Peter O’Rourke

About Peter O’Rourke

Peter O’Rourke, age 52 as of April 28, 2025, is PFSA’s Lead Independent Director, serving since July 2025. He is an independent director under Nasdaq rules and chairs the Nominating Committee; he also serves on the Audit and Compensation Committees. His background includes Acting U.S. Secretary and Chief of Staff of the Department of Veterans Affairs, with oversight of 1,300 facilities serving over 9 million veterans, and senior roles in consulting and industry; he holds a BA in Political Science (University of Tennessee) and an MS in Logistics and Supply Chain Management (U.S. Air Force Institute of Technology) .

Past Roles

External Roles

Board Governance

• Independence: O’Rourke is an independent director under Nasdaq standards; the board comprises a majority of independent directors .
• Lead Independent Director: O’Rourke serves as Lead Independent Director with defined responsibilities including presiding over executive sessions, liaising with the Chair/CEO, calling independent director meetings, leading CEO performance/succession discussions, agenda consultation, and investor availability .
• Board structure: Classified board (three classes), with O’Rourke designated a Class II director; directors removable only for cause; certain charter/bylaw amendments require 75% supermajority—implications for change-of-control dynamics and accountability .
• Committees and roles:

Fixed Compensation

• PFSA’s historical director compensation program consisted of equity awards, but in 2024 Profusa did not grant equity awards to non-employee directors and paid no cash director fees; current-year (2025) director compensation details for O’Rourke are not disclosed in available filings .

Performance Compensation

• No director-specific performance equity (RSUs/PSUs/options) grants, strike prices, vesting schedules, or performance metrics were disclosed for O’Rourke in available filings; historical note: no director equity grants in 2024 .

Other Directorships & Interlocks

• NVAC sponsor-related interlocks: NorthView Sponsor I, LLC is a significant holder post-combination; PFSA directors Fred Knechtel and Jack Stover are managers of the sponsor entity and disclaim beneficial ownership beyond their pecuniary interests. O’Rourke served on NVAC’s board before the business combination, indicating historical network ties but with no disclosed related-party transactions involving him .

Expertise & Qualifications

• Education: BA Political Science (University of Tennessee); MS in Logistics & Supply Chain (USAF Institute of Technology) .
• Technical/operational expertise: Government operations oversight; logistics; risk oversight via committee roles; audit committee financial expert qualification .
• Industry experience: Healthcare/public sector; consulting; diagnostics (AXIM); manufacturing/operations (Western Magnesium) .
• Board leadership: Lead Independent Director with robust responsibilities supporting accountability and investor engagement .

Equity Ownership

As of the most recent proxy records, O’Rourke held no PFSA beneficial ownership.

Alignment note: Zero ownership as Lead Independent Director may be perceived as low alignment until ownership builds; however, independence and committee leadership can offset alignment concerns .

Insider Trades

• No Form 4 insider trading transactions for “O’Rourke” at PFSA were found between 2025-07-01 and 2025-11-20 using the insider-trades skill (Form 4 feed).

Governance Assessment

• Strengths:

  • Clear independence, Lead Independent Director role with defined responsibilities enhancing board oversight and investor engagement .
  • Committee breadth: audit (financial expert), compensation, and nominating chair—supports robust governance processes (risk, pay, succession) .
  • No related-party transactions disclosed involving O’Rourke in available filings .

• Watch items / potential red flags:

  • Zero beneficial ownership as of two proxy records; investors may prefer increased “skin in the game” .
  • Governance entrenchment features (classified board, supermajority amendment thresholds, removal only for cause) can reduce shareholder leverage and require strong Lead Independent oversight .
  • Company financing complexity (PIPE convertible notes, ELOC) raises execution and dilution risks; board oversight of investor protections is critical .

• Context signals:

  • O’Rourke’s VA leadership experience across large-scale healthcare operations is additive for PFSA’s commercialization and risk governance .
  • Historical SPAC board service (NVAC) alongside sponsor-affiliated current PFSA directors (Knechtel, Stover) indicates network ties; no conflicts disclosed, but continued independence vigilance is warranted .

Citations:
- Independence, committees, ages, roles: **[1859807_0001213900-25-073872_ea0251811-01.htm:200]** **[1859807_0001213900-25-073872_ea0251811-01.htm:202]** **[1859807_0001213900-25-073872_ea0251811-01.htm:205]** **[1859807_0001213900-25-073872_ea0251811-01.htm:206]** **[1859807_0001213900-25-073872_ea0251811-01.htm:204]**
- VA impact metrics: **[1859807_0001213900-25-078539_ea025385201ex99-1_profusa.htm:0]**
- Beneficial ownership tables and outstanding share bases: **[1859807_0001213900-25-077850_ea0252485-02.htm:13]** **[1859807_0001213900-25-077850_ea0252485-02.htm:12]** **[1859807_0001213900-25-090286_ea0256692-02.htm:13]** **[1859807_0001213900-25-090286_ea0256692-02.htm:12]**
- Director compensation historical disclosure: **[1859807_0001213900-25-073872_ea0251811-01.htm:208]**
- NVAC board/committee memberships: **[1859807_0001213900-21-067165_ea152951-8k_northviewacq.htm:3]**
- Sponsor holdings and manager disclaimers: **[1859807_0001213900-25-090286_ea0256692-02.htm:13]** **[1859807_0001213900-25-077850_ea0252485-02.htm:13]**
- Financing (PIPE/ELOC) disclosures: **[1859807_0001213900-25-090286_ea0256692-02.htm:7]** **[1859807_0001213900-25-077850_ea0252485-02.htm:11]** **[1859807_0001213900-25-077850_ea0252485-02.htm:1]**