Independent Board Member — Remote Cardiac Monitoring | Clinical, Regulatory & Reimbursement Governance

Reference: GILA/PB/A02/2608
Company stage: Series A
Seat classification: Contractually independent, non-executive private-company board seat; final statutory classification to be confirmed before appointment
Primary board geography: Hyderabad with hospital-partner and device-operations reviews
Meeting pattern: Eight boards, quarterly Clinical/Quality Committee and incident availability
Status: Confidential retained-search specification; client identity only after conflict pre-clearance and NDA.

Anonymised company context

A medical-technology company combining a wearable cardiac sensor, cloud interpretation platform and clinician network for ambulatory monitoring of arrhythmia and post-discharge patients.

USD 12–18 million of Series A capital funds domestic scale and selected overseas regulatory work. Several hospital groups use the service, but reimbursement, diagnostic accuracy, device supply and clinician workflow differ materially by market.

Calibrated market hint: Wearable-plus-cloud monitoring, a Hyderabad base and hospital partnerships evoke a handful of Indian cardiac-device ventures; sensor specifications are deliberately withheld. Candidates must treat any inference as confidential and disclose it only for conflict screening.

Why the seat exists now

The company’s growth presentation blends devices shipped, monitoring days, analysed studies and paid reports. The board needs clinical and economic truth before expanding sales. The independent member must protect patients and evidence while helping founders avoid a risk-averse governance structure that blocks useful innovation.

At Series A, IPO readiness does not mean behaving as though a listing is imminent. It means eliminating governance debt while the cap table, operating model and management habits are still changeable: clean authority, reliable metrics, protected control functions, documented related parties and a board that can make a hard decision without founder or investor theatre.

Board design, authority and boundaries

Contractually independent non-executive director and Chair of a voluntary Clinical, Quality & Data Committee. The person does not practise through the platform, approve individual diagnoses or replace the medical director.

The appointee is expected to ask for evidence, frame choices, record dissent and hold management accountable. The appointee is not a part-time executive, broker, operating consultant, fundraiser or representative of the investor who proposed the name. Management remains responsible for execution.

Strategic charter — first 18 months

1. Define controlled operating metrics from device deployment through clinically valid, reported and collected studies
2. Establish board tolerances for false negatives, false positives, unreadable data, report delay and device failure
3. Protect medical-director and quality independence from sales targets
4. Review clinical evidence, intended-use claims and market-specific regulatory classification before launch
5. Govern patient consent, clinician access, data retention, breach response and cross-border processing
6. Examine hospital contracts, professional responsibility, reimbursement denials and channel incentives
7. Build batch/serial traceability, complaint, field-action and recall readiness
8. Create Series B and long-range IPO-path diligence standards for evidence, revenue and patient outcomes

Decisions likely to reach this director

• Whether evidence supports entering a new indication
• Whether a large hospital’s workflow modifications compromise quality
• Whether management should pause deployments after a borderline safety signal

These are not hypothetical interview prompts. They describe the type of decision on which the board expects an independent company-interest view, including the ability to say “not yet,” “only with conditions,” or “stop.”

Candidate market — evidence, not labels

Essential

• Senior medtech, cardiology-services, clinical-quality, regulatory or healthcare-technology leader with board judgement
• Experience balancing patient safety with commercial scale
• Fluency in device/software/data accountability
• No dependence on hospital referrals or the investor syndicate

Particularly valuable

• US FDA, EU MDR or Indian device-regulatory exposure relevant to remote monitoring
• Reimbursement and provider-contract experience
• Product recall or serious clinical-event governance
• Health-data privacy

The search is deliberately open to former operators, founders, functional leaders, investors with genuine board experience, regulators, academics with operating relevance and experienced directors. Prior service on a listed board is useful but not a proxy for judgement.

IICA Databank and legal eligibility position

This search does not impose IICA Independent Directors Databank registration or the proficiency test as a blanket application gate. The disclosed company is presently private, and the seat is designed as a contractually independent non-executive board role. Before appointment, counsel and the Company Secretary will determine whether the company’s actual legal form, public-company status, holding/subsidiary relationships, borrowing or other facts trigger any statutory independent-director requirement. If the seat is later redesignated as a statutory Independent Director role during conversion or IPO preparation, the appointee must complete every then-applicable requirement before that redesignation.

All candidates must still have a valid DIN before appointment, complete required KYC/consent/disclosures, be free of Section 164 disqualification, remain within applicable Section 165 limits, and satisfy the Articles, shareholders’ agreement, investor consent rights and any sector-specific fit-and-proper rules. “Not required to be in the Databank today” does not mean “unregulated” or “low-liability.”

Independence and conflict screens

Clinical or financial relationships with partner hospitals, cardiologists, device manufacturers, laboratories, insurers or competing platforms; research authorship that would create self-review; paid clinical work routed through the company.

GILA will map pecuniary, advisory, investment, family, customer, supplier, competitor and investor relationships across the look-back period agreed with counsel. A fund nominee is not automatically independent; a well-known listed-company director is not automatically suitable; and a small equity holding is not automatically harmless. Substance and perception will both be assessed.

Downside diligence offered to the candidate

Before consent, the shortlisted candidate will receive under NDA: the cap table and side letters; Articles and shareholders’ agreement; last six board packs and minutes; cash/runway case; material contracts; regulatory, litigation, IP and related-party schedules; insurance policies; founder/KMP employment and equity terms; latest audit or financial review; whistleblower and incident summary; and a written statement of the expected board/committee classification. The candidate may request independent legal advice through an agreed protocol.

First-year evidence of success

The target is a board operating system that can support Series B diligence, preserve founder speed and begin a credible multi-year path toward public-market quality. For this mandate, the board will look for:

• Metric definitions reconcile devices, studies, reports, billing and cash
• Clinical and data risks have named owners and tested escalation
• Claims are limited to supported intended uses
• The quality system can withstand institutional diligence before Series B

Commitment, economics and protection

• Expected commitment: 24–30 days annually, with rapid availability for a material clinical or privacy event.
• Commercial terms: Three-year initial term. Fixed cash fee and committee-chair fee; no per-referral or revenue-linked compensation. Any equity is separately independence-assessed. D&O, cyber/privacy and product/professional liability cover are mandatory.
• Minimum protection: a written appointment letter, information and inspection rights, minuting of dissent, a deed of indemnity to the extent legally available, appropriate D&O with advancement and run-off, and access to independent advice.
• No hidden commercial role: no placement fee, sales referral, government liaison, customer introduction or consulting retainer is implied by the board appointment. Any separate engagement would require prior board approval, conflict review and clear disclosure; in many cases it will be prohibited.

Search and appointment process

Conflict pre-clearance → founder and lead-investor conversations held separately → GILA/SYMPHONY™ board-fit assessment → live mandate case → cap-table/SHA and board-pack diligence under NDA → references including one from a difficult company period → joint founder/investor/NRC session → legal, reputation and independence checks → board/shareholder appointment under the constitutional documents.