Mark Kutner
About Mark E. Kutner
Dr. Mark E. Kutner is an independent director of SPFX, serving since the company’s 2017 foundation. He is a practicing physician and healthcare entrepreneur with leadership roles across clinical practice, clinical trials, primary care networks, and insurance-linked ventures. Education: CCNY School of Biomedical Education; MD from SUNY Stony Brook; residency in Internal Medicine at Northwestern; fellowships at Johns Hopkins School of Medicine (Pulmonary/Critical Care/Sleep) and Johns Hopkins School of Hygiene and Public Health (Environmental Health Sciences). Age references in proxies: 61 (2022), 62 (2023), 65 (2024), 66 (2025) . Tenure on SPFX board since 2017; independence affirmed under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suncoast Research Group | Founder; Chief Medical Officer | Since 1994 | Phases 2–4 clinical trials for major pharma and biotech |
| Baptist Hospital of Miami | Founder and first Medical Director of sleep lab | Not disclosed | Built sleep medicine capability |
| Orange ACO | Director | 2015–2018 | Board director during rapid growth of Medicare ACO |
| Physicians Health Alliance (affiliated with UnitedHealthcare) | Chairman; Founding member | Present | Value-based management services organization leadership |
| Farmacia Express (Costa Rica) | Co-founder | Not disclosed | Introduced toll-free prescription delivery in country |
| Colombian Sleep Labs | Founder | Not disclosed | Development of sleep medicine facilities |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PrimeHealth Physicians (largest independent primary care in South Florida) | Co-founder; Chairman of Board | Present | Primary care network leadership |
| America Traditions & Modern USA Property Casualty (Florida insurers) | Co-founder; Board member | Present | Property casualty insurance board roles |
| Suncoast Research Group | Founder; CMO | Present | Clinical trials leadership since 1994 |
| Physicians Health Alliance | Chairman; Founding member | Present | Value-based care infrastructure |
Board Governance
- Independence: Board determined Dr. Kutner is independent under Nasdaq rules; he serves on standing committees .
- Committees: Audit Committee member (with Scott Howell, MD, and John Leavitt, DBA); Compensation Committee member (added in 2025 with Howell and Hoechner) .
- Audit Committee financial expert: Scott Howell designated; Dr. Kutner is not designated as the “financial expert” .
- Attendance: No director attended fewer than 75% of meetings in 2023 and 2024; Board meetings held 3 (2023) and 5 (2024); 6 in 2022 .
- Lead independent director role: Board states it has not appointed a lead outside director (governance caution) .
| Committee | Membership | Chair | Meeting Frequency (most recent disclosed year) |
|---|---|---|---|
| Audit | Member (Howell, Kutner, Leavitt); all independent; Howell is financial expert | Not disclosed | 4 meetings in FY2024; 4 in FY2023; 4 in FY2022 |
| Compensation | Member as of 2025 (Howell, Kutner, Hoechner); independent | Not disclosed | Not disclosed |
| Nominating | Standing committee (membership not specified for Kutner) | Not disclosed | Not disclosed |
Fixed Compensation
- SPFX paid no director compensation for Board service in 2022, 2023, and 2024; executive officers received compensation for their executive roles only .
- Historical equity-only director compensation in 2021: stock award fair value of $2,650 to Dr. Kutner; no cash fees disclosed .
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2021 | $0 | $2,650 | $2,650 |
| 2022 | $0 | $0 | $0 |
| 2023 | $0 | $0 | $0 |
| 2024 | $0 | $0 | $0 |
Performance Compensation
- No performance-based director compensation metrics (e.g., TSR, revenue growth, ESG) are disclosed for Dr. Kutner; SPFX reports no director compensation for 2022–2024 .
- 2023 proxy proposed authorization to issue up to 1,400,000 warrants to directors, officers, and consultants; this structure can create equity-linked incentives but is not tied to specific performance metrics in the proxy .
| Item | Metric/Terms | Year | Status |
|---|---|---|---|
| Stock awards | Fair value $2,650 | 2021 | Granted |
| Warrant pool authorization | Up to 1,400,000 common stock purchase warrants to directors/officers/consultants | 2023 | Proposal recommended by Board |
No vesting schedules, performance hurdles, clawbacks, or change-in-control terms are disclosed for director awards in the proxies reviewed .
Other Directorships & Interlocks
| Company/Institution | Segment | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| America Traditions | Property & Casualty Insurance | Co-founder; Board member | SPFX finances insurance premiums; board role at insurer could create perceived conflicts if there are transactions; no specific related-party transaction disclosed in proxies |
| Modern USA Property Casualty | Property & Casualty Insurance | Co-founder; Board member | Same considerations as above; no specific transactions disclosed in proxies |
| PrimeHealth Physicians | Healthcare (Primary Care) | Co-founder; Chairman | Healthcare leadership not directly overlapping with SPFX operations |
| Physicians Health Alliance | Value-based care | Chairman; Founding member | Healthcare services; no SPFX overlap disclosed |
| Orange ACO | Medicare ACO | Prior Director (2015–2018) | Historical role; no current interlock |
- Related-party framework: SPFX requires independent director review/approval of related-party transactions; proxies reference 10-K notes for details (not enumerated in proxies) .
Expertise & Qualifications
- Clinical and operational expertise: Internal medicine, pulmonary/critical care/sleep medicine; founder/operator across clinical trials and healthcare delivery organizations .
- Board and governance experience: Chairs large independent primary care network; multiple insurer board roles; governance background highlighted by SPFX as valuable for organizational structure, strategy, performance measurement, and oversight .
Equity Ownership
- Beneficial ownership (as of September 1, 2024): 241,500 common shares (5.7% of class); 50,000 Series A Convertible Preferred (30.1% of class) .
- Instruments: Warrants exercisable within 60 days reflected in beneficial ownership methodology; prior footnotes specify Class W4 ($4 strike, five-year), W4A ($4 strike, five-year), W12 ($12 strike, five-year) .
| Security | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 241,500 | 5.7% | Includes shares and within-60-day exercisables per methodology |
| Series A Convertible Preferred | 50,000 | 30.1% | Percent of Series A class |
| Warrants (Class W4) | 15,000 | N/A | $4.00 strike; five-year term (footnotes in prior proxies) |
| Warrants (Class W12) | 50,000 | N/A | $12.00 strike; five-year term |
| Warrants (Class W4A) | 50,000 | N/A | $4.00 strike; five-year term |
Section 16(a) compliance: SPFX reports that all required ownership reports for FY2023 and FY2024 were timely; late filings in FY2022 were by Krogol and Hoechner, not Kutner .
Insider Trades
| Year | Form 4 Filings for Kutner | Notes |
|---|---|---|
| 2022 | None reported late | Company disclosed late filings by Krogol and Hoechner; none cited for Kutner |
| 2023 | In compliance | Company reports all required filings in compliance |
| 2024 | In compliance | Company reports all required filings in compliance |
Governance Assessment
-
Strengths:
- Independence affirmed; active service on Audit and Compensation Committees; consistent attendance at/above 75% threshold .
- Significant equity ownership (common and preferred), aligning interests with shareholders; instruments include warrants providing long-term exposure .
- Diverse operating experience across healthcare and insurance enhances board oversight of risk and strategy .
-
Cautions and potential red flags:
- No lead independent director appointed (limits counterbalance to combined Chair/CEO authority) .
- External board roles at property & casualty insurers could create perceived conflicts if SPFX transacts with these entities; proxies do not disclose specific related-party transactions; SPFX relies on independent director review for any such transactions .
- Director compensation structure lacks performance-based metrics, vesting schedules, clawbacks, or explicit ownership guidelines in proxies reviewed; limited transparency on director equity grant mechanics beyond 2021 and warrant authorization proposal .
-
Net view:
- Board effectiveness supported by committee participation and attendance; equity alignment is high. Governance oversight would be strengthened by a lead independent director designation and clearer disclosure of director-specific ownership guidelines, performance conditions for any equity grants, and any related-party transactions involving entities where Dr. Kutner holds board roles .