Timothy Smokoff
About Timothy Smokoff
Timothy Smokoff, age 60, has served as an independent director of Viemed Healthcare (VMD) since December 21, 2017. He chairs the Compensation Committee and sits on the Corporate Governance & Nominating (CG&N) Committee, bringing 25+ years of health industry leadership, product development, and delivery experience; he holds a BA in Computer Science from the University of Washington and is currently General Manager of ResMed’s Home Health & Hospice Division (since May 2023) and Acting-CEO and director at PolyVascular, LLC (since July 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed | General Manager, Home Health & Hospice Division | Since May 2023 | Home health/hospice operating leadership; respiratory market experience |
| PolyVascular, LLC | Acting-CEO; Board Member | Since July 2022 | Early-stage device leadership; board governance |
| CareXM, LLC | CEO | Nov 2020 – May 2022 | Post-acute virtual care operations |
| Isowalk, LLC | CEO | Jan 2019 – Nov 2020 | Assistive mobility product commercialization |
| Total Triage Holdings, LLC | Director | Since Nov 2019 | Healthcare triage services oversight |
| Breathometer, Inc. | CEO | Jan 2017 – Jan 2019 | Consumer health tech leadership |
| Nortek, Inc. | SVP, Health & Wellness | Jul 2016 – Jan 2017 | Health/IoT product portfolio |
| Numera, Inc. | CEO | Jan 2011 – Jul 2016 (acquired by Nortek) | Connected health/remote monitoring |
| Microsoft | Various leadership roles; led global health business (last six years) | ~13 years (prior to 2011) | Healthcare strategy, platforms |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Operating role | ResMed | GM, Home Health & Hospice | Since May 2023 |
| Private company board | PolyVascular, LLC | Acting-CEO; Director | Since Jul 2022 |
| Private company board | Total Triage Holdings, LLC | Director | Since Nov 2019 |
| Prior operating roles | CareXM; Isowalk; Breathometer; Nortek; Numera; Microsoft | Executive roles | See Past Roles |
| Public company directorships (other than VMD) | — | — | None disclosed for Smokoff |
Board Governance
- Independence: The Board determined Smokoff is independent under NI 58-101 and NASDAQ standards; a majority of the Board is independent .
- Committee assignments: Chair, Compensation Committee; Member, CG&N Committee .
- Attendance and engagement (FY2024): Board 4/4; Compensation 4/4; CG&N 4/4 .
- Executive sessions: Independent directors met in executive session at each of the four regular 2024 Board meetings .
- Related-party oversight: Audit Committee reviews/approves related party transactions; company reports no related party transactions since Jan 1, 2024 above $120,000 .
- Policies strengthening governance: Insider trading/anti-hedging and pledging restrictions ; Dodd-Frank-compliant clawback policy adopted in 2023 .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $92,000 | For independent directors |
| Compensation Committee Chair fee | $20,000 | Annual chair premium |
| CG&N Committee member fee | $7,000 | Annual member fee |
| Meeting fees | None | No per-meeting fees; travel reimbursed |
| Total cash paid to Smokoff (2024) | $119,000 | Matches reported cash fees |
Performance Compensation (Equity – 2024)
| Award Type | 2024 Grant Value | Outstanding Units (12/31/2024) | Vesting |
|---|---|---|---|
| RSUs | $115,001 | 15,732 RSUs | Outstanding RSUs vest August 20, 2025 |
- Directors may elect to defer settlement under the Non‑Employee Directors Deferred Compensation Plan (part of the 2024 Omnibus Plan) .
- No stock options outstanding for Smokoff as of 12/31/2024 .
- Independent director annual aggregate (cash+equity) limit: $500,000 under the 2024 Omnibus Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Smokoff |
| Private company roles | PolyVascular (Acting-CEO; Director); Total Triage (Director) |
| Potential interlocks/conflicts | Smokoff’s operating role at ResMed (major respiratory equipment manufacturer) creates an industry overlap; VMD discloses no related-party transactions and employs Audit Committee review for such matters . |
Expertise & Qualifications
- Product and services for in‑place aging, respiratory care, and chronic disease management; extensive commercial and technology leadership (Numera, Microsoft health, Nortek, ResMed) .
- Academic credential: BA in Computer Science, University of Washington .
- Board qualification focus: Human capital and compensation (chairs Compensation Committee), technology-enabled care, remote monitoring .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 9, 2025) | 79,786 common shares | <1% of outstanding; none pledged |
| RSUs outstanding (as of Dec 31, 2024) | 15,732 | Vest Aug 20, 2025 |
| Stock options | None | No options outstanding for Smokoff |
| Ownership guidelines | No numeric director guideline disclosed; CG&N recognizes director shareholding aligns interests |
Insider Trades and Ownership Alignment
| Date | Type | Securities | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| Mar 13–14, 2025 | Sale (S) | 11,865 common shares (aggregate across 5 transactions) | Not stated | Not stated | |
| Aug 20, 2025 | RSU vest/acquisition (A) | 15,732 RSUs vested/acquired | $0 (RSUs) | 95,518 common shares reported | |
| Aug 19, 2025 | RSU grant (A) and phantom shares (A) | 15,029 RSUs; 3,757 phantom share units | $0 | Not stated |
- Company policy prohibits hedging, short sales, margin, and pledging of company stock; supports alignment with shareholders .
- Note: The March 2025 sale reflects personal liquidity/tax events or diversification; no pattern of systematic selling is indicated by disclosures above (routine grants and vesting dominate activity) .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; 100% 2024 attendance across Board and assigned committees; robust anti-hedging/pledging and clawback policies; no related‑party transactions disclosed .
- Incentive alignment: Annual equity (time‑vested RSUs) plus cash fees consistent with peer practices; 2024 director equity grant $115,001 and cash of $119,000; no meeting fees .
- Risk/RED FLAG watch items: Industry overlap due to ResMed operating role—monitor for any supplier/customer dealings; company states none and uses Audit Committee oversight for RPTs .
- Engagement: Independent directors met in executive session at each regular 2024 meeting, indicating active oversight .