Kevin Carter
About Kevin Carter
Kevin A. Carter, DO, FAASM, is an independent director of Quipt Home Medical Corp. and Chair of the Compensation Committee; he also serves on the Audit and Nominating & Corporate Governance Committees. He has served on Quipt’s board since December 7, 2020, is 46 years old, and is board certified in Sleep Medicine and Family Medicine with over a decade of medical director experience and financial oversight responsibilities in prior roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Army Sleep Medicine Center (Fort Benning) | Medical Director | Not disclosed | Led construction of a new sleep disorder center; developed a cost-reducing access model recognized by the Surgeon General and received the Army Commendation Medical for accomplishments . |
| United States Army | Field Surgeon | Not disclosed | Service included deployment in Iraq . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Medical Group (independent multispecialty group) | Partner, Physician, Director | Since June 2014 | Serves on Compensation and Retirement Committees; responsible for strategic direction and financial success . |
| Kettering Health Network Sleep Disorder Centers | Medical Director; Chair, Sleep Council | Since January 2016 | Clinical and program leadership across the network . |
| Department of Veterans Affairs (Dayton) | Physician | Since February 2020 | Clinical role . |
| Carter Sleep Center | Physician | Not disclosed | Full-spectrum sleep medicine evaluations, diagnosis, treatments . |
Board Governance
- Independence: The Board determined Kevin Carter is independent under NI 58-101 and Nasdaq rules .
- Committee assignments and chair roles:
- Compensation Committee: Chair (independent)
- Audit Committee: Member (independent)
- Nominating & Corporate Governance Committee: Member (independent; committee formed Oct 1, 2024)
- Lead Independent Director: Mark Greenberg; CEO Gregory Crawford serves as Chair of the Board; independent directors hold executive sessions at Board meetings .
- Majority voting policy for directors adopted May 30, 2023 .
| FY2024 Attendance | Board Meetings | Audit Committee | Compensation Committee |
|---|---|---|---|
| Kevin Carter | 4/4 | 4/4 | 4/4 |
- Shareholder meeting attendance: The proxy notes last year’s annual meeting was attended by Gregory Crawford, Mark Greenberg and Brian Wessel (Kevin Carter not listed among attendees) .
Fixed Compensation
| Item (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer/fees | $40,000 | Total cash fees for service on the Board, Audit, and Compensation Committees; no allocation splits disclosed . |
| Committee chair fees | $0 disclosed | Audit Chair received an additional $10,000 (Wessel); no additional chair retainer disclosed for Compensation Chair (Carter) . |
| Meeting fees | None | Independent directors do not receive meeting fees; reimbursed for travel/miscellaneous expenses . |
Performance Compensation
| Director Equity Grants (FY2024) | Amount |
|---|---|
| Share-based awards (RSUs/DSUs) | $0 |
| Option awards | $0 |
| Outstanding Equity Awards (as of 9/30/2024) | Count |
|---|---|
| Share-based awards (unvested) | 21,250 |
| Option awards (exercisable + unexercisable) | 56,625 |
- Plan design context: The 2024 Equity Incentive Plan permits options, RSUs, and performance-based awards (PSUs, performance units, cash-based awards), but no grants were made under the 2024 EIP in FY2024 . The proxy does not disclose performance metrics tied to director compensation for FY2024; director pay was fully in cash .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; the proxy notes no directors are presently directors of other reporting issuers in Canada or the U.S. . |
| Private/non-profit/academic | Providence Medical Group (Director; Compensation & Retirement Committees) . |
| Interlocks/potential conflicts | None disclosed with Quipt’s competitors/suppliers/customers . |
Expertise & Qualifications
- Clinical and operational expertise: Board Certified in Sleep Medicine and Family Medicine; Fellow of the American Academy of Sleep Medicine; extensive medical director experience including program build-outs and cost-efficiency models .
- Governance and financial oversight: Serves as Chair of Quipt’s Compensation Committee; prior oversight of financial operations in medical director roles; committee leadership at Providence Medical Group (Compensation and Retirement) .
- Education and training: DO, Ohio University Heritage College of Osteopathic Medicine; Family Medicine residency at DeWitt Army Community Hospital; Sleep Medicine fellowship at Walter Reed Army Medical Center .
Equity Ownership
| Category | Amount / Status | As-of / Notes |
|---|---|---|
| Total beneficial ownership | 148,125 shares | As of Jan 16, 2025; represents less than 1% of outstanding shares . |
| Options (vested or vesting within 60 days) | 55,625 | Included in beneficial ownership footnotes . |
| RSUs issuable on/before Mar 15, 2025 (vested in 2024) | 42,499 | Included in beneficial ownership footnotes . |
| Pledged shares | None of the shares reported in the table are pledged as security . | |
| Hedging/pledging policy | Company policy prohibits hedging, short sales, derivative transactions, and pledging/margin accounts for directors . |
Governance Assessment
-
Positive indicators
- Independence and roles: Independent director; Chair of Compensation; member of Audit and Nominating; all three committees composed of independent directors .
- Engagement: 100% attendance across Board, Audit, and Compensation in FY2024; independent directors met in executive session at each Board meeting .
- Alignment: Holds equity via options and RSUs; company prohibits hedging and pledging; no related-party transactions involving Carter disclosed .
- Governance framework: Majority voting policy; Lead Independent Director structure; robust committee charters and independence .
-
Watch items
- Annual meeting attendance: Carter was not listed among directors who attended last year’s annual meeting (encouraged but not required) .
- Compensation structure: FY2024 director pay for Carter was entirely cash ($40,000) with no additional chair fee disclosed for leading the Compensation Committee; peers often differentiate chair retainers—monitor future disclosures for alignment and market competitiveness .
- Related-party context (Board-level): The CEO’s related-party leases are overseen via Audit Committee processes; while not involving Carter, continued rigorous independent oversight is important given Carter’s role chairing Compensation and sitting on Audit .
-
RED FLAGS
- None specific to Carter identified in the proxy: no legal proceedings, penalties/sanctions, personal or corporate bankruptcies, or related-party transactions involving Carter were disclosed .