Larry Kaiser
About Larry Kaiser
Larry Kaiser, 72, is an independent director of MDCX and Chair of the Nominating Committee; he has served on the Board since September 2023 and beneficially owns 32,500 common shares (including options exercisable within 60 days) . He is Managing Director in Alvarez & Marsal’s Healthcare Industry Group (since 2020), and previously led Temple University Health System as President & CEO, served as Dean of Temple’s Lewis Katz School of Medicine, and held senior leadership roles at the University of Texas Health Science Center at Houston and the University of Pennsylvania, with an MD from Tulane (1977) and residencies/fellowships at UCLA and the University of Toronto .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temple University Health System | President & CEO | 2011–2019 | Acquisition of Fox Chase Cancer Center; development of top-ranked lung transplant program; expansion in cardiovascular surgery, thoracic surgery, neurosurgery, orthopedics |
| Temple University (Lewis Katz School of Medicine; University leadership) | Dean; Senior EVP for Health Sciences | 2011–2019 | Oversight of clinical and academic programs; system-wide growth initiatives |
| University of Texas Health Science Center at Houston | President | 2008–2011 | Led largest of UT’s six health-related campuses |
| University of Pennsylvania Health System | John Rhea Barton Professor & Chair, Dept. of Surgery; Surgeon-in-Chief | 2001–2008 (UPenn employment 1991–2008) | Founded lung transplant program; directed Center for Lung Cancers; co-directed Thoracic Oncology Lab |
| Washington University School of Medicine | Associate Professor (tenured) | 1988–1991 | Academic leadership in surgery |
| Memorial Sloan Kettering; Cornell University Medical College | Attending Thoracic Surgeon; Assistant Professor of Surgery | Early career | Clinical practice and academic roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alvarez & Marsal | Managing Director, Healthcare Industry Group | 2020–Present | Current employment; consulting expertise in healthcare operations |
| Other public company boards | — | — | None disclosed in proxy for Kaiser |
Board Governance
- Independence: The Board determined Kaiser is independent under Nasdaq Rules and Canadian securities laws .
- Board structure: Five standing committees—Audit, Nominating, Compensation, Governance, Corporate Disclosure .
- Committee assignments: Kaiser is a member of the Compensation Committee and Chair of the Nominating Committee; he is not on the Audit or Governance Committees .
- Lead Independent Director: Robert J. Ciaruffoli serves as Lead Independent Director .
- Meetings and executive sessions: Board holds at least four meetings per year; independent directors should hold in camera sessions at each meeting; directors are expected to attend at least three quarters of meetings annually .
| Committee | Role | Independent Composition |
|---|---|---|
| Compensation | Member | 3 members, all independent; Chair: Frank Lavelle |
| Nominating | Chair | 3 members, all independent |
| Audit | Not a member | 4 members, all independent; Chair: Robert J. Ciaruffoli |
| Governance | Not a member | Composition disclosed; independent directors noted |
| Corporate Disclosure | Not a member | Committee exists per board structure |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual Board cash retainer ($) | 50,000 |
| Committee chair fee ($) | 10,000 (Nominating Chair) |
| Total cash fees earned ($) | 60,000 |
Notes: Non-executive directors were paid $50,000 annually, in quarterly installments; committee chairs received $10,000 (Audit Chair $15,000), and the Lead Director received an additional $10,000 .
Performance Compensation
| Metric | 2024 |
|---|---|
| Option-based awards ($) | 30,257 |
| Share-based awards ($) | — (none disclosed) |
| Non-equity incentive plan compensation ($) | — (none disclosed) |
Equity Incentive Plan parameters (relevant to director awards)
| Parameter | Plan Term |
|---|---|
| Plan structure | Rolling up to 10% (options) and fixed up to 10% (RSUs/other awards) of outstanding shares |
| Option exercise price | Not less than prior-day closing price; reductions require disinterested shareholder approval for insiders |
| Option term | Up to 10 years; blackout-related extensions permitted within policy |
| RSU vesting | No RSUs may vest within one year of grant |
| Awards limits | Max 5% to any one participant in 12 months; consultants 2%; investor relations participants 2% with staged vesting over 12 months |
| RSU settlement | Cash equal to market value or, at Committee discretion, common shares or mix; dividend equivalents may be credited in RSUs |
| Termination treatment | Options: exercisable to extent vested within specified post-termination window; RSUs: unvested forfeited unless vesting is accelerated |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Status |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Kaiser in proxy |
Expertise & Qualifications
- Senior healthcare operator and academic leader (Temple University Health System President & CEO; Dean; Senior EVP) with major program build-outs and acquisitions (Fox Chase Cancer Center) .
- Managing Director at Alvarez & Marsal (Healthcare), bringing restructuring/operational expertise to Board oversight .
- Medical training and academic credentials: MD (Tulane, 1977), residencies/fellowships (UCLA; University of Toronto), and professorships across top institutions .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 32,500 (includes options currently exercisable or exercisable within 60 days of June 2, 2025) |
| Hedging policy | Directors and employees prohibited from hedging or offsetting declines in MDCX equity securities |
Directors’ service contracts: No arrangements for benefits upon termination of service as directors .
Insider Filings (Compliance)
| Item | Detail |
|---|---|
| Section 16(a) filings (2024) | Company-assisted filings; Form 3s for multiple directors (including Kaiser) were amended to add omitted stock options; management determined no untimely filings except for these amendments |
Governance Assessment
- Strengths: Kaiser’s independence, domain expertise in healthcare operations, and leadership of the Nominating Committee support board renewal and executive succession oversight; Board has clear anti-hedging policy, an established clawback policy, and fully independent Audit, Compensation, and Nominating committees .
- Compensation alignment: For 2024, Kaiser’s mix was primarily fixed cash ($60,000) plus modest option-based value ($30,257), with no RSUs or cash incentives—consistent with non-executive director pay practices and at-risk equity exposure via options .
- RED FLAGS / watch items:
- Multiple auditor changes within ~6 months (MNP → EisnerAmper → KPMG) reflect elevated oversight demands on the Audit Committee; while Kaiser is not a member, broader board rigor is warranted .
- Amended Section 16 Form 3s to correct omitted stock options (including Kaiser) indicate minor control lapses in equity disclosure processes, though corrected subsequently .
- Data gaps: Attendance percentages and director stock ownership guidelines are not disclosed in reviewed sections; Board mandate sets expectations for meeting frequency and attendance but no director-specific rates provided .