Dan Gladney
RSLSAbout Dan Gladney
Dan W. Gladney (age 70) has served on ReShape Lifesciences’ board since November 2015; he was Chairman beginning October 2016, served as President & CEO from November 2015 to March 2019, and has been Executive Chair since July 2022 . The board classifies Gladney as an independent director under Nasdaq rules, with Gary Blackford as Lead Director to balance governance given Gladney’s prior CEO role . His background includes leading multiple medical device companies and governance work at private and public boards, positioning him with commercialization and operating expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ReShape Lifesciences | President & CEO | Nov 2015–Mar 2019 | Led company through leadership transition; subsequent Executive Chair since Jul 2022 |
| Lanx, Inc. | Chairman & CEO | Prior to 2008 (sold pre-NEP) | Spinal surgery device commercialization; sale led to private investor/consulting period |
| Norwest Equity Partners | Healthcare Operating Partner | 2008–2010 | Strategic planning, governance for portfolio companies; new investment execution |
| Heart Leaflet Technologies | President & CEO | Prior role | Medical device leadership (acquired by Bracco) |
| ACIST Medical Systems | President & CEO | Prior role | Medical device leadership (acquired by Bracco) |
| Compex Technologies (public) | Chairman, CEO & President | 2002–2006 | Orthopedic/health & wellness electrotherapy; public company leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aria CV, Inc. | Director | Current | Medical device; no committee details disclosed |
| Various private/public company boards | Member | Historical | Not enumerated; indicates broad board experience |
Board Governance
- Independence: Board determined Gladney, McDougal, Blackford, and Minocherhomjee are independent; Hickey is not due to employment .
- Leadership: Gladney serves as Executive Chair; Blackford is Lead Director to ensure efficient independent oversight given Gladney’s prior CEO history .
- Committee assignments: Gladney is on Nominating & Governance; he is not on Audit or Compensation .
- Attendance: Board held 10 meetings in FY2022; each director attended at least 75% of Board and committee meetings (company-wide disclosure) .
- Governance processes: Independent director executive sessions each regular meeting; Board maintains charters for Audit, Compensation, and Nominating & Governance committees .
- Risk oversight: Board and committees oversee strategic, financial, compliance, and compensation risks per defined matrix .
Fixed Compensation
| Component (Directors) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | 35,000 | Standard cash retainer (2022 structure) |
| Audit Committee member retainer | 8,000 | Additional cash retainer |
| Compensation Committee member retainer | 5,000 | Additional cash retainer |
| Nominating & Governance Committee member retainer | 4,500 | Additional cash retainer |
| Audit Committee Chair retainer | 17,500 | Additional cash retainer |
| Compensation Committee Chair retainer | 10,000 | Additional cash retainer |
| Nominating & Governance Chair retainer | 9,000 | Additional cash retainer |
| Lead Director retainer | 15,000 | Additional cash retainer |
| Executive Chair cash compensation (Gladney) | 90,000 | Replaces Chair comp; in addition to $35,000 Board retainer (total $125,000 before committee fees) |
| Director Cash Compensation (FY2022) | Fees Earned/Paid in Cash ($) |
|---|---|
| Dan Gladney | 95,261 |
| Gary Blackford | 77,000 |
| Lori McDougal | 57,500 |
| Arda Minocherhomjee | 52,500 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity grants (annual director awards) | Not disclosed | 2022 director compensation table reports cash; no director equity disclosed |
| Performance metrics tied to director compensation | Not disclosed | No performance criteria for director pay disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Aria CV, Inc. | Private | Director | No RSLS customer/supplier link disclosed |
| Compex Technologies | Public (historical) | Chairman, CEO, President | Historical employment; not a current interlock |
Expertise & Qualifications
- Led multiple medical device companies; commercialization and strategic execution experience .
- Private equity operating partner experience (NEP) with governance and investment responsibilities .
- Prior public company leadership (Compex Technologies), indicating familiarity with public markets .
Equity Ownership
| Metric | Dec 15, 2023 | Feb 18, 2025 |
|---|---|---|
| Shares beneficially owned (Dan Gladney) | 840 | 15 |
| Percent of outstanding | <1% | <1% |
- Company anti-hedging and anti-pledging policy prohibits margin/pledging and restricts hedging; requires pre-clearance for hedging transactions .
Governance Assessment
- Independence and leadership structure: Board affirmatively deems Gladney independent, but he serves as Executive Chair after prior CEO tenure; Lead Director role is used to bolster independent oversight—investors should monitor executive session cadence and committee composition to ensure practical independence remains strong .
- Committee placement: Gladney is on Nominating & Governance only; he does not sit on Audit or Compensation, reducing compensation oversight conflicts risk .
- Attendance: Company-wide disclosure indicates at least 75% attendance for all directors in FY2022; lack of director-specific rates suggests limited transparency—watch for future proxies to confirm persistent engagement .
- Pay structure: Executive Chair receives additional fixed cash ($90k) plus standard board retainer ($35k); no director equity disclosed for 2022, limiting direct alignment via stock but avoiding equity-linked dilution—evaluate subsequent years for changes in mix .
- Ownership alignment: Very small reported holdings (15 shares as of Feb 18, 2025; <1%) following capital actions indicate low “skin-in-the-game”; policies restrict hedging/pledging, which is positive, but low ownership is a signal to watch for enhanced alignment (e.g., equity retainers or guideline adoption) .
- Related-party and conflicts: Board reports independence and has Audit Committee review of related-party transactions; no specific related-party transactions disclosed involving Gladney—continue monitoring 8-K Item 5.02 and proxy disclosures for changes .