Mats Wahlström
About Mats Wahlström
Independent, non-executive Chair of TriSalus Life Sciences’ Board; director since 2017 and Chair since August 2023. Age 70; B.S. in Economics and Business Administration from the University of Lund, Sweden. Extensive leadership across life sciences and healthcare, including executive roles at Fresenius and Gambro, and multiple chair/board positions in medtech/biotech companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriSalus Life Sciences (legacy + post-SPAC) | Chairman of the Board | Jan 2017–Aug 2023 (Legacy TriSalus); Aug 2023–present (TriSalus) | Board leader; separation of Chair/CEO supports independent oversight |
| Fresenius Medical Care North America; Fresenius Medical Services | Co-CEO; President & CEO | Jan 2004–Dec 2009; Nov 2002–Dec 2009 | Executive oversight of large-scale operations in healthcare delivery |
| Gambro AB (Gambro Group/Gambro Healthcare Inc.) | CFO Gambro Group; President Gambro North America; CEO Gambro Healthcare Inc. | 1983–2000 | Financial and operational leadership in global medtech |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Coherus Biosciences, Inc. | Lead Independent Director | Since Jan 2012 | Public | Biotech board leadership |
| Triomed AB | Chairman | Since Oct 2016 | Private | Medtech governance |
| Caduceus Medical Holdings, Inc. | Chairman | Since Aug 2010 | Private | Healthcare investments |
| Leonard Capital | CEO & Chairman | Since Jul 2010 | Private | Investment management |
| HW Investment Partners, LLC | Co-Chairman | Since Jul 2016 | Private | Healthcare-focused investment fund |
| Alteco Medical AB | Director | Since Oct 2012 | Private/Sweden | Medtech board |
| Circuit Clinical Solutions, Inc. | Director | Since Jul 2016 | Private | Integrated research org |
| Health Grades, Inc. | Director | Mar 2009–Oct 2010 | Public (sold) | Nasdaq-listed; exited via sale |
| Getinge AB | Director | Mar 2012–Mar 2017 | Public (Sweden) | Listed medical device firm |
| Zynex Inc. | Director | Oct 2010–Jan 2014 | Public (OTC) | Medical device manufacturer |
Board Governance
- Roles: Independent, non-executive Chair; member—Nominating & Corporate Governance; slated member—Compensation and Finance Strategy post-2025 AGM .
- Independence: Board affirmatively determined Wahlström is independent under Nasdaq standards; also independent for Compensation Committee service .
- Leadership structure: Board separated Chair and CEO to reinforce oversight; Chair shapes agendas and facilitates director–management communications .
- Attendance: Board met 7 times in 2024; no director <75% attendance on board/committee meetings .
- Committees (current/after AGM): Nominating & Corporate Governance (member); Compensation (member post-AGM); Finance Strategy (member) .
- Election signal: Re-elected Class II director to 2028 with 20,002,109 For; 501,937 Abstain; strong support (broker non-votes 5,978,753) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees (retainers) | $157,500 | Includes $70,000 paid Feb 2025 recognizing significant 2024 contributions as Chair |
| Option awards (grant-date fair value) | $86,250 | Director annual/initial option policy; time-based vesting |
| Total | $243,750 | — |
- Director retainer framework (2024): $50k Board member; +$30k Chair; Committee chairs: Audit $20k, Compensation $15k, Nominating & Governance $15k, Science & Technology $25k; non-chair committee member $7.5k .
- Finance Strategy Committee retainers added Feb 2025: Chair $20k; Member $7.5k .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked metrics for director pay | None disclosed; director equity is options with time-based vesting; no PSUs or KPI ties for directors |
Clawback policy authority resides with Compensation Committee (employees/executives), not specifically applied to directors; Committee approves/maintains clawbacks .
Other Directorships & Interlocks
| Connection | Detail |
|---|---|
| Coherus linkage | Wahlström current Lead Independent Director; TLSI CEO Mary Szela previously served on Coherus board (2014–2021), indicating historical network familiarity (not a current interlock) |
| Fresenius network | Wahlström (Fresenius Medical Care North America, 2004–2009) and TLSI director William “Bill” Valle (CEO Fresenius Medical Care AG, 2017–2023) share prior employer background; governance awareness/industry expertise, not a disclosed conflict |
Expertise & Qualifications
- Deep operator and finance experience across dialysis, medtech, and biotech; prior CFO and CEO roles at Gambro and Fresenius; broad board leadership experience across public/private medtech/biotech .
- Education: B.S. Economics & Business Administration, University of Lund .
- Board qualification emphasis: Extensive management/director experience in life sciences/healthcare sectors .
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Direct common stock (Wahlström) | 40,915 | Directly held |
| Leonard Capital LLC – common | 1,254,259 | Sole voting/investment discretion; controlled by Wahlström |
| Leonard Capital LLC – Series A preferred (as-converted) | 108,457 | Included in beneficial ownership |
| HW Investment – common | 1,370,028 | Shared voting/investment discretion; Wahlström may be deemed beneficial owner |
| Director options exercisable ≤60 days | 123,045 | Portion of total options; exercisability window |
| Total beneficial ownership | 2,896,662 (8.9% of common) | Based on 32,272,462 outstanding common as of Mar 31, 2025 |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of company stock by directors/officers/employees, supporting alignment .
Governance Assessment
-
Strengths
- Independent, experienced non-executive Chair; Board separation from CEO supports objective oversight .
- High shareholder support in 2025 election; indicates confidence in governance leadership .
- Significant personal/affiliated ownership (~8.9%) aligns incentives with long-term shareholder value .
- Active committee participation (Nominating & Governance; Compensation; Finance Strategy) and full compliance with independence standards .
- Board-level policies: formal related-party review by Audit Committee; anti-hedging/pledging; clawback authority; regular executive sessions .
-
Watch items / potential conflicts
- Related-party exposure via Leonard Capital and HW Investment (significant holdings with control/shared discretion) requires continued robust Audit Committee oversight; also purchased 25,188 shares in Dec 2024 private placement alongside >5% holders .
- Discretionary $70,000 recognition payment as Chair for 2024 contributions—reasonable but should remain infrequent and well-justified to avoid pay-creep optics .
- Company-level going concern language in prior auditor report (KPMG) underscores broader enterprise risk; not specific to the director but relevant for Board risk oversight focus .
-
Attendance/engagement: No directors below 75% attendance in 2024; multiple committee meetings held, indicating active governance cadence .
-
Ownership guidelines: Compensation Committee has authority to establish director ownership guidelines; specific multiples or compliance status not disclosed .
Related-Party Transactions (Director-Relevant)
| Transaction | Date | Amount/Terms | Director Link |
|---|---|---|---|
| Private placement common stock | Dec 2024 | 25,188 shares at $3.97 per share | Purchased by Wahlström; alongside >5% holders Frankenius Equity and Christopher Dewey |
| RPT policy oversight | Ongoing | Audit Committee reviews transactions >$120k with related persons | Formal policy/procedures adopted |
Director Compensation Structure Notes
| Policy Element | Detail |
|---|---|
| Equity grants | Initial Option (35,000 shares) vests over 3 years; Annual Option (15,000 shares) vests by next AGM or 1 year; FMV exercise price; full vest on change-in-control |
| Equity-in-lieu of cash | From 2025, directors may elect RSUs in lieu of cash retainers; quarterly vesting; pro-rata acceleration upon service end; Section 409A compliant |
| Consultant input | Non-employee director policy developed with input from an independent comp consultant; reviewed annually |
Committee Composition (Current/FY2025 Context)
| Committee | Role | Members (current/post-AGM) |
|---|---|---|
| Nominating & Corporate Governance | Member | Chair: Kerry Hicks; Members: Wahlström, David Matlin (post-AGM) |
| Compensation | Member (post-AGM) | Chair: William Valle; Members: Arjun Desai, Gary Gordon, Wahlström |
| Finance Strategy | Member | Chair: Sean Murphy; Members: David Matlin, William Valle, Wahlström |
| Audit | Not a member | Chair: David Matlin; Members: Kerry Hicks, William Valle; Arjun Desai post-AGM |
Equity Ownership Details (Vested vs. Unvested Snapshot)
| Instrument | Status | Quantity |
|---|---|---|
| Director options exercisable ≤60 days (Mar 31, 2025) | Vested/exercisable | 123,045 |
| Director options held (12/31/2024) | Total held (vested + unvested) | 185,945 (Wahlström) |
Additional Governance Policies
- Executive sessions of independent directors held regularly, typically at each Board meeting .
- Code of Business Conduct & Ethics applicable to directors; web-posted and disclosure commitments for waivers/amendments .
Signals for Investors
- Alignment: Material beneficial ownership by Chair and affiliated vehicles supports long-term focus; anti-hedging/pledging policy reinforces alignment .
- Oversight breadth: Participation across strategy, nominating, and compensation committees indicates influence over capital allocation, board composition, and pay design .
- Confidence: Strong re-election vote, active committee activity, and independent Chair role positive for board effectiveness .
RED FLAGS
- Related-party sensitivity: Ongoing monitoring needed for transactions involving Leonard Capital/HW Investment to avoid perceived favoritism or conflicts; ensure robust Audit Committee approvals and disclosure .
- Discretionary Chair payment: $70,000 recognition as Chair in 2024—should remain exceptional and well rationalized to avoid governance optics of guaranteed or discretionary cash enhancements .