David McDonald
NuwellisAbout David McDonald
David McDonald, 64, has served as an independent director of Nuwellis (NUWE) since November 2023 and is designated by the Board as an “audit committee financial expert.” He is Vice Chairman, Healthcare Life Science Investment Banking at Lake Street Capital Markets and holds a B.A. in Economics from St. Olaf College. He is a Class I director with a term ending at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lake Street Capital Markets | Vice Chairman, Healthcare Life Science Investment Banking | Not disclosed | Capital markets advisory to emerging growth healthcare companies |
| SillaJen Biotherapeutics | Senior Financial & Business Development Executive | Jun 2013 – Dec 2015 | Oncology industry operating and BD experience |
| Delcath Systems | Senior Financial & Business Development Executive; CFO until Oct 2011 | Sep 2009 – May 2013 | Public company finance and BD exposure |
| AngioDynamics | Senior Financial & Business Development Executive | Jul 2008 – Sep 2009 | Device industry operating experience |
| RBC Capital Markets | Healthcare investment banker, equity research analyst, investor | May 2000 – Jun 2005 | Capital markets expertise |
| Investment Advisors, Inc. | Investment professional | Sep 1994 – Feb 2000 | Buy-side perspective |
| Wessels, Arnold & Henderson (acquired by RBC) | Investment banker | Jan 1989 – Sep 1994 | ECM/DCM/M&A experience |
| American Express | Financial role | Jun 1986 – Dec 1989 | Financial services experience |
| Adams, Harkness & Hill (acquired by Canaccord Genuity) | Investment professional | Sep 1982 – May 1986 | Early-career capital markets experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography/board listings for Mr. McDonald |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Committee assignments (2024 governance year): Audit Committee member; Nominating & Corporate Governance Committee member; not listed on Compensation Committee. Audit Committee chaired by Gregory D. Waller; Nominating chaired by Mike McCormick; Compensation chaired by Dr. Archelle Georgiou. Committee meetings in 2024: Audit 4; Compensation 3; Nominating 2.
- Audit committee financial expert: The Board determined Mr. McDonald (and Mr. Waller) qualify as “audit committee financial experts” under SEC rules and that he meets Nasdaq independence standards.
- Independence: Board affirmatively determined Mr. McDonald is independent under Nasdaq rules; all committee members meet applicable SEC/Nasdaq independence requirements.
- Attendance and engagement: The Board met 27 times in 2024; each director attended at least 75% of the aggregate of Board and committee meetings for which they served that year. Non-employee directors hold regular executive sessions without management.
- Board leadership context: As of 2025, the Chair role is combined with the interim CEO role (John L. Erb) pending a CEO search; the Board reviews leadership structure as circumstances evolve.
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 0 | 47,246 |
| Option Awards ($) | 0 | 7,099 |
| Total ($) | 0 | 54,345 |
- Director pay framework: Annual cash retainer $45,000; Audit Committee chair $15,000/member $7,500; Nominating & Corporate Governance chair $10,000/member $5,000; Compensation Committee chair $10,000/member $5,000; paid quarterly. Lead Independent Director +$10,000; Board Chair +$15,000.
- 2024 governance adjustments: The Board agreed not to receive the annual equity grant tied to the 2024 annual meeting; cash and committee fees were restored November 1, 2024 after a temporary reduction to lower burn.
Performance Compensation
| Equity Detail | 2023 | 2024 |
|---|---|---|
| Annual equity vehicle | Stock options (policy) | Stock options (policy); Board waived annual meeting grant for 2024 |
| Grant date (all directors, if granted) | May 19, 2023; ~$2.73 grant-date FV/share (policy example; Mr. McDonald had no grant) | Jan 2, 2024 options valued at ~$24.15 grant-date FV/share for directors who received grants |
| Vesting design (policy) | 1/12th monthly; fully vested at 1-year | 1/12th monthly; fully vested at 1-year (policy description) |
| Outstanding options at year-end (shares) | 0 as of 12/31/2023 | 324 as of 12/31/2024 |
Notes: The Non-Employee Director Compensation Policy provides for annual option awards sized at 0.40% of common shares outstanding (as measured at a prior year-end) with monthly vesting; the Board declined the annual meeting equity grant for 2024.
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Tenure |
|---|---|---|---|---|
| Not disclosed | — | — | — | — |
| No other public company directorships for Mr. McDonald are disclosed in the proxy. |
Expertise & Qualifications
- Capital markets and M&A: 35+ years across investment banking, equity research, and investing; advised on hundreds of M&A/financing transactions.
- Audit/financial oversight: Designated “audit committee financial expert” by the Board.
- Industry breadth: Operating and BD roles in oncology and medical devices (SillaJen, Delcath, AngioDynamics).
- Education: B.A., Economics (St. Olaf College).
Equity Ownership
| As-of Date | Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial (calc) | Shares Outstanding | % of Class |
|---|---|---|---|---|---|
| Apr 8, 2024 | — | 5,683 | 5,683 | 6,801,443 | <1% |
| Mar 25, 2025 | — | 324 | 324 | 4,373,968 | <1% |
| Jun 9, 2025 | 110 | — | 110 | 130,154 | <1% |
Notes: Table reflects reported beneficial ownership definitions (includes options/RSUs/warrants exercisable/vesting within 60 days, where applicable).
Governance Assessment
- Independence and oversight: McDonald is an independent director and serves on two oversight-centric committees (Audit; Nominating & Corporate Governance); he is designated an “audit committee financial expert,” strengthening financial reporting oversight.
- Engagement: Board met 27 times in 2024; each director met the ≥75% attendance expectation, indicating baseline engagement.
- Alignment and pay design: Director pay uses a conventional cash retainer plus equity options; 2024 total for McDonald was modest ($54,345), and the Board waived the 2024 annual meeting equity grant—signals cost discipline amid capital constraints.
- Ownership “skin in the game”: Reported beneficial ownership remains de minimis (<1%), typical for micro-caps but offers limited personal capital at risk; hedging/monetization transactions are prohibited under the Insider Trading Policy, supporting alignment.
- Potential conflict watchpoint (not an identified related-party transaction): McDonald’s senior investment banking role could present perceived conflicts in future financings; however, the Board affirmed his independence and disclosed no McDonald-related related-person transactions in the independence discussion (the only specific related-party review disclosed pertained to another director’s customer relationship). Continued Audit Committee oversight and pre-approval policies mitigate risk.
Board Governance (Detail)
- Committee meetings held in 2024: Audit (4), Compensation (3), Nominating & Corporate Governance (2).
- Leadership structure: Chair role combined with interim CEO in 2025 pending a CEO search; Board reassesses structure as needed.
- Executive sessions: Non-employee directors meet without management on a regular basis.
Fixed Compensation (Policy Detail)
- Annual cash retainer: $45,000; Audit member $7,500; Nominating member $5,000; paid quarterly. Lead Independent Director +$10,000; Chair of the Board +$15,000.
Performance Compensation (Design Detail)
- Equity: Annual stock options sized at 0.40% of common shares outstanding (reference measurement date per policy); vest 1/12 monthly over one year; Board waived the 2024 annual meeting grant.
Related-Party & Risk Controls
- Independence determinations: Board annually reviews independence and committee eligibility under Nasdaq/SEC rules; McDonald affirmed independent.
- Auditor oversight: Audit Committee (including McDonald) pre-approves audit and permissible non-audit services and reviews independence; recommended 10-K inclusion after required discussions with the auditor.
- Insider trading/hedging: Amended Insider Trading Policy (effective Apr 1, 2025) prohibits hedging/monetization transactions and imposes blackout/pre-clearance and 10b5-1 plan guidelines.