Arda Minocherhomjee
RSLSAbout Arda Minocherhomjee
Independent director at ReShape Lifesciences since August 2018; age 70. Managing Partner and founder of Chicago Growth Partners (since 2004), previously Managing Director at William Blair Capital Partners and head of its Healthcare Research Group. Holds an M.S. (Pharmacology) from University of Toronto and a Ph.D. and MBA from University of British Columbia; designated by the Board as an SEC “financial expert” for audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William Blair Capital Partners | Managing Director; Head of Healthcare Research Group | Not disclosed | Covered drugs/drug delivery, medical devices, and healthcare services; deep finance/analysis background |
| ReShape Lifesciences (Board) | Independent Director | Since Aug 2018 | See governance section; Audit Committee chair; designated SEC financial expert |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Chicago Growth Partners | Managing Partner; Founder | 2004–present | PE investing; healthcare and medical devices focus |
- Other public company directorships: none disclosed in RSLS proxy .
Board Governance
- Independence: Board determined Minocherhomjee is independent under Nasdaq rules; all standing committees composed solely of independent directors .
- Committee assignments and chair roles:
- Audit Committee: Chair; Board designated him an SEC “financial expert.” Audit Committee held seven meetings in FY2022, with regular private sessions with the auditor and executive sessions without management .
- Nominating & Governance Committee: Member .
- Compensation Committee: Member .
- Attendance: The Board held 10 meetings in FY2022; each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Executive Chair (Dan Gladney) and Lead Independent Director (Gary Blackford) structure; independent directors hold executive sessions at each regular Board meeting .
- Governance update/red flag: Following Lead Independent Director Gary Blackford’s resignation effective March 15, 2025, the Audit Committee temporarily comprised two independent directors and relied on Nasdaq cure period to regain compliance with three-member minimum .
| Committee | Role | Notes |
|---|---|---|
| Audit | Chair | SEC “financial expert”; 7 meetings in 2022 with private/executive sessions |
| Nominating & Governance | Member | Independent composition |
| Compensation | Member | Independent composition; authority to retain independent consultants |
Fixed Compensation
| Component | FY | Amount (USD) | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee director) | 2022 | $35,000 | Standard for all non-employee directors |
| Audit Committee Chair retainer | 2022 | $17,500 | Chair premium |
| Compensation Committee member retainer | 2022 | $5,000 | Member (non-chair) |
| Nominating & Governance member retainer | 2022 | $4,500 | Member (non-chair) |
| Lead Director retainer (role not held by Minocherhomjee) | 2022 | $15,000 | For Lead Director (Blackford) |
| Fees earned (Minocherhomjee) | 2022 | $52,500 | Consistent with Board + Audit Chair |
- Meeting fees: none disclosed .
- Expense reimbursement: reasonable travel and other expenses are reimbursed .
Performance Compensation
| Component | FY | Detail |
|---|---|---|
| Equity awards (RSUs/PSUs) | 2022 | Not disclosed for directors |
| Option awards | 2022 | Not disclosed for directors |
| Performance metrics tied to director pay (TSR, EBITDA, etc.) | 2022 | Not disclosed; director pay appears retainer-based |
| Clawbacks / COI provisions | Ongoing | Audit Committee reviews related-party transactions; Code of Business Conduct and Ethics in place |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Minocherhomjee |
Expertise & Qualifications
- Deep healthcare investment and research background (medical devices, drug delivery, health services) .
- SEC-designated audit committee financial expert; experienced in financial reporting oversight and auditor independence .
- Advanced degrees in pharmacology and business; complements sector and finance expertise .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Shares Outstanding |
|---|---|---|---|
| Dec 15, 2023 | — | * (less than 1%) | 23,382,047 |
| Feb 18, 2025 | — | * (less than 1%) | 3,305,087 |
- Anti-hedging/anti-pledging: policy prohibits holding company securities in margin accounts or pledging as collateral; hedging requires pre-clearance and is restricted .
- Insider trades (Form 4): No Form 4 insider transactions found for “Minocherhomjee” between Jan 1, 2023 and Nov 20, 2025 (via insider-trades skill).
| Period | Transactions |
|---|---|
| 2023-01-01 to 2025-11-20 | None located (Form 4) |
Governance Assessment
- Strengths: Independent director with sector-specific finance expertise; Audit Committee Chair and SEC financial expert designation support financial reporting quality and oversight; independent executive sessions at each regular meeting enhance board effectiveness .
- Alignment concerns: Beneficial ownership shows no RSLS shareholdings for Minocherhomjee at two recent cut-offs; director compensation appears entirely cash-based with no disclosed equity grants—potentially weak “skin-in-the-game” vs. equity-aligned models .
- Red flags: Audit Committee fell below Nasdaq’s three independent members after Blackford’s March 2025 resignation, requiring cure-period reliance—temporary risk to audit oversight robustness until reconstituted .
- Conflicts/related-party exposure: Board annually reviews independence; no transactions or relationships disclosed that would disqualify independence; Audit Committee oversees related-party transactions per charter, mitigating COI risks .
- Policies: Anti-hedging and anti-pledging restrictions improve alignment and deter risk-mitigating behaviors that could reduce exposure to shareholder outcomes .