Robert A. Cascella
About Robert A. Cascella
Robert A. Cascella (age 70) is an independent director of KORU Medical Systems and Chair of the Audit Committee, designated as the Board’s “audit committee financial expert.” He joined the KRMD Board in 2022 and brings over 30 years of healthcare leadership, including Philips Executive Vice President and Strategic Business Development Leader, CEO of the Precision Diagnosis segment and the Diagnosis & Treatment segment (2015–2021), and President/CEO of Hologic for 11 years; he holds a BA in accounting from Fairfield University and is an NACD certified director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philips | EVP & Strategic Business Development Leader; CEO, Precision Diagnosis; CEO, Diagnosis & Treatment | 2015–2021 | Led integration of smart systems and informatics; executive committee member |
| Hologic | President; later CEO | 11 years (dates not specified) | Diversified portfolio; substantial revenue growth via innovation and acquisitions |
External Roles
| Organization | Role | Exchange/Ticker | Notes |
|---|---|---|---|
| Celestica | Director | NYSE: CLS | Current board service |
| Mirion Technologies | Director | NYSE: MIR | Current board service |
| Neuronetics | Director | Nasdaq: STIM | Current board service |
Potential interlocks: No KRMD-disclosed related-party transactions with companies where Cascella serves; monitor for customer/supplier overlap and any future transactions for conflicts .
Board Governance
- Committee assignments: Audit Committee Chair; members include Cascella (Chair), R. John Fletcher, and Joseph M. Manko, Jr.; held 9 meetings in 2024; Cascella designated as the SEC “financial expert” .
- Independence: Board determined all non-employee directors are independent except Mr. Wholihan; Cascella is independent .
- Attendance/engagement: Board held 4 regular and 1 special meeting in 2024; all directors attended at least 75% of Board and committee meetings; non-employee directors met in executive sessions at or after each Board meeting; all directors attended the 2024 Annual Meeting .
- Lead independent director and governance practices: KRMD maintains a lead director structure, anti-hedging/pledging policies, annual say-on-pay, and stock ownership requirements .
- Election support: 2025 shareholder vote—Cascella received 23,574,888 “For,” 377,490 “Withheld,” with 12,997,325 broker non-votes; total shares voted 36,949,703 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Common stock award (annual) | $60,000 | Shares determined by average of high/low on last day of quarter |
| Audit Committee Chair retainer | $15,000 | Paid to chair |
| Total 2024 (Cascella) | $125,000 | Fees $65,000; stock awards $60,000 |
Performance Compensation
KRMD does not disclose performance-based pay for non-employee directors; equity is a fixed-value common stock grant issued quarterly (no PSUs/options for directors referenced). Quarterly Form 4 filings show routine director stock awards and post-transaction holdings.
| Grant/Transaction Date | Shares Awarded | Price | Form Type | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-10-02 | 3,916 | $3.83 | 4 | 88,531 | https://www.sec.gov/Archives/edgar/data/704440/000116169725000332/0001161697-25-000332-index.htm |
| 2025-07-02 | 4,189 | $3.58 | 4 | 84,615 | https://www.sec.gov/Archives/edgar/data/704440/000116169725000207/0001161697-25-000207-index.htm |
| 2025-04-02 | 5,870 | $2.56 | 4 | 80,426 | https://www.sec.gov/Archives/edgar/data/704440/000116169725000131/0001161697-25-000131-index.htm |
| 2025-01-03 | 3,937 | $3.81 | 4 | 74,556 | https://www.sec.gov/Archives/edgar/data/704440/000116169725000018/0001161697-25-000018-index.htm |
| 2024-10-01 | 5,454 | $2.75 | 4 | 70,978 | https://www.sec.gov/Archives/edgar/data/704440/000116169724000403/0001161697-24-000403-index.htm |
| 2024-07-11 | 5,545 | $2.71 | 4 | 65,524 | https://www.sec.gov/Archives/edgar/data/704440/000116169724000306/0001161697-24-000306-index.htm |
| 2024-03-31 | 6,329 | $2.37 | 4 | 59,620 | https://www.sec.gov/Archives/edgar/data/704440/000116169724000166/0001161697-24-000166-index.htm |
Other Directorships & Interlocks
| Company | Potential KRMD Relationship | Conflict Notes |
|---|---|---|
| Celestica (CLS) | Not disclosed | No related-party transactions disclosed; monitor |
| Mirion (MIR) | Not disclosed | No related-party transactions disclosed; monitor |
| Neuronetics (STIM) | Not disclosed | No related-party transactions disclosed; monitor |
Expertise & Qualifications
- Financial/audit expertise designated by the Board; deep medtech operational and international healthcare experience; capital markets experience; C-level expertise .
- Education: BA in accounting, Fairfield University; NACD certified director .
Equity Ownership
| Metric | Value | Timing/Source |
|---|---|---|
| Beneficial ownership (shares) | 80,426 | As of April 2, 2025 (proxy) |
| Ownership % of shares outstanding | <1% | As of April 2, 2025 (proxy) |
| Post-transaction holdings | 88,531 | As of Oct 2, 2025 (Form 4) https://www.sec.gov/Archives/edgar/data/704440/000116169725000332/0001161697-25-000332-index.htm |
| Director stock ownership guideline | 4x annual cash fees; 5-year compliance window | Board policy |
| Hedging/pledging policy | Prohibited for directors | Governance policy |
| Compliance status | All non-employee directors achieved or on track | Board disclosure |
Governance Assessment
- Strengths: Independent director with strong healthcare, operational, and audit credentials; Audit Chair and SEC-designated financial expert; consistent attendance and high shareholder support in 2025 election; anti-hedging/pledging and ownership guidelines enhance alignment .
- Compensation alignment: Director pay balanced between cash and equity; quarterly common stock grants increase ownership; Audit Chair fee is modest relative to responsibilities .
- Conflicts and related-party exposure: No KRMD-disclosed related-party transactions involving Cascella; Board annually reviews independence; continue monitoring his external boards for potential interlocks .
- Shareholder signals: 2025 say-on-pay passed comfortably (For 23,167,952; Against 702,827; Abstain 81,599), supporting overall governance and compensation structures .
- RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, or low attendance for Cascella; ensure ongoing oversight of external board roles for any vendor/customer relationships and maintain independence thresholds .