Lori McDougal

About Lori McDougal

Independent director since July 2015; age 62. Former Executive Vice President at Optum (UnitedHealth Group) and senior leadership roles across UnitedHealth subsidiaries (President, CEO, COO, VP), with deep payer and government program experience. Biography highlights operational leadership and insurance expertise, but no education credentials are disclosed in the proxy. Independence affirmed by the Board under Nasdaq rules.

Past Roles

External Roles

• No other public company directorships are disclosed in her biography.

Board Governance

• Independence status: Independent director under Nasdaq rules; all standing committees comprise independent directors.
• Committee memberships and chair roles (current per proxy):
  • Audit Committee: Member (Audit Chair is Arda Minocherhomjee; financial expert designation to Chair).
  • Compensation Committee: Member (Compensation Chair is Gary Blackford).
  • Nominating & Governance: Not listed as a member; Chair is Gary Blackford.
• Board attendance: The Board held 10 meetings in FY 2022; each director attended at least 75% of Board and committee meetings on which they served.
• Executive sessions: Non‑employee directors meet in executive session at each regular Board meeting.
• Lead Independent Director: Gary Blackford; Executive Chair: Dan Gladney.

Fixed Compensation

• Director compensation structure (FY 2022):
  • Annual Board retainer: $35,000
  • Committee member retainers: Audit $8,000; Compensation $5,000; Nominating & Governance $4,500
  • Committee chair retainers: Audit $17,500; Compensation $10,000; Nominating & Governance $9,000
  • Lead Director retainer: $15,000
  • Reimburse reasonable travel/meeting expenses.

• Note: The table shows only cash fees; no equity grants to non-employee directors are disclosed for FY 2022.

Performance Compensation

• No performance-based compensation, stock/option awards, or meeting fees beyond fixed retainers are disclosed for directors in FY 2022; no director performance metrics (TSR, EBITDA, ESG) are described for director pay.

Other Directorships & Interlocks

• Current public company boards: None disclosed for McDougal.
• Interlocks/committee roles at other companies: Not disclosed for McDougal.
• Related-party transactions: Board independence review found no disqualifying transactions or relationships requiring disclosure, other than the CEO’s employment (not applicable to McDougal).

Expertise & Qualifications

• Core expertise: Health insurer operations, Medicare/retirement, military/veterans programs, international expansion, payer analytics.
• Board-level qualification: Insurance and government program leadership experience; relevant for reimbursement and market access oversight in medical devices.
• Financial expert designation: Not assigned to McDougal; Audit Chair designated as financial expert.

Equity Ownership

• Company policy prohibits pledging company securities as collateral and restricts hedging transactions without pre‑clearance, which mitigates alignment risks related to hedging/pledging.

Governance Assessment

• Strengths:
  • Independent director with material experience in payer ecosystems; serves on Audit and Compensation—key oversight committees.
  • Board practices include regular executive sessions and independent committee composition.
  • Audit Committee structure includes a designated financial expert (Chair), with private sessions with auditors.
• Concerns/Signals:
  • Ownership alignment: No reported beneficial ownership—potential “skin‑in‑the‑game” shortfall versus typical director equity alignment practices.
  • Capital actions: The Board proposed reverse stock splits (Jan 2024, Mar 2025) and substantial warrant/ELOC issuances with potential for significant dilution (including zero exercise price alternatives), which may be viewed as negative signals by investors regarding capital structure stability; ongoing oversight of these actions is critical for investor confidence.
• Related-party/Conflicts:
  • Annual independence review found no disqualifying relationships for McDougal; Audit Committee reviews related-party transactions per policy.

RED FLAGS:

• Zero reported share ownership for McDougal (alignment risk).
• Repeated reverse split proposals and dilutive financing structures (warrants with reset/zero exercise price, ELOC true‑ups) increase governance scrutiny on board capital allocation and shareholder protection.