Jair Clarke

About Jair Clarke

Jair Clarke (age 44) joined OneMedNet’s Board in October 2024 and will not stand for re‑election at the December 17, 2025 annual meeting; he will remain as an advisor thereafter and the Board will be reduced to eight members . He is deemed an independent director under Nasdaq and SEC rules and brings deep technology, AI/ML, cybersecurity, and digital transformation experience; he holds a B.B.A. in Computer Information Systems from the University of Miami . His prior roles include Global CTO of Commercial Systems at Microsoft, leadership in Disney’s big data and analytics, IBM Watson, and Lockheed Martin, and he serves on the board of Xponential Fitness (NYSE: XPOF) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Clarke is independent under Nasdaq and SEC rules .
• Committee assignments (2024–2025):
  • Audit Committee member .
  • Compensation Committee member .
  • Commercial Committee member (committee established Dec 2024 to assist on enterprise sales; initial members were Clarke and Andrew Zeinfeld; no meetings in 2024) .
• Chair roles: None disclosed; Audit chaired by Dr. Kenneth Alleyne in 2025; Compensation chaired by Andrew Zeinfeld; Nominating & Corporate Governance chaired by Eric Casaburi .
• Attendance/engagement: In 2024 the Board held 2 meetings and committees met (Audit 4; Compensation 1; Nominating 2); no director attended fewer than 75% of Board and committee meetings on which they served .
• Executive sessions and leadership: Chair and CEO roles are separated; independent directors meet in executive session at each regularly scheduled Board meeting .
• Cybersecurity oversight context: Audit Committee oversees cybersecurity and data protection; receives regular CTO updates .

Fixed Compensation

• Director pay structure: No cash retainers disclosed for 2024; equity-only via annual automatic grant of 45,000 RSUs per full year of service, with reimbursement of reasonable out‑of‑pocket expenses .
• 2024 director compensation (pro‑rated for service starting Oct 2024):

• Grant timing and vesting: For directors appointed Oct 1, 2024 (including Mr. Clarke), the Board approved an RSU grant of 45,000 for a full year, pro‑rated for 2024, vesting at year‑end Dec 2024 .

Performance Compensation

• Equity type and metrics: Director equity awards are time‑based RSUs; no performance‑vesting metrics (e.g., TSR, revenue, EBITDA) are disclosed for director compensation; no options or annual cash bonuses are disclosed for directors in 2024 .

Other Directorships & Interlocks

• Interlocks/conflicts: ONMD filings do not disclose any shared directorships or related‑party dealings involving Mr. Clarke and ONMD customers, suppliers, or competitors .

Expertise & Qualifications

• Core strengths: AI/ML, cybersecurity, data science, digital transformation, product management, business architecture, and large‑scale commercial systems leadership .
• Education: B.B.A. in Computer Information Systems, University of Miami .
• Board qualification: Considered independent; not designated as an “audit committee financial expert” in ONMD filings (that designation is assigned to another director) .

Equity Ownership

• Hedging/pledging policy: Company policy restricts short‑term speculative trading and prohibits hedging transactions (including cashless collars); policy addresses hedging and pledging transactions .
• Clawback: Board adopted a compensation clawback policy in November 2024, aligned with SEC/Nasdaq rules .

Governance Assessment

• Strengths for investor confidence

  • Independence and relevant expertise: Independent status with deep AI/cyber/data credentials supports Audit and Compensation Committee oversight in a data‑intensive healthcare IT business .
  • Equity‑only director pay and clawback/insider trading controls: 2024 director compensation was equity‑based with no cash fees; company has a clawback policy and prohibits hedging, aligning director incentives with shareholder value and reducing risk of misalignment .
  • Committee engagement: Served on Audit and Compensation during a period of auditor transition to Withum and remediation of prior control issues, indicating exposure to critical governance topics .

• Watch items / RED FLAGS

  • Director departure: Mr. Clarke chose not to stand for re‑election in 2025, transitioning to an advisory role; while not inherently negative, investors should monitor Board skill mix and technology oversight continuity post‑departure .
  • Section 16 compliance: The company reported delinquent initial Form 3 and initial Form 4 filings for Mr. Clarke (and others) related to appointments/grants—indicative of process discipline needing attention though subsequently acknowledged by the company .
  • Audit/controls environment context: Although predating his tenure, ONMD experienced auditor changes (BF Borgers barred; Withum appointed) and previously identified ICFR material weaknesses; as an Audit Committee member, Mr. Clarke operated in a heightened oversight context (not a red flag on him, but relevant to governance risk) .

• Conflicts/related parties: No related‑party transactions involving Mr. Clarke are disclosed; related financings involve other insiders (Yu, Kosasa, Green) and were approved under the Related Party Transactions Policy .

• Attendance and engagement: For 2024, no director fell below 75% attendance across Board and committee meetings; committee workloads were active (Audit 4 meetings), consistent with meaningful oversight demands .

Overall, Mr. Clarke’s short ONMD tenure combined independent technology oversight on key committees with equity‑aligned compensation and no disclosed conflicts; the 2025 decision not to seek re‑election merits monitoring of succession and Board skill coverage, particularly for AI/cyber oversight, as he transitions to an advisory capacity .