Randy Thurman
Outlook TherapeuticsAbout Ralph H. “Randy” Thurman
Lead Independent Director at Outlook Therapeutics (OTLK); age 75; on the board since April 2018, formerly Executive Chairman (June 2018–January 2025), appointed Lead Independent Director in January 2025. Background spans CEO/Chair roles across healthcare technology and med devices; USAF fighter pilot; B.S. in Economics (Virginia Tech) and M.A. in Management (Webster University). The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VIASYS Healthcare Inc. | Founder, Chairman & CEO | 2001–2007 | Built diversified healthcare technology company; sold to Cardinal Health |
| CardioNet (now BioTelemetry, Inc.) | Executive Chairman; interim CEO | 2008–2011 (CEO through 2010) | Led turnaround; executive oversight |
| Presbia PLC | Executive Chairman | Prior role (dates not specified) | Public, med device; governance leadership |
| Allscripts, Inc. | Director | Prior role (dates not specified) | Public company board experience |
| Strategic Reserves LLC | Chairman & CEO | 1997–2001 | Advisory services to bio-pharma/genomics/med devices |
| Corning Life Sciences, Inc. | Chairman & CEO | 1993–1997 | Led life sciences division |
| Rhone-Poulenc Rorer Pharmaceuticals, Inc. | Various roles; ultimately President | 1984–1993 | Large-cap pharma leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| uMethod Inc | Director | Current | Board oversight |
| Villanova Law School Scarpa Center | Advisory Board Director | Current | Governance/entrepreneurship advisory |
| Private equity industry | Independent advisor/operating executive | Current | Transactional and operational guidance |
Board Governance
- Structure and independence: Board majority independent; Thurman determined independent, now Lead Independent Director to balance potential conflicts given the Chairman’s ties to largest shareholder (GMS Ventures) .
- Leadership: Lead Independent Director empowered to preside over independent director meetings and liaise with Chair, especially where GMS-related conflicts may arise .
- Attendance: Board met 5 times in FY2024; all directors attended at least 75% of Board and committee meetings during their service portion .
- Committee assignments (current):
- Audit Committee: Member; Audit met 4 times; chaired by Kurt Hilzinger .
- Compensation Committee: Chair; Committee met 5 times .
- Executive Committee: Member .
- Independence certifications: All members of Audit, Compensation, and Nominating Committees meet Nasdaq independence standards .
- Executive sessions: Compensation Committee meets regularly in executive session; CEO excluded from deliberations on own pay .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $207,500 | FY2024 director cash compensation for Thurman |
| Annual Board Cash Retainer (policy) | $40,000 → $50,000 | Increased effective Oct 1, 2024 (FY2025) |
| Committee Chair/Member Fees (policy) | Audit: $15,000/$7,500 → $25,000/$12,500; Compensation: $10,000/$5,000 → $20,000/$10,000; Nominating: $8,000/$4,000 → $10,000/$5,000 | Increased effective Oct 1, 2024 (FY2025) |
| Chair/Lead Independent Director Retainer (policy) | $30,000 | Payable to Chair; if Chair is an employee, Lead Independent Director receives this retainer |
| Executive Committee Member Fee (policy) | $30,000 | Annual member fee |
Note: Thurman served as Executive Chairman through January 2025; policy provided an additional $120,000 annual retainer for an Executive Chairman role (FY2024), explaining elevated cash fees .
Performance Compensation
| Equity Award | Shares/Value | Key Terms |
|---|---|---|
| Annual Director Option Grant | $35,000 grant-date fair value | Vests by next annual meeting or 1-year; FY2024 pattern |
| Options in lieu of cash fees (policy) | Elections available; FY2024 options granted in Oct 2023 | Quarterly vesting across fiscal year if elected; exercise price $4.80; examples provided for peers (Thurman elected cash, not options-in-lieu) |
| One-time Director Option Grant (FY2025) | 89,549 options; $419,000 grant-date fair value; strike $5.22; exp. 10/1/2034 | Vests 100% on first anniversary of 10/1/2024 grant |
| Annual Director Option Grant (policy change for FY2025) | Increased from $35,000 to $265,000 grant-date fair value; moved to first day of fiscal year | Reflects elevated equity compensation structure |
No director performance metrics (TSR/revenue/EBITDA/ESG) are tied to director equity grants; director equity is option-based with time-based vesting .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock with OTLK |
|---|---|---|---|
| Allscripts, Inc. | Prior | Director | None disclosed |
| Presbia PLC | Prior | Executive Chairman | None disclosed |
| BioTelemetry (CardioNet) | Prior | Executive Chairman; interim CEO | None disclosed |
| uMethod Inc | Current | Director | Private company; no related transactions disclosed |
Related-party transactions section lists financings with GMS Ventures and Syntone but no transactions involving Thurman personally; policy requires Audit Committee pre-approval for related-party deals over $120,000 .
Expertise & Qualifications
- Extensive public company board and C-suite experience in healthcare technology and pharmaceuticals; prior CEO/Chair roles across multiple companies .
- Governance expertise; appointed Lead Independent Director for conflict management and Board independence reinforcement .
- Military leadership background: USAF fighter pilot; graduate of USAF Air Command and Staff College .
- Education: B.S. Economics (Virginia Polytechnic Institute), M.A. Management (Webster University) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition / Notes |
|---|---|---|---|
| Ralph H. “Randy” Thurman | 69,307 | <1% | Entirely options exercisable within 60 days as of Jan 15, 2025 |
| Options held at 9/30/2024 | 68,714 | n/a | Outstanding options balance at FY2024 year-end |
| One-time FY2025 grant | 89,549 | n/a | Granted 10/1/2024; unvested until 10/1/2025 |
| Hedging/Pledging | Prohibited | n/a | Insider Trading Policy bans hedging and pledging of company stock |
Director stock ownership guidelines not disclosed; no pledging reported; Insider Trading Policy and clawback policy for executives are in place at the company-level .
Governance Assessment
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Positive signals:
- Independence and role clarity: Thurman is independent under Nasdaq standards; appointment as Lead Independent Director reinforces Board’s ability to manage conflicts linked to the largest shareholder’s frequent financings .
- Engagement: Board and committee cadence indicates active oversight; all directors met ≥75% attendance; Compensation Committee maintains executive sessions without CEO present .
- Controls: Audit Committee oversight and related-party transaction policy with pre-approval thresholds; company-wide bans on hedging/pledging support alignment .
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Watch items / potential red flags:
- Director pay inflation: FY2025 policy raised annual director option grant fair value from $35,000 to $265,000 and delivered one-time grants (Thurman $419,000), a sharp shift in equity compensation during a period of capital stress and shareholder dilution risk tied to debt refinancing and authorized share increase proposals .
- Ownership concentration and financing reliance: GMS Ventures’ significant stake and participation in financings may create recurring conflict contexts; Board explicitly instituted the Lead Independent Director structure to mitigate these scenarios .
- Minimal personal “skin-in-the-game”: Thurman’s reported beneficial ownership comprises short-term-exercisable options with no disclosed common stock holdings, potentially limiting long-term equity alignment versus outright share ownership .
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Overall implication: Thurman brings deep healthcare governance and operating experience and now serves as a structural counterweight to potential conflicts. The notable increase in director equity awards warrants monitoring for pay-for-performance alignment and optics amidst ongoing capital structure changes and dilution considerations .