Dr. Jeffrey Yu
About Dr. Jeffrey Yu
Dr. Jeffrey Yu, age 57, is OneMedNet’s Founder, Chief Medical Officer, Vice President, and Chairman of the Board, roles held since 2023; he is a board‑certified Radiologist and fellowship-trained, board‑certified in Nuclear Medicine, with 28 years of healthcare IT experience . He conceived the company’s legacy concept in 2015 and earlier helped develop the BEAM electronic sharing solution to improve stroke and trauma outcomes; he holds a B.S. from UC Berkeley, an M.D. from Wake Forest, conducted MRI research at Stanford, and completed residency/fellowship at the Mallinckrodt Institute at Washington University . Governance note: Yu serves as non‑independent Chairman while Aaron Green is CEO (roles are separated), and all board committees are comprised solely of independent directors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OneMedNet (Legacy ONMD) | Founder of concept; strategic decision-maker | 2015–present | Commercialized BEAM product; continued strategic leadership |
| BEAM solution development (small research group) | Early R&D in electronic image sharing | 2006–2015 | Enabled rapid, secure image transfer improving stroke/trauma care |
External Roles
- Not disclosed in company filings .
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus paid ($) |
|---|---|---|---|
| 2024 | 300,000 | Not disclosed | 0 |
Salary-to-equity conversion (in-lieu of cash):
| Grant date | Instrument | Shares | Grant‑date fair value ($) | Vesting |
|---|---|---|---|---|
| Oct 1, 2024 | RSUs | 230,769 | 132,216 | Cliff vest July 1, 2025 |
Director compensation (executive directors appear in “Executive Compensation”):
| Policy | Annual director equity | Dr. Yu 2024 director stock awards ($) | Cash fees |
|---|---|---|---|
| Adopted April 2024 | 45,000 RSUs per full year | 19,350 | None |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | Not disclosed | Not disclosed | No bonuses approved | $0 | N/A |
| RSUs (Oct 1, 2024, in‑lieu of salary) | Time-based | N/A | N/A | 230,769 RSUs; $132,216 FV | Vest July 1, 2025 |
| Director RSUs (policy) | Time-based | N/A | N/A | 45,000 RSUs per year (policy) | Annual grant schedule |
No performance metric disclosure (e.g., revenue/EBITDA/TSR) tied to Yu’s awards in 2024; RSUs are time‑based and one grant replaced cash salary .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,097,987 shares | As of Oct 23, 2025; excludes certain family trusts where Yu lacks investment control |
| Ownership % of outstanding | 13.8% | Based on 51,157,069 shares outstanding |
| RSUs vested or vesting within 60 days (as of record date) | 275,769 shares | Includes vested/near‑vesting RSUs; 230,769 cliff vested July 1, 2025 |
| Warrants | 37,862 | Includes PIPE and public warrants |
| Pledging of shares | Not disclosed; hedging/short sales/options prohibited by policy | Insider Trading Policy bans hedging “cashless collars,” short sales, and options |
| Ownership guidelines | Not disclosed | N/A |
Employment Terms
| Item | Detail |
|---|---|
| Current roles | Chief Medical Officer, Vice President, Chairman of the Board |
| Director/executive start | Director since Nov 2023; executive officer since 2023 |
| Base salary | $300,000 (2024) |
| 2024 pay structure change | 230,769 RSUs in-lieu of $132,216 salary; vest July 1, 2025 |
| Severance/Change-of-control terms | Not disclosed |
| Clawback | Adopted Nov 2024; recovers erroneously awarded incentive comp for past 3 fiscal years; misconduct clawbacks possible |
| Hedging/Pledging | Hedging, short sales, and options prohibited; blackout periods apply |
Board Governance (Yu as Director)
- Service: Director since Nov 2023; Chairman of the Board .
- Independence: Not independent due to executive role; board maintains majority independence .
- Committee roles: Committees comprise only independent directors; Yu not listed on audit, compensation, or nominating committees .
- Chairs: Audit Committee Chair—Dr. Kenneth Alleyne; Compensation Committee Chair—Andrew Zeinfeld; Nominating & Corporate Governance Chair—Eric Casaburi .
- Board/attendance: Board held two meetings in 2024; no director <75% attendance .
- Executive sessions: Independent directors meet in executive session during each regular board meeting .
- Dual-role implications: Roles of CEO and Chairman are separated (CEO: Aaron Green; Chair: Yu), mitigating CEO‑Chair concentration risk; Yu’s non‑independence as Chair requires robust independent committee oversight, which is present .
Related Party Transactions (Alignment and potential conflicts)
| Date | Type | Amount/Terms | Result |
|---|---|---|---|
| 2019–2023 | Convertible promissory notes & warrants to related parties | $12.3M related‑party notes; 2,976,000 warrants to related parties | Converted to common at Business Combination closing |
| Apr–Dec 2023 | Shareholder loans (Yu & Kosasa) | $954k; 8% interest; 1‑year maturity; non‑convertible | $0.5M converted into PIPE Note at closing on Nov 7, 2023 |
| 2024 (to report date) | Additional shareholder loans (Yu & Kosasa) | $2.0M total; $1.6M convertible at $0.7535; $0.4M at 8% non‑convertible; $0.2M repaid to Yu | Ongoing financing support |
| Jun 17–19, 2025 | Pre‑Closing PIPE Notes conversion | ~$1.66M converted into 1,453,174 shares at $1.14 (includes Yu) | Reduced debt; increased alignment |
| Jun 19, 2025 | Loan conversion (Yu) | ~$1.3M converted into 1,828,280 shares at $0.71 | Debt/equity de‑risking; ownership increase |
| Jun 20, 2025 | Direct equity subscription (Yu) | $700,000 for 1,666,666 shares at $0.42 | Additional capital infusion; stronger alignment |
Risk Indicators & Red Flags
- Section 16 reporting timeliness: Company disclosed late Form 4 filings, including Yu’s 230,769 RSUs granted Oct 1, 2024 (Form 4 not timely filed) .
- Hedging/short‑term trading risks: Policy bans hedging, short sales, and options, reducing misalignment but does not explicitly address pledging in the text provided .
Expertise & Qualifications
- Education: B.S. UC Berkeley; M.D. Wake Forest; MRI research at Stanford; residency/fellowship at Mallinckrodt Institute, Washington University .
- Technical/industry: 28 years healthcare IT; developed BEAM solution; clinical radiology/nuclear medicine credentials .
- Board qualifications: Extensive healthcare IT and clinical background; non‑independent executive director .
Equity Awards Outstanding (as of Dec 31, 2024)
| Name | Grant date | Options exercisable | Options unexercisable | Strike ($) | Expiry | Unvested RSUs (#) | Market value ($) |
|---|---|---|---|---|---|---|---|
| Dr. Jeffrey Yu | Oct 1, 2024 | — | — | — | — | 230,769 | 313,846 (at $1.36) |
Compensation Structure Analysis
- Shift to equity: 2024 included RSUs in‑lieu of cash salary ($132,216), increasing at‑risk, time‑based equity and conserving cash .
- Options: No option awards to Yu disclosed; equity grants are RSUs with time‑based vesting .
- Bonuses: No 2024 bonuses approved for executives (including Yu), limiting discretionary payouts absent disclosed performance attainment .
- Clawback: Adopted Nov 2024, strengthening pay discipline, covering restatements and misconduct .
- Repricing/modification: No option repricings disclosed; RSU vesting terms straightforward .
Vesting Schedules & Insider Selling Pressure
- Key date: 230,769 RSUs vested July 1, 2025 (cliff), potentially adding to tradable float for Yu post‑vesting; blackout/insider trading policy applies .
- Near‑term RSUs: 275,769 RSUs vested or vest within 60 days of Oct 23, 2025, reflecting elevated near‑term supply potential .
Equity Ownership & Alignment (Summary Table)
| Metric | Value |
|---|---|
| Beneficial ownership | 7,097,987 shares |
| Ownership % | 13.8% |
| Warrants | 37,862 |
| RSUs vested/vesting | 275,769 |
Employment Contracts, Severance, Change‑of‑Control
- Employment structure: Compensation Committee approved Yu’s compensation arrangements; detailed severance or change‑of‑control terms not disclosed for Yu .
- Non‑compete/non‑solicit/garden leave: Not disclosed .
Say‑on‑Pay & Peer Group
- Compensation peer group, target percentile, and say‑on‑pay outcomes: Not disclosed in the cited proxy materials .
Investment Implications
- Alignment is strong: Yu holds 13.8% of shares and converted/purchased significant additional equity in 2025 ($1.3M loan conversion; $700k direct subscription), signaling conviction and reducing leverage risk .
- Near‑term supply: July 1, 2025 RSU cliff (230,769) and 275,769 vested/near‑vest RSUs by Oct 2025 may create intermittent selling pressure; policy‑mandated blackout periods and hedging bans temper speculative activity .
- Governance: Non‑independent Chair with independent CEO and committees moderates dual‑role risk; independent executive sessions at each meeting provide oversight .
- Pay‑for‑performance: Lack of disclosed performance metrics for Yu’s awards (time‑based RSUs; no 2024 bonuses) limits external assessment of incentive alignment with operating KPIs; clawback adoption improves accountability .