Jayanth S. Komarneni
RCM TECHNOLOGIESAbout Jayanth S. Komarneni
Independent director since 2020 (age 42), Komarneni is founder and chair of the Human Diagnosis Project (Human Dx), with prior advisory roles at McKinsey & Company and Bain & Company, and an operating role helping launch Greenoaks Capital Management as its first employee; he holds an MSc in Global Health Science (Oxford), an MBA (Wharton), and an MS in Biotechnology (University of Pennsylvania) . His cross-sector background spans technology, healthcare, investment, and life sciences, providing strategic and operational contributions to RCM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Advisor to leadership at major organizations | Not disclosed | Strategy across social, public, private sectors |
| Bain & Company | Advisor to leadership | Not disclosed | Strategy across multiple industries |
| Greenoaks Capital Management | First employee; helped launch and operate | Not disclosed | Global alternative investment firm operations |
| Y Combinator | Participant | Not disclosed | Technology accelerator participation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Diagnosis Project (Human Dx) | Founder & Chair | Not disclosed | Built open medical intelligence network with leading medical orgs and funders |
The proxy biography does not list other public company board service for Komarneni .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating & Corporate Governance Committee .
- Independence: Board determined each member of Audit, Compensation, and Nominating & Corporate Governance committees meets Nasdaq/SEC independence standards; Komarneni serves on all three (chairing Nominating) .
- Lead Independent Director: Swarna Srinivas Kakodkar designated by independent directors .
- Attendance: Board held five meetings in FY ended Dec 28, 2024; each director attended at least 75% of Board and committee meetings; executive sessions of independent directors occurred at every regularly scheduled Board meeting .
- Committee meeting cadence: Audit met four times; Compensation met once; Nominating & Corporate Governance met once in FY 2024 .
- Related-party oversight: Audit Committee charter includes reviewing and approving related party transactions; Company maintains Code of Conduct and formal related party transaction approval process .
- Compensation Committee interlocks: None requiring disclosure since the beginning of 2024; no committee interlocks involving directors and executive officers per Item 407 .
Fixed Compensation
- Non-employee director structure (effective Jan 1, 2018): $45,000 annual cash retainer; $45,000 annual RSUs (1-year vesting); no meeting fees; chair retainers—Audit $10,000, Compensation $10,000, Nominating & Corporate Governance $5,000; share retention requirements subject to ownership guidelines and tax sales only .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid monthly; no meeting fees |
| Chair retainer (Nominating & Corporate Governance) | $5,000 | Applicable to Komarneni as committee chair |
| Annual equity (RSUs) | $45,000 | 1-year vesting; retention per ownership guidelines |
| FY 2024 Non-Employee Director Compensation (Komarneni) | Cash Fees | Equity Awards (Grant-date FV) | All Other | Total |
|---|---|---|---|---|
| Jayanth S. Komarneni | $50,000 | $45,000 | – | $95,000 |
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics are disclosed for directors .
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| TSR percentile, revenue/EBITDA goals, ESG metrics | No | Non-employee director RSUs vest based on time (1-year) |
| RSU Vesting Details (Komarneni) | Quantity | Vest Date | Source |
|---|---|---|---|
| Unvested RSUs outstanding (as of Dec 28, 2024) | 1,944 | Dec 12, 2025 | Proxy/Ownership tables |
2025 Omnibus Equity Plan imposes a $100,000 annual limit on non-employee director awards (aggregate grant-date value), reinforcing governance guardrails .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees/Interlocks |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee interlocks—none requiring disclosure since 2024 |
Expertise & Qualifications
- Cross-disciplinary experience in technology, healthcare, investment, professional services, and life sciences; strategic and operational contributions across RCM segments .
- Education: MSc (Oxford – Global Health Science), MBA (Wharton), MS (UPenn – Biotechnology) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jayanth S. Komarneni | 61,548 | <1% (asterisk per proxy) | Includes 1,944 RSUs vesting Dec 12, 2025 |
| Shares Outstanding (reference) | 7,410,510 | — | As of Nov 5, 2025 |
- Ownership alignment: RSU retention policy requires directors to retain vested shares except to cover taxes, subject to ownership guideline compliance .
- Pledging/hedging: Insider Trading Policy in place; specific hedging/pledging restrictions not detailed in proxy .
- Shares pledged as collateral: None disclosed in proxy .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance and serves on Audit and Compensation—positions central to board effectiveness and oversight . Regular executive sessions of independents and committee independence determinations support governance quality . Director pay is modest and balanced (cash/equity), with RSU retention and a formal $100,000 cap under the 2025 plan for non-employee directors—reducing pay inflation risk and reinforcing alignment .
- Engagement: Board met five times; each director attended ≥75% of Board and committee meetings; Audit met four times—indicative of active financial oversight cadence .
- Conflicts/Related-party: Audit Committee pre-approves related-party transactions; no compensation committee interlocks requiring disclosure—mitigating conflict risks .
- RED FLAGS: None observed in proxy regarding related-party transactions, meeting attendance shortfalls, or director pay anomalies; director compensation is time-based (no performance metrics), which is conventional for directors but offers limited performance linkage—offset by ownership retention guidelines and award caps .