Michael Harsh
About Michael Harsh
Independent director since 2015; age 71 as of the 2025 proxy. Electrical Engineering degree from Marquette University; 36-year career at GE culminating as VP & CTO of GE Healthcare, and Global Technology Leader – Imaging Technologies at GE Global Research (2004). Co-founder and Chief Product Officer of Terapede Systems (since 2015); NIH RADx COVID-19 Portfolio Executive; multiple medical imaging patents; elected to AIMBE College of Fellows in 2008. Board roles include Compute Health (NYSE: CPUH-UN), Imagion Biosystems (IBX.AX), EmOpti; RSNA R&E Foundation Trustee; McKinsey Senior Advisor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Healthcare | Vice President & Chief Technology Officer | 36-year GE career (culminating as CTO; dates not fully disclosed) | Led global science/technology and R&D in diagnostics, healthcare IT, life sciences |
| GE Global Research Center | Global Technology Leader – Imaging Technologies | Named in 2004 | Led imaging research across GE, plus computer visualization and superconducting systems |
| Terapede Systems | Co-founder and Chief Product Officer | Co-founded in 2015; ongoing | Ultra-high resolution medical flat panel X-ray detector startup |
| FloDesign Sonics | Director (prior) | Until acquisition by MilliporeSigma (Merck Group) | Board-level oversight until exit |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Compute Health (NYSE: CPUH-UN) | Director | Public | Board member |
| Imagion Biosystems (IBX.AX) | Director | Public (ASX) | Board member |
| EmOpti | Director | Private | Board member |
| RSNA R&E Foundation | Board of Trustees | Non-profit | Trustee |
| McKinsey | Senior Advisor | Private | Advisor in medical device industry |
| NIH RADx COVID-19 Response | Portfolio Executive | Government program | Diagnostics portfolio leadership |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Corporate Governance & Nominating Committee Chair .
- Independence: Board determined Harsh is independent under Nasdaq standards (Audit and Compensation committees comprised of independent directors) .
- Attendance and engagement: Board met 2 times in 2024; Audit Committee met 4 times; Compensation and Corporate Governance & Nominating Committees acted by written consent; no director attended less than 75% of Board/committee meetings in 2024 .
- Board leadership: CEO is also Chairman; Board has not named a Lead Independent Director .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Meeting Fees | Notes |
|---|---|---|---|
| 2024 | 40,000 | None disclosed | Non-employee director policy pays $40,000 annually, quarterly in arrears |
Performance Compensation
| Year | Instrument | Grant Details | Vesting | Grant Date Fair Value ($) | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Stock Options | 600 options at $1.59 per share; post reverse splits adjusted to 0.3429 options at $2,782.50 exercise price | 3 equal annual installments beginning on first anniversary (per policy) | 954 (Harsh’s option award value in 2024) | None disclosed for directors |
| 2025 | RSUs | 5,384 RSUs (one-for-one common) to each non-employee director | Vest in full on June 11, 2026 | Not disclosed in proxy | None disclosed |
Policy shift: Company did not issue annual options in Jan 2025 due to reverse splits; substituted a one-time RSU grant effective July 11, 2025 .
Other Directorships & Interlocks
| Company | Sector Overlap with NDRA | Potential Interlock/Conflict |
|---|---|---|
| Compute Health (CPUH-UN) | Healthcare/Med-tech | No related-party transactions disclosed involving Harsh . |
| Imagion Biosystems (IBX.AX) | Medical imaging/diagnostics | No related-party transactions disclosed involving Harsh . |
| EmOpti | Healthcare operations | No related-party transactions disclosed involving Harsh . |
| RSNA R&E Foundation | Medical imaging | Non-profit role; no NDRA transactions disclosed . |
- Related-party transactions: Disclosures since 1/1/2023 list transactions involving other directors (e.g., Tokman consulting; DiGiandomenico securities purchases) but none involving Harsh .
Expertise & Qualifications
- Technical leadership in medical imaging (GE CTO; imaging research leader) .
- Entrepreneurial product development (Terapede Systems co-founder/CPO) .
- Diagnostics portfolio management (NIH RADx) .
- Recognized innovator: AIMBE College of Fellows; numerous U.S. patents .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Breakdown |
|---|---|---|---|
| Michael Harsh | 11 | * (<1%) | 2 common shares + 9 option shares exercisable/within 60 days |
- Outstanding director options (as of 12/31/2024): Harsh had options covering 11 shares post reverse-split adjustments .
- Pledging/hedging: No pledging or hedging by Harsh disclosed; Company maintains insider trading policy .
- Ownership guidelines: Not disclosed for directors .
Insider Trades
| Date | Security | Action | Quantity | Price | Filing Note |
|---|---|---|---|---|---|
| Jan 2, 2024 | Stock options | Grant | 600 pre-split (adjusted to 0.3429 post splits) | $1.59 pre-split; $2,782.50 post-split exercise price | Form 4 filed Feb 23, 2024 (late filing noted) |
Governance Assessment
- Strengths:
- Deep domain expertise in imaging and diagnostics; leadership experience at GE Healthcare; multiple external boards bring sector insights .
- Independent director; chairs Corporate Governance & Nominating; serves on Audit and Compensation, supporting oversight breadth .
- No Harsh-related party transactions disclosed; insider trading policy in place .
- Watch items / RED FLAGS:
- Very limited personal ownership (<1%); alignment relies on annual equity grants; RSU substitution in 2025 reduces performance linkage vs options .
- Board has combined CEO/Chair and no Lead Independent Director, which can concentrate control and dilute independent oversight .
- Compensation and Governance committees did not meet separately in 2024 (acted by written consent), which may limit real-time deliberation visibility .
- Late Form 4 filing for the Jan 2, 2024 option grant (filed Feb 23, 2024) indicates minor compliance lapse .