Duane DeSisto
About Duane DeSisto
Independent director at Modular Medical (MODD), age 70, appointed to the Board on July 5, 2023 and designated as Chair of the Compensation Committee upon appointment . He brings 45+ years of management experience and 25+ years in medical devices, notably as CEO of Insulet (maker of the first patch insulin pump) with an MBA from Bryant University and a BA from Providence College . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insulet Corporation | CEO | 2003–2014 | Led commercialization of patch insulin pump . |
| Insulet Corporation | President, CFO, Acting CEO | 2002–2003 | Senior leadership during scale-up . |
| Insulet Corporation | CFO & Treasurer | 2001–2002 | Built early finance function . |
| Paper Exchange | Executive | Not disclosed | E-business solutions in pulp/paper . |
| AAI-Foster Grant | Executive | Not disclosed | Retail eyewear provider . |
| Zoll Medical | Executive | Not disclosed | Defibrillator manufacturer . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in past 5 years | — | — | Biography references prior public company board service but no specific current or last-five-year public directorships are listed for Mr. DeSisto in the proxy . |
Board Governance
- Committee assignments (FY2024/2025): Compensation Committee Chair; Compensation members: DeSisto (Chair), Volkart. Audit: Felsher (Chair), Sheibley, Volkart. Nominating & Governance: Sheibley (Chair), Felsher .
- Independence: Board determined DeSisto is independent under Nasdaq standards .
- Attendance: Board held two meetings in fiscal 2024; each director attended at least 75% of Board and committee meetings of which they were a member .
- Hedging/Pledging: Company policy prohibits officers and directors from short sales; no explicit disclosure in proxy regarding pledging by directors .
- Section 16(a) compliance: One late Form 4 reported for DeSisto in July 2023 for his RSU grant at appointment .
Fixed Compensation
| Component | Structure | FY2024 Amounts (DeSisto) |
|---|---|---|
| Board retainer | $25,000 annually, paid quarterly in cash/options/stock at director’s election | $22,170 fees earned/paid in cash |
| Committee chair fee | +$5,000 annually for chair role (paid quarterly, same election mechanics) | Included in fee line above |
| Notes | Outside Director Compensation Plan governs; minimum $10.00/share used to calculate equity award share counts under the plan | Plan terms apply to all non-employee directors |
Performance Compensation
| Award Type | Terms | FY2024 Detail |
|---|---|---|
| Annual service equity award | $100,000 per year in stock or options, paid quarterly at director’s election; minimum $10/share for share count calculation | Covered by Director Plan; applies to all outside directors |
| New director equity award | Initial grant upon appointment; awards vest over three years | Granted RSU for 250,000 shares on July 2023 appointment; vests quarterly over 3 years |
| RSU vesting status | As of March 31, 2024 | 187,499 RSU shares unvested as of 3/31/2024 |
| Equity/option value recognized (FY2024) | Aggregate grant date fair value per ASC 718 | Stock awards: $239,603; Option awards: $0; Total comp: $261,773 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. DeSisto in the proxy . |
| Interlocks / related-party exposure | 8-K at appointment states no related-party transactions for Mr. DeSisto under Item 404(a) . Company’s Related Party Transactions section lists items for other insiders, not involving Mr. DeSisto . |
Expertise & Qualifications
- Medical device commercialization leadership (Insulet CEO 2003–2014) with deep insulin pump domain expertise .
- Financial/operational background spanning CFO and CEO roles in public companies .
- Education: MBA, Bryant University; BA, Providence College .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) | 139,989 shares; <1% of class |
| Options/warrants exercisable within 60 days | None reported for DeSisto |
| Unvested RSUs | 187,499 shares remained unvested as of 3/31/2024 from his 250,000-share grant |
| Pledging/hedging | Short sales prohibited by policy; no pledging disclosure specific to Mr. DeSisto in proxy |
Governance Assessment
- Strengths:
- Independent director and Compensation Committee Chair, aligning board oversight of executive and director pay; Compensation Committee comprised solely of independent directors .
- Relevant industry/operator experience in diabetes devices supports strategy and go-to-market discussions; adds commercialization perspective for MODD’s insulin pump .
- Attendance threshold met (>=75%) during FY2024 Board/committee meetings, indicating engagement .
- Watch items:
- One late Form 4 at appointment (administrative lapse) .
- Company reliance on equity compensation amid going concern risk and expected dilution; as Compensation Chair, stewardship of equity pool expansion (proxy seeking +3,000,000 shares to the 2017 Plan) is a focal area for investors’ alignment concerns .
- Conflicts/Related-party: None disclosed for Mr. DeSisto; independence affirmed by Board .