Zane Burke
About Zane Burke
Independent Class I director of Owlet since July 2021 (served on Old Owlet’s board March–July 2021); age 59. Former CEO of Quantum Health (Sep 2021–Dec 2024) and Livongo Health (Feb 2019–Nov 2020); previously President of Cerner (Sep 2013–Nov 2018). CPA (inactive) with BS and Master of Accounting from Kansas State University. The Board has affirmatively determined he is independent under NYSE rules. If re-elected at the Oct 8, 2025 annual meeting, his term would run to the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum Health, Inc. | Chief Executive Officer | Sep 2021–Dec 2024 | Led healthcare benefits technology company; served on its board during same period |
| Livongo Health (affiliated with Teladoc) | Chief Executive Officer; Director | CEO Feb 2019–Nov 2020; Director Apr 2019–Nov 2020 | Oversaw public telehealth company during growth/merger era |
| Cerner (now Oracle) | President | Sep 2013–Nov 2018 | Senior operating leadership over two decades at Cerner |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cotiviti, Inc. | Director | Not disclosed | Board member; healthcare analytics/payments integrity (private) |
| Bardavon Health Innovations | Director | Not disclosed | Board member; musculoskeletal care navigation (private) |
| College of Healthcare Information Management Executives (CHIME) | Board member | Not disclosed | Nonprofit governance role |
| University Health (Kansas City) | Board member | Not disclosed | Nonprofit hospital system governance |
Board Governance
- Committee assignments: Chairperson, Compensation Committee; not on Audit; not on Nominating & Corporate Governance. Current Compensation Committee members: Burke (Chair), Melissa Gonzales, John Kim; all independent under NYSE’s additional standards for compensation committees.
- Board independence: Seven of eight directors (including Burke) deemed independent by the Board under NYSE rules.
- Attendance: In 2024, each then-serving incumbent director attended at least 75% of Board and applicable committee meetings (Board met 6x; Audit 5x; Compensation 4x; Nominating 4x).
- Class/term: Class I director; nominated for election in 2025 to a term ending at the 2028 annual meeting.
- Compensation Committee governance: Responsibilities include CEO/exec compensation oversight, director compensation, incentive plan approvals, consultant oversight, and administering the Clawback Policy. Korn Ferry engaged as independent compensation consultant in 2024; Committee determined no conflicts.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Standard non-employee director retainer; directors can elect to receive fees in cash, RSUs, or a mix; quarterly RSUs are fully vested on grant. |
| Committee chair fees | $0 | Audit Chair receives $32,500; Burke chairs Compensation (no additional fee disclosed). |
| Meeting fees | $0 | Not disclosed; out-of-pocket expenses reimbursed for in-person meetings. |
| Total cash fees (Burke, 2024) | $50,000 | Per Director Compensation table. |
Performance Compensation
| Equity Award (2024) | Grant Value | Grant/vesting details |
|---|---|---|
| Annual RSU grant | $160,222 | Granted August 2024; exception in 2024—RSUs vested immediately (normally vest before next annual meeting). |
Performance metrics for director equity compensation
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Financial/TSR/ESG performance conditions | No | Non-employee director RSUs are time-based; no performance metrics disclosed. |
Program structure and limits
- Standard annual RSU sizing: $150,000 divided by 30-trading-day average closing price; granted on annual meeting date and vest before next annual meeting (2024 exception: immediate vesting).
- Non-employee director annual cap: Maximum combined grant-date fair value of equity awards plus cash under the Amended Plan is $1,000,000 per calendar year.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock with Owlet |
|---|---|---|---|
| Cotiviti, Inc. | Private | Director | No related-party transactions disclosed involving Burke. |
| Bardavon Health Innovations | Private | Director | No related-party transactions disclosed involving Burke. |
| Quantum Health | Private | Former CEO/Director | No Owlet related-party transaction identified with Burke; 2025 warrant exchange related holders did not include Burke. |
- 2025 warrant exchange: Related holders included Eclipse (Chair Lior Susan), Trilogy (Director Amy McCullough), CEO Kurt Workman, and Director John Kim; Burke not listed.
Expertise & Qualifications
- Healthcare technology leadership: CEO roles at Quantum Health and Livongo; decades at Cerner culminating as President.
- Financial credentials: CPA (inactive); Accounting degrees (BS, Master) from Kansas State University.
- Governance experience: Boards of private companies and nonprofits; current chair of Owlet’s Compensation Committee.
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % Beneficially Owned | Combined Voting Power |
|---|---|---|---|---|
| Zane M. Burke | Common Stock | 89,006 | Less than 1% | Less than 1% |
| Notes: Percentages based on 17,052,820 Common shares outstanding on Aug 15, 2025; table footnote specifies Burke’s holdings consist of 89,006 Common shares held directly. |
Recent insider transactions (Form 4)
| Transaction Date | Filing Date | Type | Security | Shares Transacted | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|---|
| 2023-01-25 | 2023-01-27 | A (Award) | RSUs | 42,492 | 42,492 | https://www.sec.gov/Archives/edgar/data/1816708/000162828023001698/0001628280-23-001698-index.htm |
| 2023-06-23 | 2023-07-20 | M (Exempt) | RSUs to Common (settlement) | 3,035 | 12,662 | https://www.sec.gov/Archives/edgar/data/1816708/000162828023025279/0001628280-23-025279-index.htm |
| 2023-06-23 | 2023-07-20 | M (Exempt, disposition) | RSUs | -3,035 | 0 (for RSUs) | https://www.sec.gov/Archives/edgar/data/1816708/000162828023025279/0001628280-23-025279-index.htm |
| 2023-07-18 | 2023-07-20 | A (Award) | Common Stock | 41,782 | 54,444 | https://www.sec.gov/Archives/edgar/data/1816708/000162828023025279/0001628280-23-025279-index.htm |
| 2024-08-16 | 2024-08-20 | A (Award) | Common Stock | 34,562 | 89,006 | https://www.sec.gov/Archives/edgar/data/1816708/000162828024037958/0001628280-24-037958-index.htm |
Governance Assessment
- Strengths: Independent director with deep healthcare tech operating experience; chairs Compensation Committee with clear chartered responsibilities and an active, independent consultant (Korn Ferry) engagement; 2024 attendance met at least 75% threshold; compensation mix shows equity alignment via RSUs.
- Alignment: Direct ownership of 89,006 Common shares; non-employee directors had no outstanding options or unvested awards at year-end 2024, consistent with immediate vesting of 2024 RSUs.
- Conflicts/related-party exposure: Not a “Related Holder” in the 2025 warrant exchange; no Burke-specific related-party transactions disclosed. Monitor broader board-related exchanges with Eclipse/Trilogy for governance optics.
- Risk indicators: Clawback policy oversight sits with the Compensation Committee; the proxy indicates comprehensive governance guidelines and committee independence; no late Section 16 reports noted for Burke in 2024.