Gregory St. Clair Sr.
Director at POAI
Board
About Gregory S. St. Clair, Sr.
Independent Class II director at Predictive Oncology Inc. (POAI), appointed July 9, 2020; age 59 as of the 2025 proxy. Founder and Managing Member of SunStone Consulting, LLC (since 2002), with prior senior roles at CGI, ImrGlobal, Orion Consulting, and Coopers & Lybrand; B.S. in Accounting & Finance from Juniata College. Term as Class II director continues until the 2026 annual meeting; identified by the Board as independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CGI | National Vice President | Not disclosed | Reimbursement and compliance expertise referenced by regulators and health law attorneys |
| ImrGlobal | National Vice President | Not disclosed | Revenue integrity and compliance advisory experience |
| Orion Consulting | National Vice President | Not disclosed | Healthcare financial challenges expertise |
| Coopers & Lybrand | National Director | Not disclosed | Nationally recognized reimbursement/compliance expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SunStone Consulting, LLC | Founder & Managing Member | 2002–present | Healthcare consulting firm serving providers nationwide; nationally recognized expert in reimbursement and compliance |
Board Governance
- Committee memberships: Audit Committee member (Chair: Chuck Nuzum); Compensation Committee member (Chair: Chuck Nuzum). Audit Committee met 4 times in FY2024; Board met 9 times in FY2024 with all directors attending at least 75% of Board/committee meetings held during their service.
- Independence: Board determined St. Clair is independent; no disqualifying relationships.
- Audit Committee Report: Audit Committee (including St. Clair) recommended inclusion of the Company’s audited FY2024 financials in the Form 10-K after discussions with the independent auditor regarding PCAOB requirements and auditor independence.
- Compensation Committee Interlocks: None disclosed for FY2024; no related-party relationships requiring Item 404 disclosure for committee members.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Paid or Earned in Cash | $57,223 | Director compensation table |
| Stock Awards (Grant Date Fair Value) | $8,333 | FASB ASC 718 fair value; received 3,268 shares for serving on the Board |
| Option Awards | $0 | No option awards in FY2024 |
| Total | $65,556 | Sum of cash and stock awards |
Performance Compensation
- Equity award policy elements for directors and committee service:
- Additional annual award per board committee membership: $11,112, paid as $8,000 in shares plus $3,112 in cash or additional shares, payable on December 31. Lead Independent Director receives the same award. During 2024, cash substituted for certain quarterly stock awards due to limited share availability under the 2012 Plan.
- Plan-level incentives and safeguards:
- Change-in-control: Unless otherwise specified, Incentives vest and restrictions lapse upon a change in control; committee retains broad discretion in transaction scenarios.
- Clawback: Awards under the 2024 Equity Incentive Plan are subject to the Company’s recoupment/clawback policy and applicable laws.
- Transfer/pledge restrictions: Incentives may not be transferred, pledged, or assigned (limited estate/QDRO exceptions; specific family transferability for certain non-qualified options).
Other Directorships & Interlocks
- Other public company boards: None disclosed in proxy biography for St. Clair.
- Committee interlocks: None disclosed for the Compensation Committee.
Expertise & Qualifications
- Nationally recognized expert on reimbursement, compliance, and revenue integrity; frequently sought by government regulators and health law attorneys.
- Founder/operator background in healthcare consulting and financial advisory to health systems.
- Formal training: B.S. in Accounting & Finance (Juniata College).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As Of |
|---|---|---|---|
| Gregory St. Clair | 5,815 | * | October 24, 2025 |
| Note | No non-employee director held outstanding equity incentive awards as of December 31, 2024 other than the awards set forth in the director compensation table | — | FY2024 |
Governance Assessment
- Positive signals
- Independence and multi-committee service across Audit and Compensation suggest substantive oversight engagement.
- Documented Board/committee activity and attendance threshold support baseline engagement.
- Audit Committee report indicates appropriate auditor-independence dialogue and financial reporting oversight.
- No related-party transactions since the beginning of fiscal 2024 requiring disclosure (reduces conflict risk).
- Alignment and incentives
- Compensation mix is predominantly cash with modest stock awards, plus committee-based equity/cash awards; beneficial ownership is small vs. shares outstanding, indicating limited financial alignment but consistent with micro-cap director practices.
- RED FLAGS and watch items
- Potential dilution: Proposed increase of the 2024 Plan share reserve to 1,066,667 drives overhang from ~1.5% to ~24% (as of October 13, 2025), if approved—material dilution risk that can affect investor confidence and pay-for-performance optics.
- While plan-level anti-repricing protections and clawback exist, the proxy does not disclose performance-based metrics tied to director pay; equity grants appear service-based rather than performance-conditioned.
- Overall view
- St. Clair brings deep healthcare reimbursement/compliance expertise and serves on key oversight committees. Independence and attendance are solid; conflict exposure appears low. The chief governance concern is prospective dilution from equity plan expansion; investors may seek tighter performance linkage or clearer director ownership guidelines to strengthen alignment.