Governance

Corporate Governance & Risk Management

A documented framework of standard operating procedures, governance policies, committee charters and contractual controls.

Lionheart Health, Inc. has developed a documented framework of standard operating procedures, governance policies, committee charters and contractual controls designed to protect shareholder interests, safeguard company assets, support reliable financial reporting and manage clinical, operational and regulatory risks. These documents also support audit preparation, SEC disclosure and the company’s proposed Nasdaq Capital Market direct listing.

Governance and control areas

Board governance and accountability: Defines Board oversight of strategy, capital allocation, executive leadership, financial integrity and risk. Provides for meeting calendars, advance materials, minutes, written consents, resolutions and tracking of delegated authority.
Board committees and independence: Includes Audit, Compensation, and Nominating & Corporate Governance Committee charters; committee appointments; director questionnaires; independence assessments; and review of Board composition and compensation.
Ethics, conflicts and whistleblower protection: Covers business conduct, disclosure of conflicts, recusals, related-party review, confidential reporting of concerns, investigation procedures and protection against retaliation.
Financial reporting and accounting: Establishes documented financial reporting, monthly/quarterly/year-end close, balance-sheet reconciliations, supported accruals, journal-entry approvals, management review and financial-statement certification procedures.
Revenue recognition and collections: Addresses product and equipment sales, memberships, services, clinic licensing and royalties. Requires contract and fulfillment support, revenue and deferral schedules, receivable aging, cash application and reconciliation to accounting records.
Cash, banking and payment security: Provides for cash monitoring, authorized bank access, payment approvals, wire/ACH controls, independent review and segregation of payment preparation, approval and recording where practicable.
Purchasing, expenses and payroll: Requires expenditure authorization, invoice and receipt or milestone evidence, duplicate-payment checks, expense reimbursement support, approved compensation changes and payroll review.
Inventory and fixed assets: Covers receiving, shipping, inventory movement, lot/serial tracking where applicable, cycle and physical counts, valuation and obsolescence review, fixed-asset registers, depreciation and approved disposals.
Segregation of duties and internal controls: Separates authorization, custody, recording and reconciliation. Provides compensating reviews for limited staffing, system-access reviews, risk-control documentation, control walkthroughs and deficiency remediation.
Equity, capitalization and financing: Requires documented authority and available pool capacity for equity awards.Full text pending

Financial Controls SOP Manual

Financial controls & accounting procedures

Lionheart Health’s Financial Controls SOP Manual establishes procedures for authorizing transactions, maintaining accurate accounting records, safeguarding assets and retaining supporting evidence for financial review and audit. The manual addresses the company’s eStore, memberships, clinic licensing, royalties, equipment sales and service activities.

Revenue recognition

Apply U.S. GAAP revenue-recognition principles under ASC 606. Recognize product and equipment revenue when control transfers under the applicable terms; recognize ongoing membership services over the service period; and evaluate licensing, royalties and bundled services according to their contractual obligations. Maintain executed agreements, fulfillment evidence, accounting memoranda and deferred-revenue schedules.

Contract review before execution

Review customer, vendor, licensing and partner agreements for pricing, delivery, acceptance, cancellation, collectability and accounting implications. Route nonstandard terms for additional financial and legal review. Retain the approved, executed agreement and establish the corresponding billing and revenue schedules.

Expense authorization and payment controls

Require appropriate approval and invoice, receipt or completed-milestone support before payment. Review expense classification as operating expense, cost of goods sold or capital expenditure. Separate payment preparation, review and release; check for duplicate invoices; and control changes to vendor payment information.

Cash and bank reconciliations

Reconcile bank accounts and merchant-processing balances to accounting records. Investigate outstanding differences and retain independent supporting statements. Use dual approval for wires and ACH payments and management review of bank statements as compensating controls where staffing is limited.

Accounts receivable and collections

Maintain customer invoices, cash-application records and receivable-aging reports. Review overdue balances and reconcile customer activity to the general ledger. Track advance billings separately from earned revenue.

Inventory accuracy and valuation

Document purchases, receiving and shipping activity, including SKU and lot or serial information where applicable. Maintain quantities and unit or landed costs, conduct monthly cycle counts and an annual physical count, reconcile inventory to the general ledger, and assess obsolescence quarterly.

Monthly financial close

Use a documented close checklist covering transaction cutoff, late invoices, reconciliations, accruals, prepaid expenses, revenue, payroll, inventory and cost of goods sold. Review financial results against prior periods and budget, obtain Controller sign-off and secure final CFO approval.

Balance-sheet reconciliations

Reconcile cash, merchant processors, receivables, payables, inventory, fixed assets, debt, deferred revenue, payroll and tax liabilities, and equity each month. Document unresolved or aged reconciling items and retain reviewer sign-offs.

Journal-entry approvals

Require an explanation, calculations and source documentation for manual accounting entries. Obtain independent review before posting, with additional CFO approval for material entries under the applicable authorization thresholds. Retain entries and approvals in the monthly accounting binder and restrict subsequent edits.

Segregation of duties

Separate transaction authorization, asset custody, accounting and reconciliation wherever practicable. Assign distinct responsibilities for vendor setup, payments, cash application, inventory adjustments and equity changes. Document compensating reviews when a small team cannot fully separate duties.

Accrual completeness

Identify expenses incurred but not yet invoiced through open purchase orders, recurring vendors, received goods or services and documented commitments. Support calculations, maintain rollforwards, and reverse or adjust accruals in subsequent periods.

Controlled contract and revenue records

Upload executed contracts within 48 hours, retain amendments and exhibits together, and conduct quarterly completeness checks against billing and vendor records. Reconcile revenue and deferred-revenue schedules monthly; lock approved schedules after close and require authorization for changes.

Equity and capitalization controls

Verify available incentive-pool capacity and documented delegated authority before approving awards. Retain grant notices, award agreements, vesting terms and recipient acceptance; update the cap table within 48–72 hours; maintain stock-compensation calculations under ASC 718; and perform quarterly reconciliation and certification of equity records.

Audit-ready evidence

Maintain organized close, contract/revenue and equity binders containing reconciliations, approval logs, accounting schedules, fulfillment records, valuation support and executed agreements. Review the manual at least annually and after significant accounting or regulatory changes.

Purpose: these procedures are designed to provide a clear audit trail from each transaction to its authorization, supporting documentation, accounting treatment and management review.

Governance documents

Regulatory and data management SOPs are available as PDFs. For bylaws, committee charters and meeting minutes, contact Investor Relations.

View documents

Board & Leadership

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Board

Board of Directors →

Management

Leadership Team →

Board Committees

Board committees & charters

Lionheart Health’s Board committees support oversight of financial reporting, executive compensation, corporate governance and strategic execution.

Audit Committee

Audit Committee members
Name	Committee position
Mike Robinson	Member
Matt Stamer	Member (outside advisor)
Scott Jordan	Member

Charter summary

The Audit Committee assists the Board in overseeing financial statements, independent auditors, internal controls, disclosure controls and financial risk.

Principal responsibilities

Review annual and quarterly financial statements and significant accounting judgments.
Recommend the appointment, compensation and retention of the independent registered public accounting firm and oversee its work.
Review internal-control deficiencies, fraud risks, related-party transactions and accounting or auditing complaints.
Preapprove audit and permitted non-audit services.
Retain independent legal, accounting or other advisers as needed.
Report material findings and recommendations to the Board.

Compensation Committee

Compensation Committee members
Name	Committee position
Scott Jordan	Member
Dr. Sanjay Bhojraj	Member
Dr. Leslie Miller	Member

Charter summary

The Compensation Committee oversees executive compensation, incentive programs and equity awards, with attention to performance alignment and compensation-related risk.

Principal responsibilities

Review CEO and Co-CEO performance goals and compensation.
Review executive and key employee compensation arrangements.
Recommend or approve equity awards within authority delegated by the Board.
Review incentive metrics for alignment with Company objectives and appropriate risk management.
Retain independent compensation advisers as needed.
Maintain committee minutes and award-approval records.

Corporate Governance and Nominating Committee

Corporate Governance and Nominating Committee members
Name	Committee position
Scott Hoots	Member
Scott Jordan	Member
Howard Leonhardt	Member

Charter summary

The Corporate Governance and Nominating Committee oversees Board composition, director nominations and corporate-governance practices.

Principal responsibilities

Identify and evaluate director candidates, considering skills, independence, experience, availability, integrity and Company needs.
Review Board and committee composition annually.
Recommend director nominees and committee assignments.
Oversee annual governance-policy reviews and Board evaluations.
Monitor director-independence determinations and governance disclosures.

Executive Committee

Executive Committee members
Name	Committee position
Howard Leonhardt	Member
Scott Hoots	Member
Scott Jordan	Member

Charter summary

The Executive Committee supports strategic execution and addresses matters between regular Board meetings within authority expressly delegated by the Board.

Proposed principal responsibilities

Review strategic priorities, financing initiatives and operating performance.
Monitor clinical, regulatory, commercialization and partnership milestones.
Coordinate management reporting and matters requiring Board consideration.
Address time-sensitive matters requiring quick action in the best interest of the Company within delegated authority.
Report committee actions promptly to the full Board.
Refer matters reserved for the full Board or shareholders to the appropriate approving body.