Frank Lavelle
About Frank Lavelle
Independent director (age 75) serving since September 2023; BA in Marketing from Pennsylvania State University. Career includes CEO roles at Siemens Health Solutions and Symphony Health Solutions, President of MedQuist, and President & CEO of SunGard Public Sector & Education; currently Founder of F W Lavelle Consulting LLC (since 2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Health Solutions | President & CEO | Not disclosed | Executive leadership in healthcare IT |
| Symphony Health Solutions | CEO and Director | Not disclosed | Commercial healthcare analytics leadership |
| Symphony Performance Health | Board Member and Advisor | Not disclosed | Governance/advisory |
| MedQuist | President | Not disclosed | Led voice-to-coding, dictation, speech recognition operations |
| SunGard Public Sector & Education | President & CEO | Not disclosed | Led public sector/education software |
| F W Lavelle Consulting LLC | Founder | 2019–Present | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed for Lavelle |
Board Governance
- Committee assignments: Audit (member), Governance (member), Compensation (Chair); not on Nominating or Corporate Disclosure committees .
- Independence: Board determined Lavelle is independent under Nasdaq Rules and Canadian securities laws; 6 of 7 current directors independent .
- Lead Independent Director: Robert J. Ciaruffoli serves as Lead Independent Director; assumes Chairman duties to address conflicts .
- Auditor oversight: Audit Committee recommended dismissal of EisnerAmper (June 3, 2025) and appointment of KPMG (effective June 4, 2025) following prior auditor changes; signals active oversight during period of change .
- Meeting cadence/expectations: Board meets at least four times yearly; directors expected to attend at least three-quarters of meetings; independent directors hold in-camera sessions each meeting .
- Attendance (actual): Not disclosed for individual directors .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly to non-executive directors |
| Committee chair fee (cash) | $10,000 | Compensation Committee Chair; Audit Chair receives $15,000; Lead Director receives additional $10,000 (Lavelle not Lead) |
| Meeting fees | Not disclosed | Directors compensated with retainer and meeting fees; paid quarterly |
| Total fees earned (Lavelle) | $60,000 | Reflects base retainer + chair fee |
Performance Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| Option-based awards (2024 grant-date fair value) | $30,257 | Director option awards; no RSUs disclosed for Lavelle in 2024 |
| Outstanding options (exercisable within 60 days, as of June 2, 2025) | 32,500 shares | Currently exercisable options counted in beneficial ownership |
| Equity Incentive Plan parameters | Options strike ≥ prior-day close; RSUs/Options may include performance-based vesting; RSUs settle by Dec 15 of third year after grant year | Plan allows performance criteria but specific metrics for director grants not disclosed |
| Securities authorized under plans (Dec 31, 2024) | 1,185,000 options/warrants/rights outstanding; weighted-average exercise price C$2.06; 801,556 shares available | Company-level equity plan capacity context |
No director-specific performance metrics (e.g., TSR, EBITDA, ESG goals) tied to Lavelle’s compensation are disclosed in the proxy .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Lavelle |
| Prior public boards | Not disclosed for Lavelle |
| Interlock policy | Board has not adopted a director interlock policy; tracks other public directorships of members |
| Potential interlocks/conflicts | Not disclosed for Lavelle |
Expertise & Qualifications
- BA in Marketing, Pennsylvania State University .
- Senior leadership across healthcare IT, analytics, and public sector software; experience overseeing complex operations and commercial execution .
- Financial literacy affirmed for Audit Committee service .
Equity Ownership
| Holder | Common Shares | Options Exercisable (≤60 days) | Approx. Ownership % | Notes |
|---|---|---|---|---|
| Frank Lavelle | 58,122 | 32,500 | <1% | Beneficial ownership as of June 2, 2025 |
| Hedging/Pledging | Prohibited hedging for directors; pledging not disclosed | — | — | Company prohibits hedging transactions by directors and officers |
Governance Assessment
-
Strengths:
- Independent director with cross-functional operating experience; financially literate; serves on Audit and Governance committees and chairs Compensation Committee, bolstering oversight of pay and controls .
- Active Audit Committee oversight across multiple auditor transitions culminating in KPMG appointment; indicates engaged governance during sensitive periods .
- Equity participation via options and direct share ownership aligns incentives with shareholders, while hedging prohibitions reinforce alignment .
-
Watch items / Red flags:
- Multiple auditor changes within ~6 months (MNP → EisnerAmper → KPMG) can raise continuity concerns; continued monitoring of audit quality and disclosures warranted .
- Section 16 compliance: Company noted initial Form 3 filings for several directors, including Lavelle, inadvertently omitted certain options and were subsequently amended; minor compliance lapse .
- No director term limits; no formal interlock policy adopted (though tracked), which can reduce board refresh/independence optics if interlocks emerge .
-
Compensation design signals:
- Director pay balanced between cash retainers and equity options; chair fees modest and transparent; no special service contracts or termination benefits for directors .
- Equity plan permits performance-based vesting, but no director-specific performance metrics disclosed; absence of disclosed KPIs reduces pay-for-performance transparency for board awards .
Additional Context (Company-Level Policies)
- D&O insurance coverage limit $10,000,000; premium $299,733 for FY2024 .
- Clawback policy adopted per SEC/Nasdaq; applies to executives; policy filed with 10-K (director compensation subject to equity plan and committee policy environment) .
Attendance rates, meeting-by-meeting participation, pledging status, and any related-party transactions involving Lavelle are not disclosed in the proxy; no director-specific severance or change-of-control benefits apply to directors .