Colleen DiClaudio
About Colleen DiClaudio
Independent director of Marpai, Inc. since October 28, 2021; age 47 as of the June 30, 2025 record date; public health background and healthcare technology operator/entrepreneur . She founded and led 340B Technologies d/b/a Nuvem (Aug 2014–Aug 2024) and has served on the board of SRAX, Inc. since September 2017 . Education: M.P.H., University of Medicine and Dentistry of New Jersey; B.A., Public Health, Stockton University . The Board classifies her as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 340B Technologies d/b/a Nuvem | President & Founder | Aug 2014 – Aug 2024 | Oversaw day-to-day operations |
| CompleteCare Health Network | Vice President, Business Development | Jun 2009 – Aug 2014 | Business development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRAX, Inc. | Director | Sep 2017 – present (as disclosed) | Not disclosed in MRAI filings |
Board Governance
- Independence: Determined independent by the Board under Nasdaq Listing Rule 5605 .
- Committee assignments and chair roles:
- Audit Committee member; committee has three independent members (Shiv—chair, DiClaudio, Calabrese) . In FY2023, all members attended all meetings (4); in FY2024, all three members attended all meetings (4) .
- Compensation Committee chair; members are DiClaudio (chair) and Pons; committee met 6 times in FY2023 and 4 times in FY2024 .
- Director nominations: Company has no standing nominating committee; independent directors Sagiv Shiv and Colleen DiClaudio consider and recommend nominees .
| Committee | Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | 4 (all members attended all) | 4 (all three members attended all) |
| Compensation | Chair | 6 | 4 |
| Nominating (ad hoc by independents) | Member (independent) | N/A (no standing committee) | N/A (no standing committee) |
Governance policies:
- Compensation Committee may retain independent advisors and assesses advisor independence per SEC factors .
- Insider trading/anti-hedging policy prohibits short sales, options/derivatives, and speculative transactions; includes blackout and pre-clearance requirements .
Fixed Compensation
Director pay structure shifted from cash to equity, increasing alignment:
- Prior policy: $50,000 annual cash fee for independent directors (approved March 20, 2022) .
- As of Dec 7, 2023: Cash fee terminated; replaced by RSU grants—50,000 RSUs for independent directors; 60,000 RSUs for committee chairs and the Chairman (30% vests at grant; 35% year 1; 35% year 2) .
- On May 24, 2024: Additional grants approved—7,500 RSUs to each independent director per year of service; 5,000 RSUs to each non-independent director per year of service .
| Year/Policy | Cash Retainer | Equity Retainer (structure) | Vesting |
|---|---|---|---|
| 2022 policy | $50,000 annual cash for independent directors | N/A | N/A |
| Dec 7, 2023 update | Terminated | 50,000 RSUs for independents; 60,000 RSUs for committee chairs/Chairman | 30% at grant; 35% year 1; 35% year 2 |
| May 24, 2024 supplemental | N/A | 7,500 RSUs per year of service (independent); 5,000 RSUs per year of service (non-independent) | Not separately disclosed beyond standard vesting |
Note: In June 2024, a one-time 100,000 RSU grant was approved for a director tied to an uplisting project (50,000 vested 12/31/2024; 50,000 vest upon uplisting); recipient not named; second tranche not probable as of disclosure .
Performance Compensation
- Director equity is service-based RSUs; no performance metrics disclosed for director awards (time-based vesting) .
- No meeting fees disclosed for FY2024; “no director received and/or accrued any compensation” beyond the equity program in FY2024 .
| Instrument | Grant sizing | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (independent director) | 50,000 RSUs annually (policy from Dec 7, 2023) | 30% grant; 35% yr 1; 35% yr 2 | None disclosed (time-based) |
| RSUs (committee chair) | 60,000 RSUs annually (policy from Dec 7, 2023) | 30% grant; 35% yr 1; 35% yr 2 | None disclosed |
| RSUs (years-of-service) | 7,500 per year of service (independent); 5,000 per year (non-independent) | Not separately detailed | None disclosed |
Implication: As Compensation Committee Chair, Ms. DiClaudio is eligible under policy for the 60,000 RSU annual chair grant and service-year RSUs; award counts to her individually are not itemized in the filing .
Other Directorships & Interlocks
| Company | Role | Overlap/Conflict Indicator |
|---|---|---|
| SRAX, Inc. | Director since Sep 2017 | No related-party transactions with MRAI disclosed involving Ms. DiClaudio |
No additional public company directorships or interlocks disclosed for Ms. DiClaudio in MRAI filings .
Expertise & Qualifications
- Public health and healthcare technology operating experience (founder/operator of 340B/Nuvem) .
- Governance experience as chair of MRAI’s Compensation Committee and member of the Audit Committee .
- Academic credentials in public health (M.P.H.; B.A.) .
Equity Ownership
As of July 1, 2025:
- Beneficial ownership: 90,250 shares (<1% of outstanding) .
- Breakdown: 46,500 common shares; options for 43,750 shares at $4.44 per share (all vested) .
- Pledging/hedging: No pledging disclosed; anti-hedging policy in place prohibiting short sales and derivatives .
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 90,250 | <1% of 16,534,186 shares outstanding |
| Common shares (direct/indirect) | 46,500 | Direct holdings |
| Options (exercisable) | 43,750 | Exercise price $4.44; all vested |
| Shares pledged | Not disclosed | No pledging disclosure |
| Hedging policy | Prohibits hedging/derivatives | Company-wide insider trading policy |
Historical reference (as of Mar 7, 2024): She held options to purchase 43,750 shares at $4.44, with 36,458 vested at that time .
Governance Assessment
Strengths
- Independent director with dual committee leadership/oversight roles (Compensation Chair; Audit member), supporting checks and balances .
- Documented committee engagement and high attendance at Audit Committee (all members attended all meetings in FY2023 and FY2024) .
- Director pay pivoted from cash retainers to multi-year RSUs, improving shareholder alignment; additional service-based RSUs enhance ownership incentives .
- Compensation Committee empowered to retain independent advisors and evaluate their independence, supporting sound pay governance .
Watch items / Potential red flags
- Nominating governance relies on two independent directors (Shiv and DiClaudio) rather than a standing committee; while compliant, concentration of nominations in a small group warrants monitoring of refreshment practices .
- One-time discretionary RSU grant tied to uplisting for an unnamed director introduces potential for ad hoc awards; second tranche contingent and “not probable” as of disclosure, but tracking is prudent .
- Ownership stake <1% delivers alignment but is modest; option holdings are fully vested, so future retention incentives depend on ongoing RSU awards .
Related-party and conflicts
- No related-party transactions or conflicts disclosed involving Ms. DiClaudio .
- Anti-hedging policy reduces misalignment risk; no disclosure of share pledging for Ms. DiClaudio .
Overall: Ms. DiClaudio presents as an engaged, independent director with relevant healthcare operating expertise and key committee leadership. The equity-heavy director pay structure and anti-hedging policy support alignment. Governance monitoring should focus on the nominations process concentration and any future discretionary director awards.