Joseph DiTrolio
LifeMDAbout Dr. Joseph V. DiTrolio, M.D.
Independent director of LifeMD since 2014; age 74. A urologist, inventor, and academic, he has been Clinical Professor of Surgery (Urology) at New Jersey Medical School since 1985 and is the recent past Chair of Urology for the St. Barnabas Medical Center Healthcare System. Education: University of Richmond; University of Paris (Sorbonne); New Jersey Medical School; Diplomate of the American Board of Urology. Core credentials: medical innovation, product development, and specialty clinical expertise relevant to LifeMD’s telehealth focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Jersey Medical School | Clinical Professor of Surgery, Division of Urology | 1985–present | Academic leadership; clinical innovation |
| St. Barnabas Medical Center Healthcare System | Department of Urology, recent past Chairman | Not disclosed | Department leadership; operations oversight |
| Medical/Innovation Community | Inventor, researcher, lecturer; several patents | Not disclosed | Medical device/tech development relevance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the past five years . |
Board Governance
- Independence: Classified as independent under Nasdaq rules; serves on Compensation and Nominating & Corporate Governance Committees; not a committee chair .
- Committee assignments (2024–2025):
- Compensation Committee: Member (Chair: John R. Strawn, Jr.) .
- Nominating & Corporate Governance Committee: Member (Chair: John R. Strawn, Jr.) .
- Audit Committee: Not a member; Audit Chair and financial expert is Roberto Simon .
- Board/committee meeting cadence (FY 2024): Board 6; Audit 9; Compensation 9; Nominating 1; no director attended fewer than 75% of applicable meetings; all directors in office attended the 2024 annual meeting .
- Board structure: Combined Chair/CEO; no lead independent director; independent-only sessions may be called at any time .
- Policies relevant to alignment/controls:
- Insider Trading Policy prohibits hedging transactions for directors, officers, and employees .
- Company does not currently grant stock options to employees or directors (shift toward RS/restricted stock) .
- Compensation Committee administers the incentive compensation recovery (clawback) policy .
Fixed Compensation
| Component | FY 2024 Amount | Terms/Notes |
|---|---|---|
| Cash fees (retainer/meeting fees) | $30,625 | Director fees increased to $15,312.50 per quarter effective Q3 2024 . |
| Committee chair/membership fees | — | No chair roles; membership included in cash total . |
Performance Compensation
| Equity/Performance Element | Grant Date | Shares/Value | Vesting/Terms |
|---|---|---|---|
| RS grant for 2024–2025 board service | 2024-12-06 | $140,000 in RS; 24,648 shares based on 30D VWAP | Vests in full on 2025-06-01 . |
| RS catch-up grant for 2023–2024 service | 2024-12-06 | 8,000 RS (value included in 2024 stock awards) | Vested immediately . |
| Director equity program outlook | 2025–2027 | Additional $140,000 annual RS grants (subject to renomination) | Granted at each annual meeting, time-based vesting . |
| Options outstanding (legacy) | — | 20,000 options @ $1.75 | Outstanding; company currently does not grant options to directors . |
Performance metrics tied to director compensation: None disclosed for directors (equity is time-based; no TSR/financial performance goals for director awards) .
Other Directorships & Interlocks
| Type | Entity | Role | Potential Conflict |
|---|---|---|---|
| Public company boards | — | — | None disclosed . |
| Related-party ties | — | — | No related-party transactions involving Dr. DiTrolio disclosed . |
Expertise & Qualifications
- Medical/Clinical: Urology specialist; academic leadership; medical product development and innovation .
- Governance competencies: Compensation and Nominating committee experience; focus on board composition, governance practices, and executive pay oversight .
- Education: University of Richmond; Sorbonne (University of Paris); New Jersey Medical School; ABU Diplomate .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (incl. derivatives) | 252,548 shares (<1%) |
| Common shares held (direct) | 207,900 |
| Options exercisable | 20,000 @ $1.75 |
| RS/RSU scheduled to vest within 60 days of 2025-04-23 | 24,648 |
| Shares pledged | None disclosed |
| Section 16 filings | No delinquencies reported for Dr. DiTrolio in 2024 (several other directors had late filings; none attributed to him) . |
Director Compensation (FY 2024 snapshot)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $30,625 |
| Stock awards (grant-date fair value, ASC 718) | $182,176 |
| Option awards | $0 |
| Total | $212,801 |
| Outstanding at 12/31/2024 – options | 20,000 |
| Outstanding at 12/31/2024 – stock awards | 24,648 |
Governance Assessment
-
Strengths
- Independent, long-tenured domain expert aligned with LifeMD’s clinical roadmap; active on two key governance committees (Compensation; Nominating & Corporate Governance) .
- Solid engagement: no attendance issues reported; directors attended 2024 annual meeting .
- Compensation alignment: director equity primarily time-based RS; company currently does not grant options to directors; hedging prohibited by policy .
- Ownership: meaningful personal stake (252,548 shares including RS/options), with additional RS vesting in 2025; no pledging disclosed .
-
Watch items
- Board leadership: no lead independent director with combined Chair/CEO structure; independent-only sessions allowed but ad hoc—investors may prefer a formal lead independent role for oversight clarity .
- Internal control environment: company disclosed material weaknesses (ITGCs and IPE/process controls), placing additional onus on Audit and full Board oversight, though Dr. DiTrolio is not on Audit .
- Director pay trajectory: cash retainers increased in 2H 2024; recurring $140,000 RS awards planned for 2025–2027—monitor overall pay levels versus peers and company scale .
-
Conflicts/Related-Party
- No related-party transactions identified involving Dr. DiTrolio; other RPTs relate to former directors and a CEO relative, which the Audit Committee oversees—no direct exposure attributed to him .
-
Compensation governance
- Compensation Committee (on which he serves) oversees executive/director pay and clawback policy administration; no external comp consultant disclosures noted; continue to monitor for use of independent advisors and peer group methodology .
RED FLAGS: None identified specific to Dr. DiTrolio. Portfolio-level governance watch items include absence of a lead independent director and disclosed internal control material weaknesses requiring strong Board oversight .