Dr. Thomas Kosasa
About Dr. Thomas Kosasa
Dr. Thomas Kosasa is an independent Class I director of OneMedNet Corporation; age 80, director since November 2023 with term expiring in 2027. He is a renowned Ob/Gyn/Fertility specialist at Pacific In Vitro Fertilization Institute, professor of reproductive endocrinology at the University of Hawaii’s John A. Burns School of Medicine, and a retired U.S. Army Major who led gyn-surgical services at Martin Army Hospital; education includes Dartmouth (B.A.) and McGill University (M.D.), with residency/fellowship training at Harvard-affiliated hospitals (Boston Hospital for Women and Peter Bent Brigham) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Army Hospital, Fort Benning | Chief of Gyn-Surgical Service; Director, Infertility Division | — | Clinical leadership in gyn surgery and infertility |
| Harvard Medical School-affiliated hospitals | Residency in Ob/Gyn; Reproductive Endocrinology Fellowship | — | Advanced clinical training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific In Vitro Fertilization Institute | Ob/Gyn/Fertility Specialist | — | Active clinical practice |
| Pan Pacific Surgical | Board of Trustees | — | Governance in surgical association |
| University of Hawaii, JABSOM | Professor of Reproductive Endocrinology | — | Academic appointment |
| U.S. Food and Drug Administration | Consultant for Maternal & Reproductive Health | — | Regulatory advisory role |
| Hawaii State Board of Medical Examiners | Past Member | — | State medical oversight |
| Professional Societies | Member (ACOG, American Fertility Society, etc.) | — | Professional engagement |
Board Governance
- Independence: The Board determined Dr. Kosasa is independent under SEC/Nasdaq rules .
- Board structure and oversight: Independent directors meet in executive session during each regularly scheduled Board meeting; Board separated Chair and CEO roles; committees independently oversee risk including cybersecurity (Audit), compensation risk (Compensation), independence/conflicts (Nominating) .
- Attendance: In 2024, the Board held 2 meetings; no director attended fewer than 75% of Board and committee meetings; four directors attended the 2024 annual meeting .
- Years of service: Director since November 2023; Class I term expires in 2027 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | Audit oversight, cybersecurity oversight; committee chaired by Dr. Kenneth Alleyne; membership includes Sherry Coonse McCraw, Jair Clarke, and Dr. Kosasa |
| Compensation Committee | — | 1 | Not a member; committee chaired by Andrew Zeinfeld |
| Nominating & Corporate Governance | — | 2 | Not a member; committee chaired by Eric Casaburi |
| Commercial Committee | — | 0 | Formed Dec 2024; initial members were Jair Clarke and Andrew Zeinfeld; no 2024 meetings |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Meeting Fees ($) | Stock Awards ($) | Equity Type |
|---|---|---|---|---|
| 2024 | 0 | — | 19,350 | RSUs; policy provides annual automatic grant of 45,000 RSUs per full year of service |
- Policy: Annual automatic grant of 45,000 RSUs to each director; reimbursement of reasonable out-of-pocket expenses for Board attendance .
Performance Compensation
- No performance-based director compensation disclosed; annual director equity grants are time-based RSUs under the Director Compensation Policy (i.e., not tied to revenue/EBITDA/TSR or ESG metrics) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Kosasa in ONMD’s proxy biography .
- Private/non-profit/academic: Board of Trustees at Pan Pacific Surgical; professor at University of Hawaii; FDA consultant .
Expertise & Qualifications
- Medical expertise in reproductive endocrinology and fertility, with leadership experience in surgical and infertility care; academic and regulatory experience (FDA consultant) .
- Education: Dartmouth College; McGill University School of Medicine; Harvard-affiliated residency/fellowship in Ob/Gyn and reproductive endocrinology .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Percent of Class (%) | Components/Notes |
|---|---|---|---|
| Dr. Thomas Kosasa | 15,773,725 | 30.8% | Includes 31,916 warrants and 45,000 RSUs vesting/vested within 60 days of Oct 23, 2025 |
- Hedging/Pledging: Insider Trading Policy prohibits short-term speculative transactions and hedging (short sales, options, cashless collars); policy section labeled “Hedging and Pledging Transactions” but text specifies hedging prohibitions; no pledging arrangements disclosed .
Related-Party Transactions and Financing Exposure
- PIPE Notes and Warrants: Pre-Closing PIPE raised $1.5m, of which $1.0m from related party investors including Dr. Kosasa; 95,744 PIPE Warrants issued, with 63,829 to related parties .
- PIPE conversion: June 2025 conversion of ~$1.66m Pre-Closing PIPE Notes (including Dr. Kosasa) into 1,453,174 shares at $1.14 per share .
- Shareholder loans: 2023 loans totaling ~$954k from related parties including Dr. Kosasa (8% interest, one-year maturity; non-convertible) ; 2024 loans totaling $2.0m including $1.6m convertible at $0.7535/share and $0.4m non-convertible (8%); $0.2m repaid to Dr. Yu; Kosasa among lenders .
- Loan conversions: June 19, 2025 conversion of ~$3.3m loans into 4,693,296 shares at $0.71 (Kosasa: ~$2.0m → 2,865,016 shares; Yu: ~$1.3m → 1,828,280 shares) ; June 19, 2025 Kosasa conversion of ~$1.6m convertible shareholder loans into 2,123,424 shares at $0.7535/share .
- Private placements: June 20, 2025 Kosasa invested $500,000 for 1,190,476 shares at $0.42; Aug 29, 2025 invested another $500,000 for 581,395 shares at $0.86 .
- Process: Audit Committee reviews and approves related person transactions per policy; transactions described were Board-approved .
Governance Assessment
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Strengths:
- Medical domain expertise and academic/regulatory background valuable for a healthcare data company .
- Active Audit Committee participation; committee oversees financial reporting integrity and cybersecurity risk; independent director status affirmed by Board .
- Director equity grants foster alignment; 2024 compensation entirely in RSUs; hedging prohibited, reducing misalignment risk .
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Red flags and monitoring points:
- Concentrated ownership: 30.8% beneficial ownership by an “independent” director is atypical and may exert significant influence over governance; requires ongoing scrutiny of independence determinations and related-party approvals .
- Extensive related-party financing: Multiple loans, PIPE participation, conversions, and private placements involving Dr. Kosasa create recurring related-party transaction exposure; while Audit Committee oversight exists, these arrangements warrant enhanced transparency and conflict monitoring .
- No disclosed director performance-based metrics: Director compensation is time-based RSUs without performance linkage, which is standard but offers limited pay-for-performance signaling at the Board level .
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Attendance/engagement signal:
- Board/committee attendance: Company disclosed that no director fell below 75% attendance in 2024; Audit Committee met four times, indicating active oversight cadence .
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Additional policy signals:
- Clawback policy adopted in Nov 2024 for executive incentive compensation; Compensation Committee administers; not explicitly extended to directors .