Natalie Brunell

About Natalie Brunell

Independent Class II director at Semler Scientific since May 2025; age 38 (as of June 30, 2025). Background in Bitcoin media as a top-rated podcast host, educator, and commentator; prior award‑winning TV journalist and investigative reporter with a regional news Emmy; adjunct professor at the University of Southern California; M.S. in Journalism from Northwestern University . The board has affirmatively determined she is independent under Nasdaq rules . Term runs until the 2026 annual meeting, unless earlier departure .

Past Roles

External Roles

Board Governance

• Board independence: Brunell, Chang, and Messina determined independent; Semler ceased to be independent upon appointment as Executive Chairman in June 2025 .
• Committee memberships:
  • Audit Committee member; chair is Messina; committee met 4 times in 2024; Messina designated Audit Committee Financial Expert .
  • Compensation Committee member (with Chang); did not engage a compensation consultant in 2024 .
  • Bitcoin Strategy Committee member; committee formed May 2024; chaired by Semler; oversees Bitcoin treasury strategy .
• Appointment pathway: Board fixed at five directors and appointed Brunell to Class II on May 15, 2025; initially joined Bitcoin Strategy Committee; later added to Audit and Compensation Committees in June 2025 .
• Attendance disclosures: Board met five times in 2024; each director then in office attended ≥75% of meetings; only one director attended the 2024 annual meeting (Brunell joined in 2025; no 2025 attendance data disclosed) .

Fixed Compensation

• Non‑employee director compensation policy (2025 update): Cash fees eliminated; option grants by role with monthly vesting and 10‑year term (no 90‑day post‑termination limit on vested options); Bitcoin Strategy Committee grants have 24‑month vest and 24‑month expiry; pro‑rated for mid‑year joins .
• 2025 appointment grants to Brunell (pro‑rated):

• 2025 option grant framework (policy amounts by role):

• 2024 director pay context (Brunell not a director in 2024; no 2024 comp for her): Non‑employee directors received cash retainers (board $45,000; audit chair $22,500/member $11,250; compensation chair $15,000/member $7,500; nom/gov chair $7,500/member $3,000), plus fully vested stock awards of 2,182 shares in May ($50,000) and 1,318 shares in November ($50,000) .

Performance Compensation

• No performance‑based metrics disclosed for director compensation (no PSUs/TSR conditions or cash incentives tied to targets in the director policy) .

Other Directorships & Interlocks

• No other public company directorships/interlocks disclosed for Brunell; biography emphasizes Bitcoin/media roles, not overlapping boards with SMLR’s customers/suppliers .

Expertise & Qualifications

• Bitcoin/media expertise; educator and communicator; regional news Emmy; MS Journalism (Northwestern); adjunct professor experience .
• Governance/financial oversight: Member of Audit and Compensation Committees; Messina designated financial expert for Audit; board states committee members meet Nasdaq independence and “financial sophistication” requirements .

Equity Ownership

• Company policy prohibits short sales and hedging (derivatives, economic equivalents) in company securities; acknowledges risks of margin/pledging, without expressly stating a blanket pledging ban; directors subject to insider trading policy .

Say‑on‑Pay and Shareholder Vote Signals (2025)

• Director election at 2025 meeting covered Class I nominee (Chang), not Brunell (Class II); Chang received 6,817,708 For; 261,303 Withheld; 2,506,761 broker non‑votes .

Governance Assessment

• Strengths

  • Independence affirmed; added to Audit, Compensation, and Bitcoin Strategy Committees, increasing board coverage and investor‑relevant oversight of both financial reporting and the treasury strategy .
  • 2025 director pay shifts to equity‑only options with longer exercise flexibility, improving alignment and retention; Bitcoin committee grants reflect time commitment and strategy oversight .
  • No related‑party transactions reported for Brunell; standard indemnification agreement in place .

• Watch items and potential red flags

  • Biography centers on Bitcoin/media rather than healthcare or accounting backgrounds; Audit Committee financial expert designation assigned to Messina, not Brunell, which puts emphasis on committee balance for financial oversight .
  • Investor sentiment mixed on capital structure flexibility: common share increase approved, but “blank‑check” preferred authorization failed; continued scrutiny may affect treasury strategy execution overseen by Bitcoin Strategy Committee (where Brunell serves) .
  • Attendance data specific to Brunell not yet disclosed for 2025; board noted only one director attended the 2024 annual meeting (pre‑Brunell tenure) .

• Compensation structure implications

  • Year‑over‑year shift from 2024 cash/stock mix to 2025 option‑only compensation for directors indicates higher at‑risk equity alignment, with committee‑specific grants; no director performance metrics disclosed, reducing complexity but limiting pay‑for‑performance linkage .

• Related‑party risk

  • No Item 404(a) transactions involving Brunell; no disclosed loans, family transactions, or shared ventures; indemnification agreement standard for directors .