Mark Lindsay
About Mark Lindsay
Independent director at Vivos Therapeutics since June 2020. Age 62 as of the 2025 record date. Background spans legal, governmental, regulatory, and healthcare business development; education includes a JD (Case Western), MA in International Affairs (Georgetown), Advanced Management (Wharton), and Macalester College; member of the District of Columbia Bar. The Board has affirmatively determined Lindsay is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Livingston Group | Consultant; Director, Healthcare & Pharmaceuticals Practice | Since 2008 | Advises on healthcare and pharma policy/business development |
| UnitedHealth Group | President, AARP Pharmacy Services Division; VP, Public Communications & Strategy | Feb 2001–Sep 2008 | Senior leadership at a major healthcare company |
| Obama Transition Team | Transition team member | 2008 | Federal transition operations |
| White House, Office of Management & Administration | Assistant to the President | May 1996–Jan 2001 | Oversaw White House Military Office, Communications Agency, Medical Unit, Camp David, operations/logistics for presidential travel |
| U.S. House of Representatives (Rep. Louis Stokes) | Senior legislative aide and counsel | 1994–1997 | Legislative work on business/economic issues; CBC engagement |
| Sen. Hillary Clinton’s MN Finance Committee | Member | 2008 | Campaign finance committee role |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| The Livingston Group | Consultant; Director, Healthcare & Pharmaceuticals Practice | Since 2008 |
Proxy biographies list public-company directorships where applicable; no public-company boards are disclosed for Lindsay in his bio.
Board Governance
- Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating & Governance.
- Independence: Board determined Lindsay is independent under Nasdaq rules.
- Board structure: Six directors; no Lead Independent Director; executive sessions of independent directors held regularly and at least annually.
- 2024 activity and attendance: Board met 7 times; Compensation Committee met 7 times; directors attended 97% of Board/committee meetings; Nominating & Governance Committee did not meet.
- Annual meeting participation: Proxy states all directors attended the last annual meeting (Nov 26, 2025).
2025 Annual Meeting Director Election (Mark Lindsay)
| Metric | Value |
|---|---|
| Shares Voted For | 2,780,996 |
| Shares Withheld | 191,083 |
| Broker Non-Vote | 1,996,649 |
Fixed Compensation
Director Compensation Program (effective post-IPO)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer (non-employee directors) | $48,000 |
| Committee chair fee | $10,000 |
| Committee member fee | $5,000 |
| Meeting fees | None; travel expenses reimbursed |
Mark Lindsay – FY2024 Director Compensation
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $58,000 |
| Option Awards (grant-date fair value) | $7,840 |
| Total | $65,840 |
Performance Compensation
| Equity Award (FY2024) | Type | Grant-Date Fair Value (USD) | Vesting/Performance Metrics |
|---|---|---|---|
| Annual director equity | Stock options | $7,840 | Specific vesting/performance terms for director awards not disclosed in proxy; 2024 Omnibus Plan permits options, RSUs, SARs, performance units. |
Company-wide clawback policy adopted Dec 1, 2023 (applies to “Covered Executives”; directors not specified) and revised Insider Trading Policy (Mar 2023) includes pre-clearance and trading windows.
Other Directorships & Interlocks
- No current public-company directorships disclosed for Lindsay.
- Compensation Committee interlocks: None; members (including Lindsay) were not officers/employees and had no related-party transactions requiring disclosure in the last fiscal year.
Expertise & Qualifications
- Legal, governmental, regulatory, and healthcare business development expertise viewed as core credentials for Board service.
- Education: JD (Case Western Reserve), MA Intl Affairs (Georgetown), Advanced Management (Wharton), Macalester College; DC Bar member.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Breakdown |
|---|---|---|---|
| Mark F. Lindsay | 6,400 | <1% | Includes 6,400 options exercisable within 60 days; unexercisable/pledged shares not disclosed. |
- Shares outstanding at record date: 7,504,807.
Governance Assessment
- Positive signals:
- Independent director; chairs Compensation Committee with a written charter and authority over management compensation, stock plans, adviser independence, and Board/management evaluation.
- High overall Board/committee attendance (97%); Compensation Committee met 7 times in 2024, indicating active oversight.
- No related-party transactions; Audit Committee pre-approves and oversees any such situations.
- Insider Trading Policy and clawback policy adopted, enhancing governance controls.
- Strong shareholder support in 2025 director election (2,780,996 “For” vs. 191,083 “Withheld”).
- Watch items / RED FLAGS:
- No Lead Independent Director despite combined Chair/CEO structure; consider enhanced independent leadership.
- Nominating & Governance Committee did not meet in 2024; governance cadence may warrant improvement.
- Low personal beneficial ownership (<1%); while options provide upside, limited “skin-in-the-game” could be viewed as weaker alignment versus higher ownership baselines.
- 2024 audit report included a going-concern explanatory paragraph, indicating company-level financial risk context requiring vigilant Board oversight.
Director election and equity plan amendments were approved at the 2025 Annual Meeting; Lindsay was re-elected to a one-year term.