William Frazier
About William Frazier
Dr. William Frazier is Viemed Healthcare’s Chief Medical Officer (CMO) and a director since December 21, 2017; age 67, board‑certified in Internal Medicine, Pulmonary, Critical Care, and Sleep Medicine, and a former full‑time pulmonologist with 30+ years of practice and published COPD/home ventilation research . Viemed’s pay-versus-performance framework highlights cumulative TSR, revenue, adjusted EBITDA, and net income as core performance measures guiding pay outcomes; the Selected Measure for Viemed is revenue . As an employee-director, Frazier is not independent under NASDAQ rules; the Board is chaired by an independent director, which mitigates dual-role governance risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viemed Healthcare, Inc. | Chief Medical Officer | 2017–Present | Oversees clinical protocols, aligning COPD/home ventilation care with payer economics and growth in active patients . |
| Patient Home Monitoring (PHM) | Chief Medical Officer | 2015–2017 | Led clinical strategy across prior parent entities (Sleepco subsidiaries), groundwork for Viemed spin-out . |
| Prior medical practice | Pulmonologist | 30+ years | Led clinical research and published on COPD/home ventilation; served as Chief of Medical Staff and director roles in regional health systems . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Frazier in U.S./Canada during the period . |
Fixed Compensation
- As an employee-director, Frazier receives no director cash fees; his employee wages and cash bonus are disclosed within director tables and footnotes .
| Year | Base Wages ($) | Notes |
|---|---|---|
| 2024 | 221,858 | Disclosed as CMO wages in director comp footnote . |
| 2023 | 211,551 | Disclosed as CMO wages in prior proxy . |
| Director Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | — | — |
| Notes | As an employee-director, no cash director fees . | As an employee-director, no cash director fees . |
Performance Compensation
- Annual cash bonus is driven by the corporate Cash Bonus Plan (company-wide), with criteria weighted 70% financial/operational (adjusted EBITDA, revenue, business line growth, active patients) and 30% other corporate goals; the Compensation Committee retains discretion . NEOs also participate in an “Active Patient Bonus” paid equally to eligible employees .
| Year | Actual Cash Bonus ($) | Plan Basis / Metrics | Vesting / Timing |
|---|---|---|---|
| 2024 | 77,072 | Cash Bonus Plan; 70% adj. EBITDA, revenue, business line growth, patients; 30% other goals; committee discretion . | Paid post-year-end per plan . |
| 2023 | 88,032 | Cash Bonus Plan; same framework . | Paid post-year-end per plan . |
- Equity incentive structure: In 2024, Viemed granted RSUs to executives with equal annual vesting over three years; directors also receive equity awards under the Omnibus/LTIP programs .
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (director service) | Jan 29, 2024 | 7,003 | 77,801 | Three equal annual installments beginning Jan 29, 2025 (grant date inferred by typical Jan cadence; Form 4 shows RSU award on 2024-01-29) . |
| Phantom Share Units | Jan 29, 2024 | 2,334 | Included in director awards | Three equal annual installments beginning Jan 29, 2025; settles in cash within 60 days of vesting . |
| Stock Options | Jan 4, 2018 | 36,261 | — | Strike $1.81; expires Jan 4, 2028 . |
Detailed vesting events (recent Form 4 activity):
- Aug 25, 2024: 3,594 RSUs vested; 876 shares withheld for taxes at $7.39; net shares delivered; post-transaction ownership 67,808 shares .
- Jan 29, 2025: 2,335 RSUs vested; 693 shares withheld for taxes at $8.28; 778 Phantom Units vested (cash-settled); multiple entries corrected in late Form 4 filing .
- Section 16(a) note: A late Form 4 for Frazier was filed Jan 31, 2025 due to administrative error .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Apr 9, 2025) | 105,711 shares | Includes 36,261 options exercisable/vesting within 60 days; represents <1% of shares . |
| % of Shares Outstanding | <1% | Based on 39,523,787 shares outstanding . |
| Options Outstanding | 36,261 | Exercisable/vesting within 60 days; strike $1.81; expiry 1/4/2028 . |
| RSUs Outstanding (12/31/24) | 7,003 | Three-year ratable vesting starting 1/29/2025 . |
| Phantom Share Units (12/31/24) | 2,334 | Three-year ratable vesting starting 1/29/2025; cash-settled . |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging, margin, hedging, short sales, options trading . |
Ownership guidelines: No numeric executive or director ownership multiple disclosed; the company emphasizes alignment through equity plans and director shareholding appropriateness; no shares pledged by insiders as of record date .
Employment Terms
- Role start date: CMO since December 2017; director since December 21, 2017 .
- Contract terms: The proxy details at-will employment and severance/change-in-control economics for certain NEOs (CEO, President, COO, CFO, GC) but does not provide a specific employment agreement summary for Dr. Frazier; non-compete/non-solicit provisions disclosed only for the enumerated executives (2 years post-termination) . Therefore, severance multiples, bonus treatment, and CoC terms for the CMO are not disclosed.
Board Governance
- Independence: Frazier is not independent (executive officer); independent Chairman structure in place; majority independent Board .
- Committee roles: None listed for Frazier; committee membership (Audit, Compensation, CG&N) comprises independent directors .
- Attendance (2024): Board meetings 4/4; no committee assignments .
- Director compensation (non-employee directors): Annual cash retainer $92,000; committee chair/member fees noted; equity grants annually; Frazier’s director equity treated separately as an employee .
Director-specific compensation for Frazier:
| Year | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 77,801 | 77,072 | 154,873 | Employee-director: receives equity under LTIP for director service; cash “non-equity” amount represents employee bonus . |
| 2023 | 28,500 | 88,032 | 116,532 | Same treatment as above . |
Compensation Structure Analysis
- Mix and shift: For 2024, Frazier’s director equity increased versus 2023 ($77.8k vs. $28.5k), while his employee cash bonus decreased ($77.1k vs. $88.0k), signaling a modest shift toward equity for director service and lower cash outcome under the bonus plan .
- Metric rigor: Company’s bonus framework ties 70% of payouts to hard financial/operational metrics (adj. EBITDA, revenue, patients), with 30% for strategic goals; the committee retains discretion, adding subjectivity risk but enabling capital discipline .
- Equity form: The company has shifted long-term incentives toward RSUs with three-year ratable vesting (lower risk than options), but legacy options remain outstanding; minimum one-year vesting added in 2025 Omnibus Plan amendments .
- Dilution context: Outstanding options/RSUs as of April 9, 2025 equal 13.7% of shares; plan reserve would be 20% if amended, balancing talent retention vs. dilution .
Risk Indicators & Red Flags
- Section 16(a) timeliness: Late Form 4 filed Jan 31, 2025 for four transactions due to administrative error—minor process risk but not economically material .
- Related-party transactions: None >$120,000 involving directors/executives since start of 2024 (reduces conflict risk) .
- Pledging/hedging: Prohibited by policy—alignment positive; no pledged shares by insiders disclosed .
- Equity plan changes: Increased authorization and clarified CoC vesting treatment—watch potential dilution, though minimum one-year vesting adds discipline .
Say‑on‑Pay & Shareholder Feedback
- Company provides advisory say-on-pay; board/committee consider results in future decisions. 2025 circular solicits SoP but specific approval percentages not disclosed in the document excerpts provided .
Expertise & Qualifications
- Education: B.S. Philosophy (Vanderbilt), M.D. (University of Mississippi), post‑doctoral training (University of Virginia) .
- Technical credibility: Board‑certified pulmonologist; research experience in COPD/home ventilation and RPM; clinical protocol oversight at Viemed .
Equity Event Timeline (Trading Pressure/Withholding)
| Date | Event | Shares Vested | Shares Withheld (Tax) | Price ($) | Post-Event Holdings |
|---|---|---|---|---|---|
| 2024-08-25 | RSU vest | 3,594 | 876 | 7.39 | 67,808 |
| 2025-01-29 | RSU vest | 2,335 | 693 | 8.28 | 69,450 |
| 2025-01-29 | Phantom vest (cash) | 778 | — | — | n/a |
| Citations: . |
Board Governance – Dual Role Implications
- Frazier’s executive plus director role reduces independence; however, independent Chair and fully independent Audit/Comp/CG&N committees provide oversight and mitigate concentration of control .
- Attendance/performance: 100% Board attendance in 2024, indicating engagement .
Investment Implications
- Alignment: Equity exposure via RSUs/options and prohibition on pledging/hedging align Frazier with shareholders; scheduled annual RSU vests create predictable withholding-related flow but limited selling pressure given small ownership (<1%) .
- Pay-for-performance: Company’s 70/30 bonus mix (financial/operational vs. strategic) ties outcomes to revenue/adjusted EBITDA/patient metrics; Frazier’s lower 2024 bonus vs. 2023 indicates sensitivity to plan results and/or committee discretion .
- Retention/contract risk: Lack of disclosed CMO severance/CoC terms creates uncertainty on retention economics versus other NEOs with defined protections; monitor future proxies/8‑Ks for CMO‑specific terms .
- Governance: Dual role risk is mitigated by an independent chair and fully independent committees; no related-party transactions and strong trading policy further reduce governance overhang .