Douglas Murphy-Chutorian
About Douglas Murphy-Chutorian
Douglas Murphy-Chutorian, M.D., is Semler Scientific’s CEO (Oct 31, 2012–Apr 3, 2023; reappointed Apr 27, 2023–present) and a Class III director since Sep 2012. A cardiologist and inventor with 30+ patents, he previously led Select Healthcare Capital (2005–2012), and served on faculty at Stanford and Montefiore; he holds a B.A. and M.D. from Columbia and completed residency at NYU/Bellevue and cardiology fellowship at Stanford . Board structure: Eric Semler serves as Executive Chairman; the board affirms three independent directors (Messina, Chang, Brunell), with CEO not independent and roles separated (Chair ≠ CEO) . Performance context: net income rose from $14.3m (2022) to $20.6m (2023) and $40.9m (2024), while the “$100 investment” TSR measure moved from $36 (2022) to $48 (2023) to $59 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Select Healthcare Capital, LLC | Managing Director | 2005–2012 | Healthcare investing; guided >50 products through regulatory approvals . |
| Stanford University Medical Center; Montefiore Medical Center | Faculty, Interventional Cardiology | N/A | Clinical and academic leadership; domain expertise in cardiology . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in proxy biography . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 488,508 | 450,000 | Employment agreement set annual base at $450,000 upon reappointment (May 25, 2023) . |
| Bonus ($) | — | — | Uses non-equity incentive plan (below). |
| Non-Equity Incentive Plan Comp ($) | 400,000 | 400,000 | Targeted via quarterly objectives; 2023 metrics: revenue growth and pre-tax profit . 2024 metric: billable QuantaFlo tests; target achieved . |
| All Other Compensation ($) | 40,389 | 35,111 | Includes health insurance; 2023 included $20,213 legal fee reimbursement . |
| Total ($) | 928,897 | 1,109,661 | — |
Performance Compensation
- Annual cash incentive
- 2023 metrics: quarterly revenue growth (+$50k per quarter) and pre-tax profitability (+$50k per quarter) .
- 2024 metric shift: number of billable QuantaFlo tests; target achieved .
- Option awards (grant-date fair value): $224,550 in 2024; none in 2023 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| 2023 Revenue Growth (quarterly) | 50% of quarterly bonus | Increase vs prior-year quarter | Not individually disclosed | Included in $400k annual non-equity incentive | Paid quarterly . |
| 2023 Pre-tax Profitability (quarterly) | 50% of quarterly bonus | Positive PBT per quarter | Not individually disclosed | Included in $400k annual non-equity incentive | Paid quarterly . |
| 2024 Billable QuantaFlo Tests | 100% of annual bonus construct | Internal test volume target | Achieved | $400k non-equity incentive | Paid quarterly . |
Plan design signals: shift from profitability/revenue to operational utilization (test volumes) in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 594,993 shares (4.2% of 13,688,405 shares outstanding as of Jun 30, 2025) . |
| Composition | Includes 439,680 shares underlying options and 155,313 shares held in a family trust (co-Trustee with spouse) . |
| Vested vs Unvested (12/31/2024) | Exercisable options outstanding: 60,000 @ $2.56 exp 12/31/2025; 125,000 @ $2.23 exp 2/17/2026; 125,000 @ $1.72 exp 1/19/2027; 125,000 @ $8.00 exp 12/31/2027. Unexercisable: 15,000 @ $22.92 exp 5/10/2034 . |
| New Grants in 2025 | Options: 50,000 @ $58.94 (grant 1/6/2025); 25,000 @ $36.16 (grant 5/2/2025); 10-year terms; vested options exercisable up to original expiration (no 90-day post-termination limit) . |
| Hedging/Pledging | Hedging and derivative transactions are prohibited by insider trading policy; policy highlights risks of margin/pledged shares but does not explicitly permit pledging; compliance with federal securities laws affirmed . |
| Ownership Guidelines | Not disclosed in proxies reviewed. |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; base salary $450,000; quarterly target bonus $100,000 based on pre-defined objectives . |
| Severance | Upon termination (with supplemental release): $450,000 paid over 12 months; up to 9 months COBRA reimbursement; extension of post-termination option exercise to original expiration; severance payable to spouse if termination due to death . |
| Change-of-Control (Cash) | No separate CoC cash multiple disclosed in CEO agreement; company equity plan provides award treatment upon “Sale Event” if not assumed . |
| Equity Treatment (CoC) | If awards are not assumed in a Sale Event: time-based awards vest in full; performance awards may vest at committee discretion or at maximum; options/SARs may be cashed out for intrinsic value or allowed exercise window; otherwise awards terminate at transaction close . |
| Clawbacks | No specific clawback policy disclosure found in proxies reviewed. |
| Perquisites | Health insurance; in 2023, legal fee reimbursement related to employment transitions . |
Board Governance
| Attribute | Detail |
|---|---|
| Director Since | September 2012; Class III director . |
| Independence | Not independent; independent directors: Chang, Messina, Brunell; Semler ceased to be independent upon becoming Executive Chairman (Jun 2025) . |
| Leadership Structure | Chair (Executive Chairman) separated from CEO; board cites benefits of separation . |
| Committees | Member, Bitcoin Strategy Committee (formed May 2024) . Not listed as member of Audit/Compensation/Nominating in 2024/2025 committee rosters . |
| Meeting Attendance | Board met 5 times in 2024; directors then in office attended ≥75% of aggregate board/committee meetings . |
Director Compensation (relevant to dual role)
- Employee directors (CEO) do not receive additional compensation for board service .
- Non-employee director policy outlines cash retainers and equity grants; updated in 2025 to emphasize equity and Bitcoin committee-specific grants (context for board incentives) .
Say-on-Pay & Shareholder Votes
| Proposal (Annual Meeting 9/5/2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 6,803,887 | 147,170 | 127,954 | 2,506,761 |
| Increase authorized common stock | 6,905,107 | 2,209,591 | 86,897 | 0 |
| Authorize 42,000,000 preferred stock | 4,495,642 | 2,498,626 | 84,746 | 2,506,758 |
Pay vs Performance and Company Outcomes
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 14,325 | 20,583 | 40,899 |
| Value of $100 Investment (TSR) | $36 | $48 | $59 |
| CEO “Compensation Actually Paid” ($) | 870,459 | 928,897 | 1,475,211 |
The compensation committee changed the key PEO performance measure from net income to test volumes in 2024, and disclosed that NEO pay other than the PEO is fixed and not tied to financial metrics .
Equity Award Detail and Potential Selling Pressure
| Grant/Outstanding | Shares | Exercise Price | Vesting/Status | Expiration |
|---|---|---|---|---|
| Option (legacy) | 60,000 | $2.56 | Exercisable | 12/31/2025 |
| Option (legacy) | 125,000 | $2.23 | Exercisable | 02/17/2026 |
| Option (legacy) | 125,000 | $1.72 | Exercisable | 01/19/2027 |
| Option (legacy) | 125,000 | $8.00 | Exercisable | 12/31/2027 |
| Option (5/10/2024) | 15,000 | $22.92 | Unexercisable at 12/31/2024 | 05/10/2034 |
| Option (1/6/2025) | 50,000 | $58.94 | Terms under 2024 Plan; vested options exercisable to expiry | 10-year term |
| Option (5/2/2025) | 25,000 | $36.16 | Terms under 2024 Plan; vested options exercisable to expiry | 10-year term |
Notably, vested options under the 2024 Plan are exercisable up to original expiration rather than typical 90-day post-termination windows, reducing forced-selling pressure on departure while extending optionality .
Related Party Transactions and Red Flags
- Repurchase of CEO-held warrants: On May 17, 2023, the company repurchased warrants to acquire 76,875 shares from Dr. Murphy-Chutorian for $1.9 million (cash), reflecting intrinsic value at then-market; the warrants (originally $4.00–$4.50 strikes) were canceled .
- Insider trading policy: Hedging/derivative transactions prohibited; policy highlights risks of pledged/margin securities; Section 16(a) compliance reported for 2024 .
Compensation Structure Analysis
- Mix and trend: 2024 added a meaningful option grant ($224,550 fair value) versus none in 2023, increasing equity-at-risk exposure .
- Metric design: Shift in 2024 from income/profitability to operational utilization (billable tests) could align incentives with sales execution but may dilute direct linkage to profitability metrics .
- Guaranteed vs at-risk: Base salary stable at $450k; variable cash ($400k) contingent on quarterly objectives; no discretionary bonus paid in 2023/2024 .
- Change-in-control: Cash severance tied to salary (12 months) without bonus multiple; equity change-of-control protections rely on plan-level acceleration if awards are not assumed .
Board Service, Committees, and Dual-Role Implications
- Dual role (CEO + Director): Balanced by separate Executive Chairman and a majority-independent board; CEO not on Audit/Comp/Nominating committees; he serves on the Bitcoin Strategy Committee with Executive Chairman as chair .
- Independence considerations: Majority-independent structure and explicit independence determinations mitigate dual-role concerns; however, the board’s Bitcoin orientation (e.g., special committee incentives) concentrates strategic risk oversight with a committee including the CEO .
Investment Implications
- Pay-for-performance alignment: CEO incentives comprise quarterly cash tied to operational metrics and increased option exposure in 2024, while net income and TSR improved through 2024; the pivot to utilization metrics may support top-line/volume execution but less directly ties to profitability .
- Selling pressure risk: Substantial vested legacy options with expirations in 2025–2027 provide potential exercise windows; 2024 Plan’s extended post-termination exercise terms reduce forced selling but keep optionality over a longer horizon .
- Governance and dual roles: Separation of Chair/CEO and independent majority mitigate governance risk; CEO participation on the Bitcoin Strategy Committee centralizes strategic oversight of BTC exposure with management influence .
- Shareholder sentiment: Strong advisory support for executive compensation at 2025 AGM (6.8m For vs 147k Against), but preferred stock authorization failed, signaling investor selectivity on capital structure flexibility amid Bitcoin strategy expansion .
- Related-party optics: The 2023 warrant repurchase from the CEO at intrinsic value is a governance sensitivity; investors may scrutinize future related-party transactions closely .