Eric Semler
About Eric Semler
Eric Semler (age 60) serves as Executive Chairman (since June 2025) and has chaired Semler Scientific’s board since April 2023. He is a long-tenured technology/media investor (founder of TCS Capital Management) and current board member of Fundstrat Global Advisors; previously on the boards of Angie’s List, Maven/Arena Group, and Geeknet. He holds a B.A. from Dartmouth and a J.D./M.B.A. from Harvard. Since adopting the Bitcoin treasury strategy in May 2024, SMLR’s stock appreciated 83% versus 18% for the S&P 500 through July 16, 2025, while Bitcoin holdings reached 4,846 BTC valued at ~$578M and cumulative BTC Yield was 298% in that period . The company reported net income of $14.3M (2022), $20.6M (2023), and $40.9M (2024), and generated $24M cash from healthcare operations in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TCS Capital Management | Founder; long/short technology-media fund (converted to family office in 2017) | Since 2001 (conversion in 2017) | Capital allocation, corporate governance engagement |
| The New York Times; Moscow News | Journalist; co-author of two HarperCollins books | Not disclosed | Communication expertise; public markets storytelling |
| Angie’s List; Maven/Arena Group; Geeknet | Public company director | Not disclosed | Active shareholder; value-unlock track record |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fundstrat Global Advisors | Director | Current | Market strategy insights; network leverage |
Fixed Compensation
| Component | Amount | Timing/Term | Notes |
|---|---|---|---|
| Executive Chairman consulting fee | $30,000 per month | Effective June 25, 2025; at-will | Related to Bitcoin treasury execution |
| Director cash fees (2024) | $108,750 | FY 2024 | Board/committee retainers |
| Director stock awards (2024) | $100,000 | FY 2024 | Two fully vested grants in May/Nov 2024 |
| Director cash retainer policy (2025) | Eliminated | Effective Jan 2025 | Shift to equity-only director comp |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Expiration/Term | Vesting |
|---|---|---|---|---|---|
| Bitcoin Strategy Committee option | May 23, 2024 | 27,000 | $23.32 | 2-year term | Not disclosed (standard 2014 plan agreement) |
| Director equity award (board service) | May 2024 | 2,182 shares | N/A | N/A | Fully vested at grant |
| Director equity award (board service) | Nov 2024 | 1,318 shares | N/A | N/A | Fully vested at grant |
| 2025 Director option policy (Chairman) | Jan 2025 | 6,000 options | Market price at grant | 10 years | Vests monthly over 12 months; vested options exercisable full 10 years post-separation |
| 2025 Bitcoin Strategy Committee option policy (Chairman) | Jan 2025 | 150,000 options | Market price at grant | Expires 24 months after grant | Vests monthly over 24 months |
| Additional 2025 director option policy (Chairman) | May 2025 | 3,000 options | Market price at grant | 10 years | Vests monthly over 12 months |
| Additional 2025 BSC option policy (Chairman) | May 2025 | 75,000 options | Market price at grant | Expires 24 months after grant | Vests monthly over 24 months |
Notes:
- The Jan/May 2025 tables reflect policy terms; Semler, as Chairman of the Board and Bitcoin Strategy Committee, is eligible under these structures .
- 8-K example vesting schedules for new director Natalie Brunell: board options vest 1/9 at grant then monthly; BSC options vest 1/21 at grant then monthly, which evidences actual execution of the option-vesting framework .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % Outstanding | Options Included | Pledging/Hedging |
|---|---|---|---|---|
| Eric Semler | 786,552 | 5.7% | 72,535 | Insider policy prohibits short sales and hedging/derivatives; margin/pledging risks highlighted; no pledging disclosure for Semler |
Pay vs Performance (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | 14,325 | 20,583 | 40,899 |
Bitcoin Strategy KPIs
| KPI | Q3 2025 | YTD through Nov 10, 2025 |
|---|---|---|
| BTC Yield (%) | 0.9% | 30.6% |
Revenue and EBITDA (historical)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $56,686,000* | $68,184,000* | $56,294,000* |
| EBITDA ($) | $17,406,000* | $25,758,000* | $21,216,000* |
Values retrieved from S&P Global.*
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Role status | Executive Chairman (since June 2025); Director/Chair since April 2023 | Independence ceased upon appointment as Executive Chairman |
| Consulting | $30,000 per month; at-will | Bitcoin treasury execution support |
| Severance/CoC | Not disclosed | No Semler-specific severance/CoC terms disclosed in 2025 proxy |
| Clawback | Not disclosed | Company insider policy addresses hedging/derivatives; clawback terms not specified in proxy |
| Indemnification | Standard director indemnity agreement | Standing practice; form referenced |
Board Service History and Governance
- Independence: Semler was independent until June 2025; upon becoming Executive Chairman, he is no longer independent. Independent directors: Chang, Messina, Brunell .
- Leadership: Chair of Board and Executive Chairman (strategic direction and BTC strategy execution); CEO oversees operations; Board endorses split roles .
- Committees (2024 and current): Audit (Messina Chair; Chang, Brunell; Semler served in 2024), Compensation (Chang and Brunell), Nominating & Governance (Chang, Messina), Bitcoin Strategy Committee (Semler Chair; Chang; Murphy-Chutorian; Brunell) .
- Meetings/Attendance: Board met five times in 2024; each director attended ≥75% of board/committee meetings .
Director Compensation (Semler)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (2024) | 108,750 | Board/committee retainers |
| Option awards (2024) | 279,450 | Includes 27,000 BSC options at $23.32, 2-year term |
| Stock awards (2024) | 100,000 | Fully vested grants (May/Nov) |
| Total (2024) | 488,200 | Sum of components |
Related Party Transactions & Capital Structure Changes
- Cooperation agreement (Apr 19, 2023): Added Semler and Chang to board; Semler appointed Chair; standstill voting commitments for a defined period .
- Executive Chair consulting (June 25, 2025): $30,000/month for Bitcoin strategy implementation .
- Authorized shares increase proposal (2025): Increase common authorization to 210,000,000; rationale includes capital flexibility for BTC accumulation and equity incentives; dilution and anti-takeover effects acknowledged .
- Blank check preferred stock proposal (2025): Authorize 42,000,000 preferred shares; capital flexibility; potential dilution/anti-takeover effects discussed .
Compensation Structure Analysis
- Shift to equity-heavy director compensation in 2025 (cash eliminated), plus large BSC chairman options (150,000 in Jan and 75,000 in May under policy) indicates strong equity alignment but introduces potential supply from ongoing monthly vesting .
- No Semler-specific performance-based cash metrics disclosed (PEO metrics apply to CEO), so pay-for-performance for Semler is primarily via equity and BTC strategy outcomes .
- No compensation consultant engaged in 2024 by the Compensation Committee .
Risk Indicators & Red Flags
- Dual-role concentration: Executive Chairman, Board Chair, and Bitcoin Strategy Committee Chair could raise independence/perceived influence concerns; board asserts committee independence .
- Capital issuance risk: Proposals for significantly higher authorized shares and blank check preferred increase dilution and anti-takeover flexibility; explicitly disclosed in proxy .
- BTC treasury exposure: KPI disclosures (BTC Yield) highlight Bitcoin volatility as a risk factor in filings .
- Insider trading policy: Prohibits hedging/derivatives/shorts; margin/pledging risks described; no pledging holdings disclosed for Semler .
Investment Implications
- Equity alignment and potential supply: As BSC Chairman, policy-based large option grants vesting monthly over 24 months (Jan and May 2025 structures) imply steady potential selling pressure; monitor Form 4s and vest schedules for trading signals .
- Governance and independence: Semler’s executive/board/committee leadership centralizes strategic control; committees remain independent, but oversight quality is key given BTC strategy scale .
- Capital flexibility vs dilution: The push to expand authorized equity and preferred stock supports BTC accumulation but heightens dilution/anti-takeover risk; traders should watch issuance cadence and ATM/convertible activity .
- Performance context: Strong net income growth into 2024 and significant stock outperformance since BTC adoption provide momentum, but future returns are sensitive to Bitcoin volatility and execution of healthcare/CardioVanta initiatives .