Louis Silverman
About Louis E. Silverman
Louis E. Silverman, age 66, has served as an independent director of Oncocyte (OCX) since November 2022 and previously as Lead Independent Director from February 2023 to July 2024. He is Chairperson and CEO of Hicuity Health (formerly Advanced ICU Care) since 2014 and holds a B.A. from Amherst College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicuity Health (Advanced ICU Care) | Chairperson & CEO | 2014–present | Scaled remote patient monitoring services to hospitals |
| Veradigm Inc. (MDRX) | Director | Feb 2025–present | Board member; healthcare IT (EHR/practice management) |
| STAAR Surgical (STAA) | Director | 2014–2022; Apr 2025–present | Audit and Nominating/Governance Committee member |
| Marina Medical Billing Services | CEO | 2009–2012 | Revenue cycle management; ER physician services |
| LifeComm (Qualcomm-backed) | President & CEO | 2008–2009 | Health tech startup leadership |
| Quality Systems, Inc. | President & CEO | 2000–2008 | Public healthcare software company leadership |
| CorVel Corporation | Multiple roles incl. COO | 1993–2000 | Managed care services/technology; operational leadership |
External Roles
| Company | Role | Start | Committees |
|---|---|---|---|
| STAAR Surgical (STAA) | Director | Apr 2025 | Audit (Member); Nominating & Governance (Member) |
| Veradigm Inc. (MDRX) | Director | Feb 2025 | Not disclosed in OCX proxy |
Board Governance
- Committee assignments at OCX (all independent committees): Audit Committee (Member; designated audit committee financial expert), Compensation Committee (Chair), Nominating/Corporate Governance Committee (Member) .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2); meets audit committee financial expert criteria per SEC rules .
- Attendance: Board met 11 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at least quarterly without management present .
- Policies: Hedging/short-sale policy prohibits hedging/derivative monetization; Clawback policy adopted Nov 2023 for excess incentive compensation upon restatements .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $77,177 | Paid quarterly |
| Committee/meeting fees | Not separately disclosed | Retainer covers service; expenses reimbursed |
| Chairman differential (for Chair of Board; not Silverman) | $87,177 | Applies to Board Chair (Arno) |
Performance Compensation
| Equity Award | Grant Structure | 2024 Value | Vesting | Expiration |
|---|---|---|---|---|
| Stock options (non-employee director) | 30,000 options under Equity Incentive Plan | $74,187 (grant date fair value) | Vest 1 year from grant (or next annual meeting), service-based | 10 years from grant |
| RSUs (non-employee director) | None in 2024 | — | — | — |
Methodology: Option values computed per ASC 718 using Black-Scholes; time-based vesting aligns director incentives with tenure and shareholder value without short-term metrics .
Other Directorships & Interlocks
- Silverman’s current external boards (STAA, MDRX) are in healthcare devices and health IT; no OCX-disclosed related-party transactions with these entities. OCX’s disclosed related-party transactions primarily involve Bio-Rad and certain investors, with a director (Andrew Last) recusing from Bio-Rad matters; no transactions disclosed involving Silverman or Hicuity Health .
- Interlock risk: Low; industries are adjacent but not supplier/customer to OCX per disclosures .
Expertise & Qualifications
- Audit Committee Financial Expert designation; financial sophistication under SEC/Nasdaq rules .
- Extensive CEO experience across healthcare services and IT; board experience at public companies (STAA, MDRX) .
- Education: B.A., Amherst College; MBA, Harvard Business School .
Equity Ownership
| Holder | Shares (Common) | Options Exercisable/within 60 days | RSUs Outstanding | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Louis E. Silverman | 1,564 | 37,024 | 1,561 (as of 12/31/24 outstanding; not beneficial unless vested) | 38,588 | <1% |
- Hedging/pledging: Company policy prohibits hedging/monetization transactions; no pledging disclosed for Silverman .
- Ownership guidelines: Not disclosed for directors in proxy; compliance status not provided .
Insider Trades
| Date | Form | Summary | Source |
|---|---|---|---|
| 2023 (specific date in filing index) | Form 4 | Form 4 filed by “SILVERMAN LOU” as reporting person at OCX; details available in SEC filing index | |
| Jul 3, 2025 | Form 4 | Form 4 signature date indicates filing by Louis E. Silverman; consult filing for transaction details |
Note: Our insider-trades skill did not return OCX transactions for 2024–2025 in the specified range; use SEC links to review Form 4 details directly [Readout indicates none found via skill].
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; chairs Compensation Committee and serves on Audit and Nominating/Governance—signals strong governance competency .
- Solid engagement: 2024 Board/committee attendance at or above 75%; structured executive sessions; robust hedging prohibition and clawback policy adoption .
- Ownership alignment: Direct/option holdings, service-based vesting; no pledging disclosed .
- Watch items:
- Equity plan expansion increases dilution capacity; as Compensation Chair and equity plan beneficiary, Silverman has an inherent interest—appropriately disclosed under “Interest of Directors and Executive Officers” .
- Multiple committee roles may concentrate governance workload; continued performance monitoring advised .
- Related-party transactions exist with Bio-Rad (not tied to Silverman); governance mitigations include director recusal and committee oversight .
Overall: Silverman’s profile supports investor confidence in board effectiveness—independence, financial expertise, and consistent attendance—while equity plan oversight and disclosure practices warrant standard ongoing scrutiny .