Martin Mellish

About Martin Mellish

Martin Mellish (age 67) is an independent director of Spectral AI, Inc. (Nasdaq: MDAI) and Chairman of Aspen Advisory Services Ltd., bringing multi-continent investment oversight and deep audit expertise; he has served on the MDAI board since June 2021 and is designated an SEC “audit committee financial expert.” He holds an M.Sc. in Health Care Delivery Science from Dartmouth, an SM (Management) from MIT, and an M.Sc. (Accounting) from Northeastern University . The Board has determined he is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Board deems Mellish independent under Nasdaq standards .
• Committee assignments: Audit Committee member (committee: Richard Cotton, Chair; Mellish; Marion Snyder) and designated as an SEC “audit committee financial expert” and financially sophisticated under Nasdaq rules .
• Chair roles: Chair of the Compensation Committee (members: Mellish, Chair; Richard Cotton; Deepak Sadagopan) .
• Additional roles: Member of the Executive Committee (members: Erich Spangenberg, Chair; Richard Cotton; J. Michael DiMaio; Mellish) .
• Attendance: In FY2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings; all directors attended the last Annual Meeting .
• 2025 election outcome (signal of investor support): Mellish received 9,965,908 votes “For,” 19,902 abstentions, and 5,565,258 broker non-votes; he was elected for a one-year term at the May 28, 2025 Annual Meeting .

Fixed Compensation

Performance Compensation

The proxy provides aggregate grant-date fair values for director option awards but does not itemize option share counts, exercise prices, or vesting schedules for individual directors in the director section; equity award specifics are detailed for named executive officers only .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Identified as an “audit committee financial expert” under SEC rules; financially sophisticated under Nasdaq rules .
• Governance and capital markets: Extensive audit chair/NED experience across life sciences and industrials; strategy, corporate finance, M&A, and governance background (from director bios section) .
• Education: M.Sc. (Health Care Delivery Science), Dartmouth; SM (Management), MIT; M.Sc. (Accounting), Northeastern University .

Equity Ownership

Additional alignment policies/signals:

• Hedging: The company states it does not have policies preventing employees or directors from engaging in hedging transactions in company securities (beyond insider trading restrictions); this can weaken alignment and is a governance risk indicator .
• Stock ownership guidelines: No explicit director ownership guidelines disclosed in the proxy statement .

Governance Assessment

• Strengths:

  • Independent director with substantial audit leadership experience; designated audit committee financial expert, enhancing financial oversight .
  • Serves as Compensation Committee Chair, aligning board-level pay oversight with financial expertise; also sits on Audit and Executive Committees, indicating high engagement .
  • Attendance thresholds met across the board in 2024; all directors attended the last Annual Meeting, supporting engagement .
  • Strong shareholder support in 2025 election (≈9.97M votes “For”), signaling investor confidence .

• Watch items / potential red flags:

  • Hedging not prohibited by company policy (beyond MNPI restrictions), a misalignment risk for directors and executives; investors often prefer explicit anti-hedging/anti-pledging policies .
  • Limited transparency on director equity award structures (no per-director option share counts, strike prices, or vesting provided in director section), constraining pay-for-performance evaluation at the director level .
  • Related-party transactions disclosed during the period involve an affiliate of the largest stockholder (investment in Spectral IP) but no ties to Mellish were disclosed; continue to monitor for interlocks or transactions that could involve external boards on which he serves .

• Overall implication for board effectiveness: Mellish’s audit and compensation leadership, independence, and positive election results support board oversight quality; however, the company’s permissive hedging stance and limited director equity detail reduce clarity on alignment and risk management, warranting continued monitoring .

Appendix: Board/Committee Snapshot (for context)

• Audit Committee: Richard Cotton (Chair), Martin Mellish, Marion Snyder; Mellish is an SEC “audit committee financial expert” .
• Compensation Committee: Martin Mellish (Chair), Richard Cotton, Deepak Sadagopan .
• Executive Committee: Erich Spangenberg (Chair), Richard Cotton, J. Michael DiMaio, Martin Mellish .
• Director independence: Cotton, Mellish, Sadagopan, Snyder independent .
• Board meetings (2024): 8; each director ≥75% attendance .