Daniel S. Messina
About Daniel S. Messina
Independent Class III director at Semler Scientific (SMLR) since August 2020; age 69 as of June 30, 2025. Career spans ~45 years across healthcare systems and technology entrepreneurship; currently President of Quarvis Health (includes HandsFree Health, which he co‑founded in 2016). Former CEO/President of Magellan Health, CFO/Head of Business Strategy at Aetna Health, VP Financial Reporting at Cigna; began as a CPA at Deloitte. B.S. in Accounting, University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Health | Chief Executive Officer and President | 2000–2002 | Led managed care business |
| Aetna Health | CFO & Head of Business Strategy | 1998–2000 | Finance and strategy leadership |
| Cigna Corporation | VP, Financial Reporting | ~1988–1998 (prior decade) | Financial reporting leadership |
| Rendina Healthcare Real Estate | President | 2002–2006 | Healthcare real estate leadership |
| West Corporation – Health Advocate division | Partner; concluded as Co‑President | ~2006–2016 (10 years) | Consumer health advocacy operations |
| Deloitte | Certified Public Accountant | Early career | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quarvis Health (incl. HandsFree Health) | President (Quarvis); Co‑Founder, HandsFree Health (WellBe) | Current; HandsFree founded 2016 | Virtual health platform and home health assistant |
Board Governance
- Independence: Board determined Messina is independent under Nasdaq rules .
- Attendance: Board met 5 times in 2024; each director then in office attended ≥75% of board and committee meetings .
- Committee assignments and roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert under SEC rules .
- Nominating & Corporate Governance Committee: Member .
- Compensation Committee: Not a member (committee comprised of Chang and Brunell as of 2025; in 2024 Chang and Semler) .
- Bitcoin Strategy Committee: Not a member (committee comprises Semler (Chair), Chang, Murphy‑Chutorian, Brunell) .
| Committee | Role | 2024 Meetings (Committee) |
|---|---|---|
| Audit | Chair | 4 |
| Nominating & Corporate Governance | Member | 0 |
| Compensation | — | 1 |
| Bitcoin Strategy | — | 0 (formed May 2024; active oversight remit) |
Fixed Compensation (Director)
| Component | Policy/Detail | Amount (2024) |
|---|---|---|
| Board retainer (cash) | Non‑employee director annual retainer | $45,000 |
| Audit Committee Chair fee (cash) | Chair annual fee | $22,500 |
| Nominating & Corporate Governance member fee (cash) | Member annual fee | $3,000 |
| Total cash fees (reported) | Fees earned or paid in cash | $70,500 |
- 2025 policy shift: Cash retainers eliminated; directors compensated with stock options under the 2024 Plan. Standard annual grants: 5,000 options for board service (6,000 for chair), plus committee options (Audit member 750 / chair 1,500; Nominating member 375 / chair 750; Compensation member 500 / chair 1,000). Bitcoin Strategy Committee grants are significantly larger for the chair (150,000 options; 24‑month vest, 24‑month term); members 1,000 options (12‑month vest, 10‑year term). Additional mid‑year 2025 top‑up grants were also made (e.g., +2,500 board, +375 audit member) to recognize increased time commitment .
Performance Compensation (Director)
| Equity Instrument | Grant detail | Quantity/Terms | Fair Value |
|---|---|---|---|
| Common stock (annual board equity) | May 2024 grant under 2014 Plan | 2,182 shares; fully vested at grant | $50,000 equivalent (shares = $50k/close) |
| Common stock (annual board equity) | Nov 2024 grant under 2024 Plan | 1,318 shares; fully vested at grant | $50,000 equivalent (shares = $50k/close) |
| Stock options (director) | 2024 | None to Messina (options granted to Semler and Chang for Bitcoin committee service) | $0 options value reported for Messina |
Performance metrics for director pay: None. Director compensation consisted of fixed cash retainers/committee fees and time‑vested equity; no performance‑conditioned metrics disclosed for directors .
Other Directorships & Interlocks
- The 2025 proxy discloses other public company directorships for some directors; Messina’s biography does not list current public company boards beyond SMLR .
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; extensive CFO/financial reporting background (Aetna Health CFO; Cigna VP Financial Reporting; CPA) .
- Industry depth: Managed care, health services, virtual care, and healthcare real estate; operating executive and entrepreneur (HandsFree Health) .
- Education: B.S., Accounting (Notre Dame) .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 22,630 shares (<1%) |
| Options included | 10,720 shares underlying options (included per SEC 60‑day rule) |
| Estimated common stock owned (remainder) | 11,910 shares (22,630 − 10,720) |
| Pledged/hedged | Company policy prohibits hedging/derivative transactions; policy highlights risks of pledging/margin but does not report any Messina pledges; none indicated in beneficial ownership table |
Insider Trades and Awards (Form 4)
Note: Awards reflect director equity grants consistent with board compensation policy updates (equity‑only starting 2025) .
Related-Party Transactions (Conflicts Check)
- The proxy’s related‑person transactions section discloses a cooperation agreement and other arrangements involving Eric Semler and William H.C. Chang; no transactions involving Messina are identified .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 6,803,887 | 147,170 | 127,954 | 2,506,761 |
| Director election – W.H.C. Chang (Class I) | 6,817,708 | 261,303 | — | 2,506,761 |
Governance Assessment
-
Strengths
- Independence and financial rigor: Independent director; Audit Committee Chair and SEC‑defined Financial Expert; audit committee met 4x in 2024; board attendance threshold met (≥75%) .
- Alignment via equity: 2024 director equity awards ($100k; fully vested shares) and move to equity‑only compensation in 2025; Messina also received 2025 option grants aligned with policy (see Form 4s above).
- Ownership and compliance: Beneficial ownership reported; no pledging indicated; hedging/derivatives prohibited by policy; Section 16(a) compliance reported for 2024 .
- Conflicts: No related‑party transactions involving Messina disclosed .
-
Watch items
- Strategic risk context: Bitcoin Strategy Committee (not including Messina) oversees treasury Bitcoin accumulation; the chair role carries unusually large option grants (up to 150,000 options) versus other roles—investors may scrutinize overall board incentives and risk oversight interactions with the audit function .
- Committee activity balance: Nominating & Governance Committee did not meet in 2024; ensure governance cadence supports evolving strategy and shareholder base .
-
Compensation Committee practices: No external compensation consultant engaged in 2024; committee comprised of independent directors .
Appendix: Supporting Disclosures
- Director biography and qualifications (Messina)
- Board independence determination
- Board/committee attendance and structure
- Director compensation (2024) and policy changes (2025)
- Beneficial ownership table
- Insider trading/hedging policy
- Related‑party transactions section
- Shareholder vote results (2025)