Calum MacRae
LifeMDAbout Calum MacRae
Dr. Calum MacRae, M.D., Ph.D., age 63, is an independent director of LifeMD appointed in April 2024; he serves as Vice Chair for Scientific Innovation, Department of Medicine, Brigham and Women’s Hospital (Mass General Brigham) and has been on the Harvard Medical School faculty since 2002. His core credentials span cardiology, genetics, and clinical innovation; he directs One Brave Idea (since 2017) and is Principal Investigator of the Apple Health Study, with recent entrepreneurial roles as Co‑Founder/director of Atman Health (since 2021), Co‑Founder of Tanaist (since 2025), and Head of Innovation/director at TMA Precision Health (since 2024) . He is classified as an independent director under Nasdaq rules; in 2024, no director attended fewer than 75% of applicable meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham and Women’s Hospital (Mass General Brigham) | Vice Chair for Scientific Innovation, Dept. of Medicine | 2018–present | Leads scientific innovation; previously Chief of Cardiovascular Medicine (2014–2018) |
| Harvard Medical School | Faculty (Professor of Medicine) | 2002–present | Academic leadership in medicine and genomics |
| One Brave Idea | Director/Leader | 2017–present | Cross‑disciplinary effort on early coronary disease |
| Apple Health Study | Principal Investigator | Ongoing | Digital health/biometric study leadership |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Atman Health Inc. | Co‑Founder, Director | Since 2021 | Private; no LFMD related‑party transactions disclosed |
| TMA Precision Health, Inc. | Head of Innovation, Director | Since 2024 | Private; no LFMD related‑party transactions disclosed |
| Tanaist Inc. | Co‑Founder | Since 2025 | Private; no LFMD related‑party transactions disclosed |
No other public company directorships are disclosed in the past five years for Dr. MacRae in LFMD filings .
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); all Audit and Compensation Committee members meet applicable independence standards (MacRae is not listed as a committee member) .
- Committee assignments (current): None (Audit Chair: Roberto Simon; Compensation Chair: John R. Strawn; Nominating Chair: John R. Strawn) .
- Attendance: 2024 meeting cadence — Board (6), Audit (9), Compensation (9), Nominating (1); no director attended <75% of applicable meetings .
- Board leadership: Combined Chair/CEO; no designated Lead Independent Director — independent‑only sessions may be called as needed .
- Policies: Anti‑hedging policy prohibits directors from engaging in hedging/derivative transactions; company states it does not currently grant options (legacy options outstanding) .
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Grant‑Date Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $0 | $197,175 | $0 | $197,175 |
Structure for MacRae at appointment: equity‑only director compensation via restricted stock; other directors received quarterly cash fees and equity but MacRae’s 2024 line shows no cash fees .
Performance Compensation (Equity Awards and Vesting)
| Award Type | Grant Date | Shares | Vesting Schedule | Acceleration/Forfeiture Terms |
|---|---|---|---|---|
| Restricted Stock (Director equity program) | 2024‑04‑26 | 16,500 | Vests 2025‑04‑26 | Vests on removal/not nominated without Cause; full acceleration upon Change of Control; forfeiture for specified covenant breaches |
| Restricted Stock (scheduled) | 2025‑04‑26 | 16,500 | Vests 2026‑04‑26 | Same as above |
| Restricted Stock (scheduled) | 2026‑04‑26 | 17,000 | Vests 2027‑04‑26 | Same as above |
Director Agreement sets independent‑contractor status, expense reimbursement, D&O indemnification, and 1‑year non‑compete/non‑solicit post‑service; Brigham and Women’s “Standard Terms” attachment limits resource use and governs name usage, clarifying service is in personal capacity (not as hospital agent) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/venture roles | Atman Health (Co‑Founder/Director); TMA Precision Health (Head of Innovation/Director); Tanaist (Co‑Founder) |
| Potential interlocks with LFMD ecosystem | None disclosed; related‑party transactions section does not identify MacRae or his entities |
Expertise & Qualifications
- Genomics in medicine, developmental biology, disease modeling, drug discovery, and disruptive innovation at the clinical‑translational interface; applies systematic approaches and novel sensors/digital phenotyping to chronic disease management .
- Senior academic leader (Harvard/Brigham), principal investigator on major digital health study (Apple Health Study), and founder/operator experience across emerging healthtech platforms — relevant to LifeMD’s virtual care strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Calum MacRae | 16,500 | <1% | Restricted shares vesting within 60 days of 2025‑04‑23 record date |
- Anti‑hedging: Company policy prohibits hedging transactions by directors; no pledging by MacRae is disclosed in the beneficial ownership table .
Shareholder Voting Signal (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Calum MacRae | 21,557,019 | 496,494 | 9,704,772 |
Implication: Strong support for MacRae’s election, consistent with high overall approval of the board slate .
Insider Filings and Trades
| Date | Filing | Transaction | Securities |
|---|---|---|---|
| 2024‑05‑20 | Form 3 | Initial statement — no securities beneficially owned at appointment date | — |
| 2024‑05‑20 | Form 4 | Reporting grant of 16,500 restricted shares (granted 2024‑04‑26) | 16,500 RS; administrative late filing noted in proxy |
Related‑Party Exposure and Conflicts
- LFMD’s 2025 proxy details related‑party dealings (e.g., CRG Financial loan linked to a former director; CloudBoson services; legal services via a former director’s family member) but none involve MacRae or his affiliated entities (Atman Health, TMA Precision Health, Tanaist) .
- The Brigham and Women’s “Standard Terms” in MacRae’s director agreement mitigate institutional conflicts by capping time commitments, preventing hospital resource use for board work, and clarifying payments are to MacRae personally (Sunshine Act alignment) .
Governance Assessment
- Strengths:
- Independent director with deep clinical and genomics expertise aligned to LifeMD’s virtual care strategy; strong shareholder support in 2025 election .
- Equity‑heavy director pay supports alignment; clear vesting/acceleration transparency and robust indemnification .
- No MacRae‑linked related‑party transactions disclosed; anti‑hedging policy in place .
- Watch items:
- Board governance structure lacks a Lead Independent Director while Chair/CEO roles are combined; independent‑only sessions are ad hoc .
- Company disclosed material weaknesses in internal control over financial reporting (ITGCs and IPE reviews) — not specific to MacRae but a board‑level oversight risk .
- Section 16(a) item notes administrative late filings for MacRae’s initial Form 3/4 in May 2024 — minor process red flag but remedied .
Overall: MacRae enhances clinical innovation depth without apparent conflicts; equity‑based director compensation supports alignment. Structural board risk (no Lead Independent Director) and enterprise‑level control weaknesses remain broader governance considerations for investors .
Appendix: Board/Committee Context (2024)
- Committees: Audit (Chair Roberto Simon), Compensation (Chair John R. Strawn), Nominating & Governance (Chair John R. Strawn). MacRae not assigned to committees as of the 2025 proxy .
- Meeting attendance: Board (6), Audit (9), Compensation (9), Nominating (1); all directors ≥75% attendance .