Randy Dobbs
About Randy Dobbs
Randy Dobbs (age 74) is Viemed’s independent Chairman of the Board, serving since the Company’s spin-out in December 2017; he sits on the Audit Committee and the Compensation Committee and has extensive operating experience as a multi-time CEO and senior executive in healthcare and services, with a B.S. in Education from Arkansas State University . His background includes CEO roles at EnableComp (CEO in March 2022, transitioned to Chairman in September 2024), American Vision Partners (2020–2022), Matrix Medical Network (2012–2015), USIS (2005–2008), President & CEO of Philips Medical Systems North America (2003–2005), and senior leadership roles over 27 years at GE including CEO of GE Capital IT Solutions; he previously served on the board of MTGE Investment Corp. (NASDAQ: MTGE) from 2010 to 2018 . Viemed’s board leadership structure explicitly separates the Chair and CEO roles, with Dobbs noted as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnableComp (WCAS portfolio) | CEO → Chairman | CEO from Mar 2022; Chairman since Sep 2024 | Leads revenue solutions for complex hospital claims; continued governance oversight |
| American Vision Partners | CEO | Nov 2020 – Jan 2022 | Physician practice management; operational leadership |
| Matrix Medical Network (WCAS portfolio) | CEO | Apr 2012 – Jan 2015 | Home health assessments; Medicare Advantage focus |
| Welsh, Carson, Anderson & Stowe | Senior Operating Executive | Prior to 2012 | Portfolio oversight, acquisitions, equity development |
| US Investigation Services (USIS) | CEO | Feb 2005 – Oct 2008 | Business intelligence, risk mgmt, federal services |
| Philips Medical Systems North America | President & CEO | Apr 2003 – Feb 2005 | Diagnostic imaging across North & Latin America |
| General Electric Company | Senior roles incl. CEO, GE Capital IT Solutions | 27 years prior to 2003 | Multi-billion enterprise leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MTGE Investment Corp. (NASDAQ: MTGE) | Director | 2010 – 2018 | Prior public company directorship |
| Several privately held companies | Director | Ongoing | Multiple private boards |
| Current public company directorships | None disclosed | — | Proxy directorships section does not list Dobbs as holding other reporting issuer boards currently |
Board Governance
- Roles: Independent Chairman of the Board; member of Audit Committee and Compensation Committee .
- Independence: Board leadership led by an independent Chair; all members of Audit, Compensation, and CG&N Committees are independent under NASDAQ and applicable rules .
- Risk oversight: Audit oversees financial and risk frameworks; Compensation oversees incentive risk; CG&N oversees governance and cybersecurity .
- Executive sessions: Independent directors met in executive session at each of four regularly scheduled meetings in 2023 .
Committee Memberships (2024 context)
| Committee | Members | Chair | Independence Status |
|---|---|---|---|
| Audit | Nitin Kaushal, Randy Dobbs, Sabrina Heltz (Bruce Greenstein until Apr 14, 2025) | Kaushal | All independent; Kaushal = SEC audit committee financial expert |
| Compensation | Timothy Smokoff, Sabrina Heltz, Randy Dobbs | Smokoff | All independent; consultant Gallagher assessed independent, no conflicts |
| CG&N | Independent directors (membership disclosed separately) | — | Independent |
Meeting Attendance
| Year | Board | Audit | Compensation | CG&N |
|---|---|---|---|---|
| 2024 | 4/4 | 5/5 | 4/4 | N/A |
| 2023 | 5/5 | 4/4 | 4/4 | N/A |
| 2022 | 4/4 | 5/5 | 4/4 | N/A |
Fixed Compensation
- Policy: Independent directors receive $92,000 cash per year; Chairman receives additional $15,000 cash per year .
- Committee fees: Annual fees per committee (Chair vs Member) .
- Audit: Chair $25,000; Member $7,625 .
- Compensation: Chair $20,000 (2025 proxy; $15,000 in 2023 proxy); Member $7,000 .
- CG&N: Chair $15,000; Member $7,000 .
Dobbs – Cash Fees by Year
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | $121,625 |
| 2023 | $121,625 |
| 2022 | $111,625 |
Performance Compensation
- Structure: Non-employee director equity is delivered as RSUs under the Omnibus/LTIP; directors may elect to defer receipt under the Non-Employee Directors Deferred Compensation Plan .
- Performance metrics: Company identifies Revenue, Adjusted EBITDA, and Net Income as the most important financial measures linking compensation to performance for NEOs (directors’ RSUs are time-based; no director-specific performance metrics disclosed) .
Director Compensation – Equity Grants to Dobbs
| Year | Stock Awards ($) | RSUs Outstanding at YE | Vesting Date |
|---|---|---|---|
| 2024 | $130,001 | 17,784 | Aug 20, 2025 |
| 2023 | $100,005 | 12,611 | Aug 25, 2024 |
| 2022 | $101,440 | 16,000 | Aug 22, 2023 |
Option Awards to Dobbs
| Year (as of YE) | Options Outstanding (#) | Exercise Price ($) | Expiration | In-the-money Value ($) |
|---|---|---|---|---|
| 2024 | 0 (none outstanding) | |||
| 2023 | 36,261 | $1.81 | Jan 4, 2028 | $284,649 |
| 2022 | 36,261 | $1.81 | Jan 4, 2028 | $274,133 |
Compensation Performance Metrics (NEO program, company-wide)
| Metric | Use |
|---|---|
| Revenue | Links CAP to performance |
| Adjusted EBITDA | Links CAP to performance |
| Net Income | Links CAP to performance |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dobbs in proxy directorship listings |
| Prior public company boards | MTGE Investment Corp. Director (2010–2018) |
| Private boards | Serves on several privately held company boards |
| Interlocks | None disclosed involving Viemed competitors/suppliers/customers |
Expertise & Qualifications
- Multi-time CEO and senior operator with deep experience in healthcare services, revenue cycle, diagnostics, and government services; prior senior leadership at GE and Philips Medical; board experience at MTGE; B.S. in Education, Arkansas State University .
- Audit committee membership reflects financial literacy; overall board committee independence affirmed under NASDAQ and applicable rules .
Equity Ownership
| Date (as of) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 9, 2025 | 107,706 | <1% | None of these shares are pledged as security |
| Apr 12, 2024 | 131,356 | <1% | Includes 36,261 options exercisable within 60 days |
| Apr 19, 2023 | 115,356 | <1% | Includes 36,261 options exercisable within 60 days |
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, options trading, margin accounts, and pledging; shares beneficially owned by directors are not pledged .
Governance Assessment
- Strengths:
- Independent Chair structure with Dobbs leading the board separate from management, supporting oversight and investor confidence .
- Perfect attendance by Dobbs across Board and his committees in 2022–2024, indicating strong engagement .
- Committee independence and formal charters; Audit Committee financial expert designated (Kaushal), with Dobbs as a member; Compensation Committee uses an independent consultant (Gallagher) with no conflicts .
- Director compensation mix emphasizes equity alignment via annual RSU grants; prohibition on hedging/pledging improves alignment .
- No indebtedness of directors; no related-party transactions disclosed for directors; supports clean governance posture .
- Watch items:
- Increased RSU grant value for Dobbs in 2024 ($130,001 vs. $100,005 in 2023) modestly raises guaranteed equity without disclosed director-specific performance conditions; continue monitoring equity grant policy changes for non-employee directors .
- Historical option holdings wound down by 2024 (none outstanding), reflecting a shift from options to RSUs; though alignment remains, options historically provided more performance leverage; monitor any future changes in equity instrument mix .
Overall, Dobbs’ independent chairmanship, full attendance, and adherence to anti-hedging/pledging policies point to strong board effectiveness and investor-aligned governance, with director equity practices consistent with peer norms and transparency in committee independence and consultant oversight .