Kerry Hicks
About Kerry Hicks
Independent director; Chair of Nominating & Corporate Governance and member of Audit. Age 65, MBA and BS in Management (Colorado State University). On TLSI’s board since August 2023, following service on Legacy TriSalus’ board since April 2021 . Background includes CEO/Chair roles at Healthgrades and Specialty Care Network, and current venture/board leadership across healthcare-focused firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthgrades | Chief Executive Officer; Chairman | 2000–2012 (CEO), 2000–2010, 2012–2013 (Chair) | Led scaling of healthcare information/services platform |
| Specialty Care Network (predecessor to Healthgrades) | President, CEO, Chairman | 1995–2000 | Strategic leadership pre-Healthgrades combination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KMG Capital Partners LLC | Partner, CEO, President | Since April 2012 | Boutique healthcare venture capital leadership |
| Circuit Clinical | Executive Chairman | Since 2016 | Integrated research organization governance |
| Breakout Investment Partners, LLC | Co‑Chairman, Partner | Since 2016 | Healthcare venture investing |
| Caduceus Medical Holdings, Inc. | Director | Current | Private healthcare holding governance |
Board Governance
- Committee memberships and roles: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Board deemed Hicks independent under Nasdaq and SEC standards; also independent for Audit Committee membership .
- Attendance: In 2024 the Board met 7 times; Audit 5, Compensation 5, Nominating & Governance 4, Science & Technology 5. No director attended fewer than 75% of applicable meetings .
- Risk oversight: Committees cover financial reporting/cyber (Audit), compensation/DE&I/succession (Comp), governance/ESG/succession (N&G) .
- Board leadership: Independent, non-executive Chair (Mats Wahlström); executive sessions of independent directors held regularly .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $42,500 | $80,000 |
| Committee cash retainer policy (annual) | Board: $50,000; Chair add’l $30,000; Audit Chair $20,000/member $7,500; Compensation Chair $15,000/member $7,500; Nominating & Governance Chair $15,000/member $7,500; Science & Tech Chair $25,000/member $7,500 | Same as 2023; Finance Strategy Chair $20,000/member $7,500 added Feb 2025 |
| Meeting fees | None disclosed | None disclosed |
Observations: YoY cash increased materially (from $42.5k to $80k), reflecting committee roles and policy application .
Performance Compensation
| Award Structure | Metric/Mechanics | Grant Size/Timing | Vesting | Acceleration/Other |
|---|---|---|---|---|
| Initial Director Option | Fixed share grant | 35,000 on initial board appointment (if not at annual meeting) | 3 equal annual installments from grant date | Full vest on change in control |
| Annual Director Option | Fixed share grant | 15,000 at each annual stockholder meeting | Vests in full by first anniversary or next annual meeting | Full vest on change in control |
| Equity in lieu of Cash (Retainer RSUs) | Converts cash board retainer to RSUs | Election beginning 2025; shares based on grant-date closing price | Vests quarterly over the year; proportional vesting at termination; 409A-compliant optional deferral | |
| Option Pricing | Fair market value | Exercise price = market price on grant date | — | — |
| Director Grant Outcomes | 2023 | 2024 |
|---|---|---|
| Option awards, grant-date fair value ($) | $221,200 | $86,250 |
| Options held (as of 12/31) | 59,222 (as of 12/31/2023) | 74,222 (as of 12/31/2024) |
Observations: Mix shifted from equity-heavy (2023) to more balanced (2024), with options outstanding increasing to 74,222 at year-end 2024 .
Other Directorships & Interlocks
- Shared beneficial ownership and voting discretion over HW Investment Partners, LLC with Chair Mats Wahlström (HW Investment holds 1,370,028 shares), indicating a potential alignment/coordination among major holders .
- Participation by entities associated with Hicks (and with Wahlström) in pre-SPAC Series B-2/B-3 financings and warrant exercises (TriSalus legacy), all disclosed and deemed non‑compensatory (same terms as others; majority non‑insider participation) .
Expertise & Qualifications
- Education: BS in Management; MBA (Colorado State University) .
- Sector expertise: Healthcare operations, data/ratings, venture investing, governance chair experience .
- Board qualification: Independent director; governance chair; Audit Committee member, contributing to oversight of financial reporting and governance processes .
Equity Ownership
| Metric | 2024 (as of 6/26) | 2025 (as of 3/31) |
|---|---|---|
| Beneficially owned shares | 2,201,947 | 2,321,683 |
| % of outstanding common | 8.1% | 7.2% |
| Breakdown (illustrative items) | 514,589 direct; 1,254,259 HW Investment; 81,845 Millennium Trust custodian; 322,737 Hicks Dynasty Trust; 28,517 options exercisable within 60 days | 514,589 direct; 1,370,028 HW Investment; 81,845 Millennium Trust custodian; 322,737 Hicks Dynasty Trust; 32,484 options exercisable within 60 days |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging, margin, or pledging) |
Implications: High “skin-in-the-game” with multi-year ownership and option exposure; policy-based prohibition of hedging/pledging supports alignment .
Fixed Compensation (Director Policy Details)
| Retainer Type | Amount (Annual) |
|---|---|
| Board Member | $50,000 |
| Chair of the Board (add’l) | $30,000 |
| Audit Committee Chair / Member | $20,000 / $7,500 |
| Compensation Committee Chair / Member | $15,000 / $7,500 |
| Nominating & Governance Committee Chair / Member | $15,000 / $7,500 |
| Science & Technology Committee Chair / Member | $25,000 / $7,500 |
| Finance Strategy Committee Chair / Member | $20,000 / $7,500 (added Feb 2025) |
Performance Compensation (Director Grants & Vesting)
| Year | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $42,500 | $221,200 | $263,700 |
| 2024 | $80,000 | $86,250 | $166,250 |
Committee Assignments (Current State)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Member |
Related Party Transactions and Conflicts
- Legacy financing participation: Hicks (individually) purchased Series B‑2 preferred and B‑3 warrants (71,902 Series B‑2 shares; 287,608 B‑3 warrants), and HW Investment (associated with Hicks and Wahlström) purchased Series B‑2 shares with B‑3 warrants; transactions disclosed, at same terms as others; majority participation by non‑insiders; deemed non‑compensatory .
- Shared HW Investment holdings with Chair Wahlström may create perceived concentration/coordination among major holders; Board affirms independence and absence of material disqualifying relationships under Nasdaq standards .
Compensation Structure Analysis
- Mix shift: 2023 director pay for Hicks skewed heavily toward option awards ($221.2k vs $42.5k cash), while 2024 reduced option grant value ($86.3k) and increased cash fees ($80k), lowering equity risk and increasing fixed pay .
- Policy evolution: 2025 RSU retainer election allows equity in lieu of cash, with quarterly vesting and proportional vesting at termination; introduces potential for higher fixed-equity alignment vs options .
- Equity award governance: Non‑employee director equity grants are standardized, priced at fair market value on grant date; full acceleration on change in control .
Say‑on‑Pay & Shareholder Feedback
- EGC status: TLSI is an Emerging Growth Company and is exempt from say‑on‑pay advisory votes and CEO pay ratio disclosures .
- Annual meeting attendance: 6 of current directors attended 2024 annual meeting; no formal attendance policy but encouraged .
RED FLAGS
- Ownership/Interlock: Shared HW Investment beneficial holdings with the Chair could raise perceptions of influence concentration; monitor independence assertions and related‑party oversight .
- Legacy related‑party financings: Multiple insider‑associated entities participated in pre‑SPAC financings; while disclosed and non‑compensatory, continued vigilance on transaction review by Audit Committee is warranted .
Governance Assessment
- Positives: Independent director; governance chair; strong attendance; explicit hedging/pledging prohibition; standardized director equity with market‑based pricing; clawback authority resides with Compensation Committee .
- Alignment: Significant beneficial ownership (7.2% in 2025) and option exposure indicate material alignment with shareholders .
- Watch items: Ownership interlocks via HW Investment with Board Chair; ensure continued robust related‑party transaction controls and transparent disclosures; assess cash vs equity mix changes for signal on risk appetite and retention .
Appendix: Selected Disclosures
- Independence determinations: Hicks independent; Audit Committee independence met .
- Meeting counts & attendance thresholds: Board 7; Audit 5; Compensation 5; N&G 4; S&T 5; no director <75% .
- Director compensation policy developed with independent consultant; periodic review for competitiveness .
- Insider Trading Policy: No hedging, margin, or pledging permitted .