Michael Swinford
About Michael Swinford
Michael Swinford (age 56) has served as an independent director of Lifeward Ltd. since April 2024. He is Chief Executive Officer of Numotion (2014–present) and serves as a director of CareATC and Aspen Surgical, bringing deep experience in mobility/rehabilitation products and reimbursement strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Healthcare | President & CEO, GE Healthcare Services; officer of General Electric Company | 22 years (various roles) | Led operational and commercial functions across business cycles (start-ups to turnarounds) |
| Numotion | Chief Executive Officer | 2014–present | Grew company to largest U.S. provider of mobility/independence solutions; expanded coverage with >5,000 health plans |
| U.S. payer policy | Advocacy leadership | 2023 | Led benefit coverage determination for power wheelchair seat elevation; actively leading efforts for power standing wheelchairs and repair regulation/reimbursement reform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Numotion | CEO | 2014–present | Scale leadership in complex rehab; national payer/provider contracting |
| CareATC | Director | Not disclosed | Technology-enabled population health primary care governance |
| Aspen Surgical | Director | Not disclosed | Board governance in global surgical supply manufacturing |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; chaired by Randel E. Richner. The committee held two meetings in FY 2024 .
- Independence: The Board determined all current directors other than the co‑CEOs are independent under Nasdaq listing standards (Swinford is independent) .
- Attendance and engagement: The Board met 13 times in FY 2024; all then‑incumbent directors except Hadar Levy attended at least 75% of Board and applicable committee meetings. The Board regularly holds executive sessions of independent directors without management .
- Board leadership and CEO separation: Chair and CEO roles are separated and cannot be combined without shareholder approval under Israeli law; current separation supports oversight and objective CEO evaluation .
- Audit committee governance context: Audit Committee met five times in FY 2024, with designated financial experts; related‑party transactions oversight sits with Audit .
Fixed Compensation
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 25,598 | 50,000 | 75,598 |
- Director compensation framework: Independent directors receive an Initial RSU Award and an Annual RSU Award, each with grant‑date value of $50,000; vest ratably in four equal quarterly installments starting three months from grant; vesting accelerates on certain change‑of‑control events per Compensation Policy; meeting fees and annual retainers apply; cash in lieu of equity permitted to preserve share reserve .
Performance Compensation
| Program | Metric | Weight | Notes |
|---|---|---|---|
| Company 2024 Non‑Equity Incentive Plan (executives) | Revenue targets | 30% | Executive bonuses tied to weighted business objectives |
| Market development targets | 15% | ||
| Net loss targets | 30% | ||
| Personal performance | 25% | Subjective component |
- Clawback policy: Amended and restated policy (Sept 13, 2023) compliant with Dodd‑Frank, SEC, and Nasdaq, requiring recovery of incentive‑based compensation from current/former executive officers for three years prior to any required restatement due to material noncompliance .
- Note: Lifeward does not disclose performance metrics for director compensation; directors primarily receive fixed cash and time‑vested RSUs without explicit performance conditions .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| CareATC | Healthcare (population health primary care) | Director | No related‑party transactions disclosed involving directors since Jan 1, 2023 |
| Aspen Surgical | Medical devices (surgical supplies) | Director | No related‑party transactions disclosed involving directors since Jan 1, 2023 |
| Numotion | Complex rehab/mobility | CEO | No related‑party transactions disclosed involving directors since Jan 1, 2023 |
Expertise & Qualifications
- Health and rehabilitation products expertise; reimbursement and coverage advocacy (CMS/payer policy) .
- Scaled commercial leadership across >5,000 health plans, hospitals, clinics, SNFs, primary care, and home health providers .
- Global operating/commercial experience from GE Healthcare, including as GE officer .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding Shares | Notes |
|---|---|---|---|
| Michael Swinford | 65,040 | <1% | As of June 23, 2025; 11,602,266 shares outstanding |
| Outstanding equity awards (12/31/2024) | 5,020 (options/RSUs) | N/A | Director awards vest quarterly; acceleration on certain change‑of‑control events |
- No pledging or hedging of shares disclosed; standard indemnification/exculpation agreements apply for office holders .
Governance Assessment
-
Positives:
- Independent director status; active member of Nominating & Corporate Governance Committee .
- Attendance threshold met (>75%) during FY 2024 service period; Board holds regular independent executive sessions .
- Director equity is time‑based RSUs vesting quarterly, aligning interests over service duration; change‑of‑control acceleration governed by policy; annual cash/meeting fees transparent .
- No related‑party transactions involving directors at Item 404 thresholds since Jan 1, 2023; Audit Committee oversees such approvals under Israeli law .
-
Watch‑items / red flags affecting investor confidence:
- Say‑on‑Pay support was 18.3% at 2024 AGM (down from 26.1% in 2023), with shareholder feedback citing linkage concerns between CEO pay and performance; Board engaged and intends further review .
- CFO resignation announced June 2, 2025 (effective June 27 or earlier), which can raise continuity/financial reporting oversight considerations for the Board and Audit Committee .
-
Committee oversight quality:
- Compensation Committee is independent, chaired by Dr. Poduska, uses Aon Hewitt as independent advisor; Board assessed no consultant conflicts; no interlocks reported .
- Audit Committee has two “financial experts,” met five times in 2024, and oversees reporting/internal control and related‑party approvals .
-
Structural governance:
- Separation of Chair and CEO roles per Israeli law; current separation facilitates objective CEO evaluation and risk oversight .
Overall signal: Swinford’s independence, committee role in nominations/governance, and reimbursement expertise are positives for board effectiveness. Low Say‑on‑Pay support and CFO turnover are cautionary signals that warrant continued engagement and oversight .