Lisa Rometty
About Lisa Rometty
Independent director of Rani Therapeutics since January 2022; age 57. Former President of CVS Kidney Care (2020–2022) and senior leader at IBM Watson Health; currently CEO and director of Zerigo Health. Holds a B.S. in International Business (Michigan State) and an MBA (University of Notre Dame). Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Kidney Care (CVS Health) | President | Aug 2020 – Jun 2022 | Led CKD progression initiatives |
| Syneos Health | President, Global Client Solutions | Jul 2019 – Aug 2020 | Biopharma client leadership |
| IBM Watson Health | VP & GM, Global Markets-Watson Health; VP & GM, Oncology, Life Sciences & Personal Health | Oct 2015 – Dec 2017; Jan 2018 – Jul 2019 | Commercial and product leadership in digital health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zerigo Health, Inc. | Chief Executive Officer and Director | Aug 2023 – present | Digital health platform for home phototherapy |
Board Governance
- Independence and leadership: Board affirms Rometty is independent. Board chaired by founder Mir Imran; Laureen DeBuono serves as Lead Independent Director to reinforce independent oversight .
- Attendance: The Board met 8 times in FY2024; each director attended ≥75% of Board and committee meetings .
- Committee assignments (FY2024):
- Audit Committee member through May 7, 2024
- Appointed to Nominating & Corporate Governance Committee commencing May 7, 2024
- Committee meeting cadence (FY2024): Audit 4; Compensation 3; Nominating & Corporate Governance 2 .
| Committee | FY2024 Role | Chair? | Notes |
|---|---|---|---|
| Audit | Member (to May 7, 2024) | No | Audit chair: DeBuono; all members independent |
| Nominating & Corporate Governance | Member (from May 7, 2024) | No | Chair: Butel; all members independent |
Investor support signal:
- 2024 annual meeting director vote (Rometty): For 225,737,394; Withheld 17,913; broker non-votes 6,341,402 .
Fixed Compensation
Rani’s non-employee director cash retainers: $45,000 board retainer; committee retainers $7,500 (Audit member), $5,000 (Comp member), $4,000 (Nominating member); leadership retainers: $35,000 Lead Independent Director; $20,000 (Audit Chair), $15,000 (Comp Chair), $10,000 (Nominating Chair). A 50% reduction to non-employee director cash fees was approved for 2024 and extended through 2025 until a $50M financing/partnering threshold is met .
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $46,250 | $52,500 | $25,113 (reflects 50% reduction) |
| Notes | Policy retainer rates in effect | Policy retainer rates in effect; option repricing impacted equity values (see below) | 50% cash reduction extended through 2025 |
Performance Compensation
Annual equity for non-employee directors changed in March 2024 from grant-date value ($300k annual / $600k initial) to fixed-share options (50,000 annual / 100,000 initial). Annual options vest at the earlier of the first anniversary or next annual meeting; initial options vest 1/3 at year one, then monthly over two years. All director options vest upon a change in control; 10-year term; exercise price at grant-date close .
| Grant/Event | Date | Type | Shares/Units | Exercise/Grant Price | Vesting Terms | |---|---|---:|---:|---| | Annual Director Option | May 29, 2024 | Option | 50,000 | $5.00 | Vests earlier of 1-year or next annual meeting | | Director Option Award (Form 4) | May 28, 2025 | Option | 50,000 | $0.62 | Director stock option; typical annual grant cadence | | Director Option Award (Form 4) | May 25, 2023 | Option | 101,276 | $4.11 | Non-employee director option award | | Option Repricing/Adjustments (Form 4) | Dec 16, 2023 & Dec 16, 2024 | Option returns/new grants | Various | $2.84 / $4.11 / $9.44 | Reflects company-wide option repricing mechanics disclosed (see “Option Repricing” note) |
Performance metrics: None disclosed for directors; equity awards are service-vested options per policy; no TSR/revenue/ESG metrics for director pay .
Compensation structure analysis (signals):
- Equity structure shift to fixed-share option grants (50k annual) may reduce volatility in grant value year-to-year, increasing dilution predictability .
- 2023 option repricing increased director equity accounting values (incremental fair value for Rometty $231,685), a potential governance red flag for some investors given director participation .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in RANI proxy |
No director interlocks with compensation committees of other registrants are disclosed; related-party transactions summarized in the proxy do not list any involving Ms. Rometty .
Expertise & Qualifications
- Healthcare operations and commercialization leadership (CVS Kidney Care, Syneos, IBM Watson Health) .
- Current operator as CEO in digital health (Zerigo Health) .
- Education: B.S. International Business (Michigan State); MBA (University of Notre Dame) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 216,425 shares (<1%) | Footnote indicates consists of options exercisable within 60 days |
| Options outstanding at FY2024 year-end | 216,425 | Director option awards outstanding |
| Shares pledged/hedged | None permitted | Company policy prohibits hedging, short sales, margin purchases, and pledging by directors |
| Ownership guidelines | Not disclosed | Corporate Governance Guidelines align interests but no numeric director ownership guideline disclosed |
Insider transactions (recent highlights):
- 50,000 director stock option award on 2025-05-28 (Form 4)
- 50,000 director option award on 2024-05-29 (Form 4)
- 101,276 director option award on 2023-05-25 (Form 4)
- Multiple adjustment entries around 2023-12-16 and 2024-12-16 reflecting option repricing mechanics (awards/returns at revised prices)
Say-on-Pay & Shareholder Feedback
- Rani is an Emerging Growth Company and is not required to conduct say‑on‑pay votes; thus, no say‑on‑pay results are presented in the proxy .
- 2024 annual meeting votes show very high support for all directors; Rometty received 225,737,394 “For” vs. 17,913 “Withheld” .
Governance Assessment
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Strengths
- Independent director with deep healthcare operating expertise; currently an active CEO in digital health, supporting board effectiveness on commercialization and patient-tech strategy .
- Clear independence status; not implicated in related‑party transactions disclosed (which concentrate around founder/affiliates) .
- Solid engagement: served on Audit (through May 7, 2024) and then Nominating & Corporate Governance; Board/committee attendance ≥75% .
- Strong shareholder support in 2024 director election (near-unanimous “For”) .
- Robust policies: Dodd‑Frank–compliant clawback; prohibitions on hedging/pledging enhance alignment .
-
Watch items / RED FLAGS
- Option repricing in December 2023 increased director equity values (incremental fair value for Rometty $231,685), which some investors view as shareholder‑unfriendly, particularly when directors are included in repricing actions .
- Significant related‑party ecosystem with founder‑controlled entities (InCube) is a company‑level governance consideration; while no transactions involve Rometty, oversight vigilance by independent directors is critical .
-
Compensation alignment signals
- Cash retainer cut by 50% during liquidity‑constrained period (extended through 2025) suggests cash discipline; equity remains primary at‑risk component via options that vest with continued service .
-
Committees and process
- Compensation Committee uses independent consultant (Radford) and applies independence factors; non‑employee director equity framework standardized to fixed-share grants, improving predictability .