-stage biopharma CFO |
| Medical Specialties Distributors (acquired by McKesson in 2018) | Chief Financial Officer | Not disclosed | CFO for specialty pharmacy/home infusion distributor; company sold to McKesson in 2018 |
| McKinsey & Company | Strategy Consultant | Not disclosed | Management strategy consulting (7 years) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various companies (consulting) | Strategic/financial consultant | Not disclosed | Engaged post-CFO roles prior to KRMD board appointment |
Board Governance
- Independence: Board determined all non-employee directors are independent except Mr. Wholihan (prior Company consulting); CEO is not independent .
- Committee assignments: None disclosed for Mr. Wholihan (no AC/CC/NGC membership shown as of March 31, 2025 and March 25, 2024) .
- Meeting cadence and attendance: Board held 4 regular + 1 special meeting in 2024; all directors attended at least 75% of Board and assigned committee meetings in 2024 and 2023 .
- Executive sessions: Non-employee directors met in executive session at or after each Board meeting in 2024 and 2023 .
- Lead structure and governance practices: Lead director structure in place; shareholder rights to call special meetings and act by written consent; anti-hedging/pledging policy; majority voting; no poison pill .
Fixed Compensation
Non-employee director program (2024): $50,000 cash retainer; $60,000 common stock award; committee chair retainers (Audit $15,000; Compensation $11,500; Nominating & Governance $7,500). Stock issued quarterly based on average of high/low on the last trading day of the quarter. Slightly more than half of base director comp (cash + stock) is paid in stock; paid quarterly .
Mr. Wholihan’s disclosed director compensation:
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Cash fees | $12,772 | $50,000 |
| Stock awards (grant-date value) | $15,326 | $60,000 |
| Total | $28,098 | $110,000 |
Notes:
- 2023 reflects partial-year service (joined September 2023) .
- Stock ownership guideline for directors: 4x annual cash fees within five years; Company states all non-employee directors have achieved or are on track .
Performance Compensation
- No performance-conditioned compensation is disclosed for directors; grants are cash retainers and common stock awards, with additional retainers for committee chairs (none applicable to Mr. Wholihan) .
Other Directorships & Interlocks
- No other public company directorships or committee roles are disclosed for Mr. Wholihan in KRMD’s proxies; skills matrix flags prior audit committee experience but does not list current external boards for him .
Expertise & Qualifications
- Skills matrix indicates: Financial Expertise/Audit Committee Experience; Capital Markets Experience; Medtech industry and operational experience; Healthcare growth experience; C-level expertise; market knowledge in distribution, specialty pharma, biopharma .
- Education: MBA (Stanford GSB); BA Economics (Yale) .
- Prior CFO track record across multiple healthcare/life sciences settings and strategy consulting background .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| 2024-03-24 | 6,448 | <1% | Based on 46,573,087 shares outstanding (incl. 850,000 unvested restricted shares entitled to vote) |
| 2025-04-02 | 33,583 | <1% | Based on 46,140,996 shares outstanding (incl. 750,000 unvested restricted shares entitled to vote) |
Additional alignment and risk controls:
- Anti-hedging/pledging policy prohibits margining, pledging, short sales, and derivatives on Company stock .
- Director stock ownership guidelines: 4x annual cash fees within five years; Company indicates directors are on track/achieved targets .
Governance Assessment
- Independence risk: Mr. Wholihan is the only non-employee director deemed not independent due to prior consulting for KRMD—this is a governance red flag for investors focused on fully independent oversight (especially across audit/comp coverage), though he currently holds no committee seats .
- Board engagement: Attendance threshold met (≥75%) and regular executive sessions suggest baseline engagement; however, lack of committee assignments limits direct oversight influence despite relevant financial/audit expertise .
- Pay structure and alignment: Director comp skews slightly to equity (program-wide), with Mr. Wholihan receiving $60k in stock vs. $50k cash in 2024; ownership grew from 6,448 to 33,583 shares YoY, and guidelines require meaningful ownership, supporting alignment signals .
- Compliance signals: Anti-hedging/pledging policy in place; 2024 Section 16 delinquency list does not identify Mr. Wholihan, indicating no reported filing issues for him in that year .
- Skills relevance: His CFO background and audit/financial expertise are directly relevant to KRMD’s needs, but those capabilities are underutilized absent committee membership .
Highlights and RED FLAGS:
- RED FLAG: Non-independent classification under Nasdaq due to prior consulting; monitor for timing of independence reclassification under Nasdaq lookback standards and any continuing consulting relationships or payments .
- Positive alignment: Equity retainer and ownership policy; increased beneficial ownership; anti-hedging/pledging controls .
- Engagement: Meets attendance threshold; however, no committee role reduces board-level leverage of his financial expertise .
Potential follow-ups for investors:
- Clarify when independence could be restored under Nasdaq criteria and whether any consulting relationship persists (amounts, dates) .
- Assess whether and when Wholihan will take on committee responsibilities given his Financial Expertise/Audit Committee Experience .