Saul Factor
About Saul Factor
Saul Factor (age 65) is an independent director of Richtech Robotics Inc., appointed in November 2023, with a healthcare and pharmaceuticals operating background across sourcing, procurement, strategy, and distribution. He currently leads Factor Healthcare Consulting (founded 2020), holds a B.S. in Pharmacy (Northeastern University) and an MBA (University of New Haven). He serves on RR’s Audit, Compensation, and Nominating & Corporate Governance Committees and was deemed independent under Nasdaq rules. He is a Class II director; the Class II term (including Factor) runs to the second annual meeting of stockholders after listing, per the company’s classified board structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Drug Company | President | 2017–2020 | Directed marketing, sales, operations, and financial functions |
| Accord Healthcare | EVP, Strategy | 2016–2017 | Strategic leadership in generics and commercialization |
| McKesson Corporation | President, Global Sourcing & Procurement; SVP, Global Generics | 2006–2016 | Led global sourcing/procurement and generics strategy |
| RX America, LLC | Chief Operating Officer | 2003–2006 | Operations leadership in pharmacy benefits |
| Eli Lilly & Company | B2B Brand Manager and Leader | 2000–2003 | Commercial leadership; brand management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Factor Healthcare Consulting | President | 2020–present | Healthcare/pharma consulting (founded by Factor) |
Board Governance
- Independence: Board has determined Factor is independent under Nasdaq Rule 5605(a)(2); he also meets committee independence standards (Audit, Compensation, Nominating & Corporate Governance) .
- Committee assignments:
- Audit Committee (member); Audit Chair is John Shigley .
- Compensation Committee (member); Chair is Stephen Markscheid .
- Nominating & Corporate Governance Committee (member) .
- Attendance and engagement (FY2024):
- Board: 8 meetings; each director attended all → Factor 100% .
- Audit Committee: 4 meetings; all committee members attended all .
- Compensation Committee: 1 meeting; all committee members attended .
- Nominating & Corporate Governance Committee: 0 meetings .
- Board structure and control: RR has a classified board (three classes with staggered terms); Factor is in the second class (with Shigley). CEO and founder Zhenwu (Wayne) Huang beneficially controls ~59.1% of total voting power, indicating a controlled-company dynamic that can affect minority shareholder influence on governance outcomes .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $0 |
| Equity grant | 12,000 Class B shares granted July 1, 2024; grant-date value $14,640 |
| Options | $0 |
| Meeting fees / Committee chair fees | Not disclosed; none shown in director compensation table |
Mix: 0% cash / 100% equity for FY2024 based on disclosed director compensation table .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director pay (e.g., TSR, revenue, EBITDA, ESG) | None disclosed for directors; compensation consisted of a fixed annual equity grant; no option awards or performance-vested equity disclosed |
| Clawback policy context (governance) | Company adopted an executive compensation clawback policy effective October 2, 2023; applies to current and former executive officers in case of accounting restatements, irrespective of misconduct |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships (outside RR) | None disclosed for Factor in the proxy biography |
| Prior public company directorships | Not disclosed in Factor’s biography |
| Compensation Committee interlocks | None; no interlocks or insider participation disclosed |
Expertise & Qualifications
- Deep operating experience in healthcare and pharmaceuticals (distribution, generics, sourcing/procurement, strategy) across multiple companies and geographies .
- Education: B.S. in Pharmacy (Northeastern University); MBA (University of New Haven) .
- Board skills relevance: executive leadership and fostering corporate growth cited as primary qualifications for RR board service .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Voting Power |
|---|---|---|---|
| Saul Factor | 0 | 22,000 | <1% |
- As of record date August 25, 2025; beneficial ownership table indicates less than 1% voting power for Factor .
- The beneficial ownership section does not indicate any pledging of shares by Factor; no pledging is indicated for his holdings in the table .
Governance Assessment
-
Positives
- Verified independent status and service across three key committees, offering leverage of healthcare/pharma operating expertise to oversight roles .
- Perfect attendance at Board and committee meetings in FY2024 indicates strong engagement .
- Director compensation is equity-heavy (no cash retainer, equity grant only), aligning interests with shareholders’ long-term value creation .
- Presence of a formal clawback policy (for executives) supports overall compensation governance rigor at the company level .
-
Risks / Red Flags
- Controlled-company dynamic: CEO beneficially controls ~59.1% of voting power, potentially limiting minority investor influence over director elections and governance changes .
- Section 16 compliance: Factor had one late Form 4 filing in FY2024 (timeliness lapse), a minor process red flag for disclosure hygiene .
-
Conflicts and Related-Party Exposure
- Factor is president of Factor Healthcare Consulting (private). The proxy’s related-party transactions section for FY2024 does not disclose any transactions involving Factor or his consulting firm .