Joan LaRovere
LifeMDAbout Joan LaRovere
Dr. Joan LaRovere, M.D., MBA, age 58, has served as an independent director of LifeMD since 2023. She is an Assistant Professor of Pediatrics at Harvard Medical School and Director of Innovation and Outcomes and Senior Staff Physician in Cardiac Intensive Care at Boston Children’s Hospital (since 2011). She co-founded and serves as Vice President and director of Virtue Foundation, and holds a BA from Harvard, an MS in Genetics from the University of St. Andrews, an MD from Columbia University, and an MBA from MIT Sloan. She currently serves on LifeMD’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Brompton Hospital (Imperial College School of Medicine, London) | Chief, Pediatric Intensive Care Unit | 1999–2011 | Led clinical operations; prior consulting physician at Bupa Cromwell Hospital (2000–2011) |
| Boston Children’s Hospital | Director of Innovation and Outcomes; Senior Staff Physician, Cardiac ICU | 2011–present | Clinical innovation and outcomes leadership |
| Harvard Medical School | Assistant Professor of Pediatrics | 2011–present | Academic leadership and teaching |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Virtue Foundation (non-profit) | Co-Founder; Vice President; Director | 2002–present | Special Consultative Status to UN; healthcare, education, empowerment initiatives |
| MIT Martin Trust Center for Entrepreneurship | Professional Advisor | — | Startup mentorship |
| MIT Delta V Summer Accelerator | Board of Directors | 2016–present | Accelerator governance/mentorship |
| iSelect Fund (venture) | Healthcare Operating Partner | 2021–present | Venture investing in food, health, nutrition |
Board Governance
- Independence and committees: The Board determined Dr. LaRovere is independent under Nasdaq rules and she serves on the Audit Committee. Other committee memberships and chairs: Audit (Chair: Roberto Simon; members: Simon, Strawn, LaRovere), Compensation (Chair: John Strawn; members: Simon, DiTrolio), Nominating & Corporate Governance (Chair: John Strawn; member: DiTrolio).
- Board and committee activity: In 2024, the Board met 6 times; Audit 9; Compensation 9; Nominating 1. No director attended fewer than 75% of the meetings of the Board and relevant committees.
- Leadership structure: CEO Justin Schreiber also serves as Board Chair; the Board has no designated Lead Independent Director. Independent directors may call executive sessions.
- Anti-hedging policy: Directors, officers, and employees are prohibited from engaging in hedging transactions (e.g., prepaid forwards, swaps, collars, exchange funds).
- 2025 election results: At the June 13, 2025 annual meeting, Dr. LaRovere received 17,722,110 “For” votes, 4,332,378 “Withheld,” with 9,704,772 broker non-votes.
- Audit oversight risk: The company disclosed material weaknesses in IT general controls and certain business process controls; as an Audit Committee member, Dr. LaRovere is part of the oversight of remediation.
Fixed Compensation
| Element | Amount | Effective Dates/Notes |
|---|---|---|
| Quarterly cash retainer | $6,000 per quarter | Set by February 9, 2023 director agreement |
| Quarterly cash retainer (amended) | $7,000 per quarter | Increased January 20, 2024 |
| Quarterly cash retainer (amended) | $15,000 per quarter | Increased effective as of Q3 2024 (amendment dated December 20, 2024) |
| Fees earned in 2024 (reported) | $44,000 | Director Compensation Table for FY2024 |
Performance Compensation
| Grant/Type | Grant Date | Shares/Options | Vesting/Terms | Additional Details |
|---|---|---|---|---|
| Restricted Shares | Feb 9, 2023 | 75,000 | 37,500 vested immediately; 37,500 vest on Feb 9, 2025 | Director agreement |
| Stock Options | Feb 9, 2023 | 37,500 options | Vest on Feb 9, 2025; exercise price $1.89 | Director agreement |
| One-time RS Award | Dec 20, 2024 | 9,685 | Vested immediately | In recognition of long-time service on medical/product advisory committees |
| RS Award (Form 4) | Oct 6, 2025 | 22,365 | Awarded; post-transaction ownership 107,050 shares | SEC Form 4: https://www.sec.gov/Archives/edgar/data/948320/000091228225001048/0000912282-25-001048-index.htm |
- 2024 reported stock award value: $48,812 (grant-date fair value, ASC 718).
- Performance metrics: No performance metrics are tied to director equity; awards are time-based and/or service-recognition.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/past 5 years) | None disclosed for Dr. LaRovere in the company’s biographical summary (bios list other public directorships if present). |
| Non-profit/academic boards | Virtue Foundation (director); MIT Delta V Summer Accelerator (director). |
| Potential interlocks or related parties | None disclosed involving Dr. LaRovere. Related party transactions disclosed involved other directors/affiliates (e.g., Bhatia, Jindal) but not Dr. LaRovere. |
Expertise & Qualifications
- Medical leadership: Senior clinician in pediatric cardiac intensive care; innovation/outcomes leadership at Boston Children’s Hospital.
- Academic credentials: Assistant Professor at Harvard Medical School; prior leadership in UK PICU.
- Education: BA (Harvard), MS Genetics (University of St. Andrews), MD (Columbia), MBA (MIT Sloan).
- Innovation/venture: Advisor at MIT’s Martin Trust Center; Healthcare Operating Partner at iSelect Fund.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 122,185 shares/options | 84,685 common shares + 37,500 options at $1.89; less than 1% of outstanding as of April 23, 2025 |
| Shares owned directly | 84,685 common | As of April 23, 2025 |
| Options outstanding | 37,500 options | Exercise price $1.89; included in beneficial ownership computation |
| Director equity outstanding (12/31/2024) | 37,500 stock awards; 37,500 option awards | Aggregate outstanding awards by director |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosure specific to directors | Insider Trading & Anti-Hedging Policy |
Insider Trades (Form 4)
| Transaction Date | Type | Securities | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-02-09 | Award – Common | 75,000 | $0 | 75,000 | https://www.sec.gov/Archives/edgar/data/948320/000136211823000013/0001362118-23-000013-index.htm |
| 2023-02-09 | Award – Stock Option | 37,500 options | $1.89 | 37,500 options | https://www.sec.gov/Archives/edgar/data/948320/000136211823000013/0001362118-23-000013-index.htm |
| 2024-12-20 | Award – Common | 9,685 | $0 | 84,685 | https://www.sec.gov/Archives/edgar/data/948320/000091228224000913/0000912282-24-000913-index.htm |
| 2025-10-06 | Award – Common | 22,365 | $0 | 107,050 | https://www.sec.gov/Archives/edgar/data/948320/000091228225001048/0000912282-25-001048-index.htm |
Governance Assessment
- Committee alignment and independence: Dr. LaRovere is an independent director serving on the Audit Committee, aligning her clinical innovation experience with financial oversight; independence affirmed by the Board.
- Attendance and engagement: No directors fell below 75% attendance in 2024 across Board and committee meetings, indicating baseline engagement.
- Shareholder voting signal: In 2025, she received 17,722,110 “For” votes and 4,332,378 “Withheld,” a data point to monitor relative to peers over time.
- Compensation alignment: Director pay skews to equity and service-based awards (e.g., 2023 RS/option grants; 2024 one-time RS for advisory contributions) with modest cash retainers; no performance metrics disclosed for directors.
- Policy safeguards: Anti-hedging policy prohibits hedging transactions by directors; enhances alignment.
- Conflicts/related-party: No related-party transactions disclosed involving Dr. LaRovere; by contrast, certain other directors/affiliates had consulting or related-party relationships.
- RED FLAGS / Risks to monitor:
- Material weaknesses in internal controls (ITGCs and certain business process controls) persisted through April 24, 2025; as an Audit Committee member, she participates in remediation oversight.
- Board lacks a designated Lead Independent Director while CEO serves as Chair, a structure some investors view as weaker independent oversight.
Overall: Dr. LaRovere brings deep clinical/innovation credentials and active board service with equity-based alignment and no disclosed conflicts. Key watch items are remediation of disclosed material weaknesses under Audit Committee oversight and the combined CEO/Chair structure.