Steven Rubin
About Steven Rubin
Steven Rubin, 64, has served as an independent director of Red Violet, Inc. since March 2018. He is Executive Vice President, Administration of OPKO Health, Inc. (since May 2007) and a director of OPKO (since February 2007), with prior legal and managerial experience including Senior Vice President, General Counsel, and Secretary of IVAX Corporation (2001–2006). He has also served on numerous public company boards, bringing legal, governance, and multi-industry oversight expertise to RDVT’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OPKO Health, Inc. | Executive Vice President Administration; Director | EVP since May 2007; Director since Feb 2007 | Senior corporate officer; long-tenured governance experience |
| Fluent, Inc. | Director | Oct 2009–Mar 2018 | Pre-spin RDVT predecessor board experience |
| Ideation Acquisition Corp. | Secretary | Jun 2007–Oct 2009 | Corporate/transactional governance |
| Neovasc, Inc. | Director (prior) | Not disclosed | Medical devices oversight |
| Non-Invasive Monitoring Systems, Inc. | Director (prior) | Not disclosed | Medical devices oversight |
| VBI Vaccines, BioCardia, Kidville, Sevion Therapeutics, Dreams, SciVac, Tiger X Medical, Castle Brands, Fluent | Director (prior roles across varied industries) | Not disclosed | Broad governance across biotech, consumer, and tech |
External Roles
| Organization | Role | Notes |
|---|---|---|
| OPKO Health, Inc. | Executive Vice President Administration; Director | Long-tenured operating and governance role |
| Cocrystal Pharma, Inc. | Director | Biotech (viral disease treatments) |
| Eloxx Pharmaceuticals, Inc. | Director | Biopharma (ribosome modulation science) |
| Niagen Bioscience, Inc. | Director | Nutraceuticals; longevity focus |
Board Governance
- Committee assignments: Audit Committee member; Chair of Compensation Committee; Chair of Corporate Governance and Nominating Committee .
- Independence: The board determined all 2024 non-employee directors, including Rubin, were independent; and all current directors except the CEO are independent .
- Attendance/engagement: Board held eight meetings in 2024; all directors attended at least 75% of board and committee meetings and participated in the 2024 annual meeting .
- Leadership structure: No formal lead independent director; independent directors chair all three standing committees .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Retainer (Cash) | $25,000 | $25,000 | $25,000 |
Notes:
- Non-Employee Director Compensation Policy: $25,000 annual cash; initial RSU grant approximating $75,000 upon joining the board; additional equity may be granted for committee service and contributions .
Performance Compensation
| Grant Date | RSUs Granted | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting Schedule | Role-Based Allocation |
|---|---|---|---|---|---|
| Oct 12, 2022 | 10,800 | $16.91 | $182,628 | One-third annually on Nov 1, 2023/2024/2025 | 5,000 Board; 4,000 Audit; 1,800 Chair (Comp & Gov/Nom) |
| Nov 30, 2023 | 10,800 | $20.92 | $225,936 | One-third annually on Dec 1, 2024/2025/2026 | 5,000 Board; 4,000 Audit; 1,800 Chair (Comp & Gov/Nom) |
| Nov 4, 2024 | 8,000 | $30.04 | $240,320 | One-third annually on Nov 1, 2025/2026/2027 | 3,760 Board; 2,960 Audit; 1,280 Chair (Comp & Gov/Nom) |
Additional points:
- Company indicated it does not currently grant stock options; director equity is RSU-based and time-vested (no disclosed performance metrics attached to director awards) .
- Committee service and chair roles explicitly drive incremental RSU allocations .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict Consideration |
|---|---|---|
| OPKO Health, Inc. | Healthcare/Pharma | No disclosed RDVT transactions with OPKO; presence in healthcare does not directly overlap RDVT’s data solutions business |
| Cocrystal Pharma, Inc. | Biotech | No related-party transactions disclosed with RDVT |
| Eloxx Pharmaceuticals, Inc. | Biopharma | No related-party transactions disclosed with RDVT |
| Niagen Bioscience, Inc. | Nutraceuticals | No related-party transactions disclosed with RDVT |
Expertise & Qualifications
- Legal/governance: Former SVP, General Counsel, and Secretary at IVAX Corporation; Secretary of Ideation Acquisition Corp.; extensive boardroom experience across regulated industries .
- Finance/risk oversight: Serves on RDVT’s Audit Committee; multi-year governance leadership across compensation and nominating .
- Industry breadth: Biotech, pharma, nutraceuticals, data/technology via prior roles; valuable cross-industry perspective for RDVT’s analytics business .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares Beneficially Owned | 66,738 (<1% of outstanding) |
| Vested but Deferred Delivery | 55,600 shares deferred |
| Unvested RSUs | 3,600 (vest 11/01/2025); 7,200 (3,600 vest 12/01/2025 and 3,600 vest 12/01/2026); 8,000 (vest one-third on 11/01/2025, 11/01/2026, 11/01/2027) |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; short sales prohibited to the extent required by law (no pledging disclosure) |
Notes:
- Beneficial ownership percentages calculated by the company; Rubin’s ownership reported as less than 1% of outstanding shares .
- The related-party transactions section does not list any Rubin-related transactions .
Say-on-Pay & Shareholder Feedback (Signal for Governance)
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Say on Pay (NEOs) | 11,346,696 | 155,188 | 1,530 | 1,418,568 |
| Say-on-Pay Frequency | One Year: 9,786,293; Two Years: 373,115; Three Years: 62,442; Abstain: 1,281,565; Broker Non-Votes: 1,418,567 |
Governance Assessment
- Strengths: Independent status; chairs two key committees (Compensation; Corporate Governance & Nominating), signaling central role in pay design and board refresh; consistent meeting attendance thresholds; explicit anti-hedging policy and SEC/Nasdaq-compliant clawback policy reinforce investor-alignment .
- Ownership alignment: Material deferred equity balances and ongoing RSU vesting create long-term exposure to RDVT’s equity; however, absolute ownership remains under 1% of shares outstanding .
- Potential conflicts: Extensive external board service (OPKO/Cocrystal/Eloxx/Niagen); no RDVT-related party transactions disclosed involving Rubin; committee oversight of related-party transactions in place via Audit Committee .
- Red flags: None disclosed on attendance, Section 16 compliance, hedging/pledging, option repricing, or related-party transactions; say-on-pay support was strong in 2024, indicating shareholder comfort with pay practices .
Key monitoring items: track future equity award structures for directors (time-based vs performance-based), any changes in external directorships that may create industry overlaps, and continued transparency on deferred share delivery and ownership guidelines. **[1720116_0001193125-25-100538_d899929ddef14a.htm:9]** **[1720116_0001193125-25-100538_d899929ddef14a.htm:35]**