Conceptual Health · Governance
How we govern. Plainly stated.
Board composition, committee charters, decision authority, oversight scope, and the chain-signed audit ledger. Open as it can be without breaking patient confidentiality — and every change is recorded.
By the numbers
The shape of our oversight.
Board seats
5
Three independent · two operating
Standing committees
4
Audit · Compensation · N&G · Risk
Meeting cadence
Monthly
Plus quarterly investor review
Director tenure cap
9 yrs
Mandatory rotation
The board
Five seats. Three independent.
Independent directors meet SEC independence standards even though Conceptual Health has not filed for registration. We hold ourselves to the future bar.
RL
Raymond M. Lahti
Founder · Chief Executive Officer
Operating director
Founder, principal architect of the Conceptual Health Formula. Carries the deciding vote on operating matters within board policy.
ML
Maria R. Lahti, MD
Co-founder · Chief Medical Officer
Operating director
Co-founder, clinical lead. Holds clinical safety veto on any product, policy, or partnership that affects patient care.
⌬
Independent Director (Healthcare)
Audit committee chair · N&G committee
Seat reserved
Healthcare-system veteran with public-company audit committee experience. Search active — appointment expected before Series A.
⌬
Independent Director (Regulatory)
Risk committee chair · Audit committee
Seat reserved
Former FDA / HHS-OCR / state-medical-board background. Owns oversight of compliance posture, HIPAA, breach response, and DEA-EPCS.
⌬
Independent Director (Capital)
Compensation committee chair · N&G committee
Seat reserved
Capital-markets / venture seat. Chairs compensation, anchors investor protections, leads CEO succession planning.
Standing committees
Four committees. Clear charters.
Audit Committee
Reviews financial statements, internal controls, auditor independence, related-party transactions, and the chain-signed audit ledger. Approves the engagement of external auditors. Reports to the board monthly. Independent chair required.
Chair: Independent · Healthcare
Compensation Committee
Sets and reviews CEO, CMO, and officer compensation; reviews equity grants and vesting; approves option pool refreshes. Annual benchmarking against comparable healthtech companies. Independent chair required.
Chair: Independent · Capital
Nominating & Governance Committee
Sources candidates for independent seats, oversees director independence determinations, manages tenure rotation, runs annual board self-evaluation, and reviews these governance documents. Independent chair required.
Chair: Independent · Capital
Risk Committee
Oversees the enterprise risk framework: HIPAA & PHI handling, cybersecurity posture, vendor risk + sanctions screening, AI safety, business continuity, and crisis war-room readiness. Reviews predictive-incident classifier output. Independent chair required.
Chair: Independent · Regulatory
Charters & policies
The written record. Available on request.
All documents below are chain-signed in the public audit ledger at /trust. Working copies are revision-controlled in the corporate command center; signed PDFs are available to verified investors and regulators on request.
BL
Bylaws
Articles of Incorporation · Delaware · 2024 · v3
BC
Board Charter
Powers, duties, election, removal
AU
Audit Committee Charter
Scope · independence · auditor selection
CP
Compensation Committee Charter
Officer pay · equity · vesting
NG
Nominating & Governance Charter
Director search · tenure · self-eval
RK
Risk Committee Charter
HIPAA · cyber · vendor · AI safety
CC
Code of Conduct & Ethics
Applies to directors, officers, employees, contractors
CO
Conflict-of-Interest Policy
Disclosure · recusal · related-party transactions
IT
Insider-Trading Policy
Forward-looking · windows · 10b5-1 framework
WB
Whistleblower Policy
Anonymous reporting · non-retaliation · audit-committee access
DG
Data Governance & HIPAA Privacy
Designated Privacy Officer · BAAs · minimum-necessary
CS
Cybersecurity Oversight
Board-level scope · breach reporting · NIST CSF mapping
IP
IP & Patent Governance
USPTO 63/921,717 · CH Formula · licensing protocol
DI
Director Independence Standards
SEC-aligned · material relationship test
DO
D&O Insurance Summary
Carrier · limits · towers · indemnification
RT
Related-Party Transaction Policy
Audit-committee pre-approval · disclosure
Oversight scope
What the board actually watches.
Compliance posture
HIPAA · HITRUST · SOC 2 · FISMA Mod · FIPS 140-3 · DEA-EPCS · PCI · GDPR · NIST CSF · FedRAMP — current scores reviewed monthly by the Risk Committee and reported to the board.
Live audit ledger
Every officer-level decision is recorded in a chain-signed log (HMAC-SHA256, prior-hash). Public anchor at /trust; full ledger is exposed to the board read-only.
Crisis war rooms
One-button incident command. Auto-paging, recorded ConfBridge audio, signed decision timeline. Post-mortems delivered to the board within 5 business days.
Vendor risk & sanctions
Nightly screening against OFAC SDN, UK FCDO, EU consolidated, and state Medicaid exclusion lists. Risk Committee reviews exceptions.
Cybersecurity posture
Three-tier infrastructure (production · redundancy · edge AI) with restic backups, Postgres streaming replica, fail2ban, GlitchTip telemetry. Quarterly external pen test.
AI safety & model use
Ours-first AI policy (local Llama-3.2 on edge), xAI Grok as cross-check + fallback. No PHI in remote prompts. Confidence + provenance logged on every inference.
ESG & carbon
Live energy + CO₂-equivalent telemetry across all three nodes. Reviewed annually by the Risk Committee against published targets.
Hiring & succession
CEO succession plan reviewed annually by the N&G Committee; CMO succession reviewed by the Risk Committee; key-person coverage tracked in D&O.
Capital allocation
Quarterly review of cash position, burn, runway, and revenue waterfall. Board approves the annual budget and any material reforecast.
Annual cadence
The governance year. Predictable on purpose.
Q1 · Jan – Mar
Annual planning
Strategy review · annual budget approval · CEO & CMO performance review · annual board self-evaluation.
Q2 · Apr – Jun
Compliance & audit
External audit kickoff · HIPAA/HITRUST re-attestation · external pen test · auditor independence review.
Q3 · Jul – Sep
Capital & talent
Mid-year reforecast · equity refresh review · officer comp benchmarking · key-person insurance review.
Q4 · Oct – Dec
Board renewal
Director self-evaluation · tenure rotation · independence re-test · committee assignments for next year.
Monthly
Operating review
Live KPIs · compliance posture · open war rooms · approvals queue · vendor-risk exceptions.
Sunday 9 pm CT
Weekly highlight reel
AI-curated reel of the week's wins, decisions, and lessons — delivered to all directors.
Mon-Fri 5:30 am CT
Daily brief
AI-generated per-officer brief on the day's risks, approvals due, and commitments.
Quarterly
Investor update
Quarterly investor letter · cap-table delta · KPIs · regulatory posture · strategic moves.
The mathematical foundation
CH = (S × Sp)C × (T + E)p × (ER × RS)(C/3)
Governance principles
What we will never do.
No founder override.
No dual-class shares engineered to entrench the founders. Board votes are the board's votes.
No silent PHI use.
No patient health information ever flows to a third-party model without an explicit, audited Business Associate Agreement. The default is ours-first AI.
No off-ledger decisions.
Every officer-level decision is recorded with rationale, chain-signed, and discoverable by the board. There is no shadow process.
No vendor lock-in for patients.
A patient can leave Conceptual Health and take their full record with them — encrypted, machine-readable, no fee.
No tolerance for retaliation.
The whistleblower policy provides anonymous reporting, audit-committee access, and explicit non-retaliation.
No dark patterns.
Our product surfaces never use dark UX to drive engagement, upsell, or extract consent. Integrity in all we do.™
Engagement
How to reach us.
Investor relations
Board minutes, charters, signed PDFs.
Verified investors and regulators receive chain-signed copies of the documents above on request. We typically respond within one business day. Patient-confidential material is redacted; nothing material is omitted.