Randel Richner
About Randel E. Richner
Independent director since November 2020; age 69. Over 30 years in health policy, reimbursement, and health economics; founder and President of Richner Consultants, LLC (2015–present). Education: Master of Public Health in Health Policy and Administration and Bachelor of Science in Nursing, University of Michigan .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Richner Consultants, LLC | Founder & President | Since Mar 2015 | Health policy, reimbursement and economics consulting; extensive payer/CMS engagement |
| Intralign Health, LLC | Executive Vice President | 2013–2015 | Executive role in provider services and reimbursement |
| Neocure Group | President & Founder | 2006–2012 | Data analytics, health economics and reimbursement strategic services; acquired by Intralign in 2013 |
| Boston Scientific Corporation | VP, Global Government Affairs & Reimbursement | 1997–2006 | Led reimbursement/government affairs; engaged with U.S. Congress and CMS; first industry representative on MCAC EC |
External Roles
| Organization | Role | Tenure | Committee/Impact |
|---|---|---|---|
| Univ. of Michigan School of Public Health | Executive Dean’s Advisory Board Member | Since 2007 | Advisory input on public health programs |
| MassMedic | Board member | N/A | Founding Women in MedTech initiative |
| Center for Evaluation, Value, Risk (Tufts NEMC) | Executive Advisory Board | N/A | Health economics/evaluation input |
| ISPOR | Board/member, founded U.S. Medical Device Council | N/A | Pharmacoeconomics leadership |
| Academic Lectures | Invited executive lecturer | N/A | Dartmouth Tuck, UMich Engineering/Public Health |
| Other public-company boards | None disclosed | — | No additional public board roles disclosed |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Independence: Board determined Richner and all current committee members (other than the two co-CEOs) are independent under Nasdaq standards .
- Attendance and engagement: Board held 13 meetings in 2024; all then-incumbent directors except Hadar Levy attended at least 75% of aggregate Board and committee meetings; Board regularly holds executive sessions without management .
- Years of service: On the Board since November 2020; currently nominated for reelection to 2028 as a Class II director .
Fixed Compensation
2024 director cash compensation (no equity recognized for Richner in 2024):
| Component | Amount ($) |
|---|---|
| Annual retainer | 22,570 |
| Meeting fees | 12,949 |
| Committee membership fees (Compensation Committee) | 3,813 |
| Stock awards | 0 (no RSU award recognized for Richner in 2024) |
| Total cash fees | 39,332 |
Context: Company policy provides an Initial RSU Award of $50,000 on appointment and Annual RSU Awards of $50,000, vesting in four equal quarterly installments; the 2014 Plan expired in Aug 2024, constraining grants; cash in lieu of equity may be used to preserve share pool .
Performance Compensation
Director equity policy (not performance-based):
| Item | Detail |
|---|---|
| Initial RSU Award | $50,000 grant-value on appointment; quarterly vest over one year |
| Annual RSU Award | $50,000 grant-value annually; quarterly vest over one year |
| Change-of-control | Vesting acceleration per Compensation Policy |
| Cash in lieu of equity | Permitted to preserve equity pool (director equity payable primarily in RSUs, but may be paid in cash on an equivalent vesting schedule) |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation committee interlocks | None; no Lifeward executive served on another entity’s compensation committee with a Lifeward executive serving on Lifeward’s committee |
| Section 16(b) exemption governance | Committee composed solely of “non-employee directors” under Rule 16b-3; transactions approved to remain exempt |
Expertise & Qualifications
- Health policy/economics/reimbursement expert; direct experience engaging CMS and private payers; MCAC Executive Committee (industry representative) .
- Governance acumen: Chairs Nominating & Corporate Governance; oversees board performance, succession planning, and governance policies .
- Academic/industry leadership: Advisory roles (UMich SPH, MassMedic, ISPOR) and invited lectures (Dartmouth Tuck, UMich) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (ordinary shares) | 21,567 shares |
| Ownership % of shares outstanding | <1% (as indicated) |
| Outstanding options/RSUs as of 12/31/2024 | None |
Related-Party Exposure and Consulting Compensation
- Consulting engagement: Company engaged Richner Consultants, LLC (owned by Richner) for CMS/payer strategy and reimbursement advisory; 2022 term covered up to 282 hours at $425/hour (approx. $119,850 paid); 2023 extension similar (approx. $119,999 paid) .
- Excess hours compensation (finalized in equity): Aggregate unpaid consulting time for 2022–2023 excess hours and Jan–Apr 2024 at higher $550/hour totaled $297,000; shareholders approved equity compensation in Sept 2024, conditioned on a new equity plan; updated in 2025 as Proposal 5 tied to adoption of the 2025 Plan .
- Option grant structure (subject to shareholder approval and 2025 Plan):
- On 2025 Plan approval date: 90,000 options in two grants—45,000 at the closing price and 45,000 at the greater of closing price or $1.80; aggregate Black-Scholes value capped at $120,000 .
- On first anniversary of approval date: 45,000 options at closing price; aggregate Black-Scholes value capped at $120,000 .
- Vesting/term: Each option vests immediately and is exercisable for seven years; net exercise permitted; insider trading policy applies while she serves on the Board .
- Approval process: Compensation Committee recommended and Board approved, subject to shareholder ratification (ordinary majority) and adoption of the 2025 Plan .
Insider Trades and Filings
| Item | Status |
|---|---|
| Delinquent Section 16(a) filings (2024) | None disclosed for Richner; one late Form 4 for director Michael Swinford (Nov 25, 2024) |
Governance Assessment
- Positives:
- Independence affirmed; chairs Nominating & Corporate Governance; member of Compensation Committee; committee membership entirely independent .
- Attendance threshold met; Board held 13 meetings with regular executive sessions, indicating active oversight .
- Compensation governance supported by independent advisor Aon; independence assessed with no conflicts; robust shareholder approvals for director/CEO compensation actions .
- Concerns / RED FLAGS:
- Related-party consulting arrangement with equity compensation raises perceived independence risk; although approved by shareholders and structured with explicit caps, immediate vesting and net exercise could be viewed as generous terms; continued diligence warranted on future related-party engagements .
- 2024 director equity alignment gap due to plan expiry (2014 Plan), resulting in all-cash pay for Richner in 2024; equity alignment expected to resume post-2025 Plan approval .
- Alignment:
- Beneficial ownership is modest (<1%); no outstanding director options/RSUs as of 12/31/2024; option awards for consulting compensate past services rather than create ongoing incentive misalignment .