Maria Rosa Costanzo, M.D.
NuwellisAbout Maria Rosa Costanzo, M.D.
Independent director of Nuwellis (NUWE), age 70, serving since September 2019; currently a Class II director with term ending at the 2027 annual meeting. A cardiologist with deep heart failure expertise, she retired from long-time clinical leadership roles in mid-2024 and holds an M.D. with honors from the University of Bologna. The Board has affirmatively determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advocate Heart Institute; Edward Hospital Center (IL) | Medical Director, Heart Failure Research; Medical Director, Advanced Heart Failure | 2002–Jul 2024 | Led advanced HF programs and research operations |
| Midwest Cardiovascular Institute (MCI) | Consultant (post-retirement) | Jun 2024–present | Advisory capacity in cardiovascular care |
| Rush University Medical Center; Rush Medical College | Medical Director, HF/Cardiac Transplant Program; John H. & Margaret V. Krehbiel Professor of Cardiology | 1994–2001 | Directed transplant/HF program; academic leadership |
| Loyola University Chicago | Medical Director, HF & Cardiac Transplant Program | 1988–1994 | Built HF/transplant program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heart Failure Society of America | Director (Board member) | Current | Non-profit professional society |
| American Board of Internal Medicine | Exam Writing Committee, Advanced Heart Failure & Transplant Cardiology | Since 2012 | National exam content contributor |
| Journal of Heart and Lung Transplantation | Editor-in-Chief | 1995–2000 | Led peer-review journal |
| National Heart, Lung, and Blood Institute (HHS) | Advisory Council Member | 2002–2006 | Appointed 4-year term by HHS Secretary |
| Professional Societies | Fellow/member ACC, ACP, AHA, ESC; Gold Member HFA-ESC; Ordine Dei Medici | Various | Broad clinical recognition and affiliations |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; not a chair. Audit Committee chaired by Gregory Waller; Compensation Committee chaired by Archelle Georgiou; Nominating & Corporate Governance chaired by Michael McCormick. Committee meetings held in 2024: Audit 4; Compensation 3; Nominating 2.
- Independence: Board determined Dr. Costanzo is independent under Nasdaq and SEC rules; all standing committees composed of independent directors.
- Attendance and engagement: Board met 27 times in 2024; each director attended at least 75% of Board and committee meetings; non-employee directors hold regular executive sessions.
- Board class/tenure: Class II; term ending 2027; director since September 2019.
Fixed Compensation
| Year | Cash Retainer (policy) | Committee Fees (policy) | Chair Fees (policy) | Fees Earned (actual) | Notes |
|---|---|---|---|---|---|
| 2024 | $45,000 | NomGov member: $5,000; Audit member: $7,500; Comp member: $5,000 (per committee, annual) | Chair adders: Audit $15,000; Comp $10,000; NomGov $10,000 | $41,084 | Cash paid quarterly; amounts reflect retainer plus committee membership; Board did not receive equity grants in 2024 |
Performance Compensation
| Element | 2024 Status | Policy Terms | Vesting/Valuation |
|---|---|---|---|
| Annual equity grant eligibility | Board agreed not to receive grants in 2024 | Eligible option award equal to 0.40% of total common shares outstanding (as of Dec 31 prior year); eligible again at 2025 annual meeting | Time-based vesting: 1/12 monthly over 1 year; grant date fair value example (Jan 2, 2024 options): ~$24.15 per share |
| Individual equity election | Dr. Costanzo elected not to receive any equity compensation | N/A | No outstanding options as of Dec 31, 2024 |
No performance-based metrics (TSR, revenue, EBITDA, ESG) are disclosed for director compensation; director equity awards, when granted, are time-vested stock options.
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committees |
|---|---|---|---|
| Heart Failure Society of America | Non-profit | Director | Not specified |
| Other public company boards | — | None disclosed | — |
- Related-party exposure: The Company reports no related party transactions required under Item 404 for 2024 and 2023. Board reviewed other directors’ relationships (e.g., CorRen Medical) and maintained independence determinations; no related transactions disclosed for Dr. Costanzo.
Expertise & Qualifications
- Core credentials: Internationally recognized cardiologist in advanced heart failure and transplant; led multi-center clinical trials; extensive academic and editorial leadership.
- Education: M.D. with honors from Facoltà di Medicina e Chirurgia dell’Università di Bologna, Italy.
- Board qualifications: Deep medical device and clinical HF domain expertise aligned with NUWE’s Aquadex SmartFlow strategy.
Equity Ownership
| Holder | Beneficially Owned Shares | Percent Ownership | Shares Outstanding Reference |
|---|---|---|---|
| Maria Rosa Costanzo, M.D. | 0 | * (less than 1%) | 130,154 shares outstanding as of Jun 9, 2025 |
- Options/RSUs: No outstanding options; elected not to receive equity; no RSUs disclosed.
- Hedging/pledging: Insider Trading Compliance Policy prohibits hedging/monetization transactions; quarterly blackout and pre-clearance apply to directors. Pledging not specifically referenced; hedging is prohibited.
Governance Assessment
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Strengths
- Independent director with highly relevant HF clinical and research expertise, supporting product strategy and risk oversight.
- Active on the Nominating & Corporate Governance Committee; Board conducts annual evaluations and maintains formal charters and Corporate Governance Guidelines.
- Attendance threshold met (≥75% in 2024); regular executive sessions enhance independent oversight.
-
Concerns and RED FLAGS
- Zero beneficial ownership and no equity participation in 2024 could signal weaker alignment with shareholders for a micro-cap; Board-wide pause on equity awards exacerbates alignment concerns.
- Not a committee chair; limited direct leadership leverage on Audit/Compensation agenda-setting.
-
Conflicts
- No related person transactions reported for 2024–2023; no NUWE-related conflicts disclosed for Dr. Costanzo.
-
Policy environment
- Strong Insider Trading Policy with hedging prohibitions; all standing committees comprised of independent directors; robust governance framework posted and chartered.
Net assessment: High domain expertise and independence bolster board effectiveness; however, lack of equity ownership and the 2024 suspension of director equity grants reduce “skin-in-the-game” signals important to investor confidence.