Shelley Thunen
About Shelley Thunen
Independent director (Class I) at AEON since 2023; age 72. Currently CFO of RxSight, Inc. (NASDAQ: RXST) since February 2017, after serving as Chief Administrative Officer beginning January 2016. Holds a B.A. in Economics and an MBA from the University of California, Irvine. Designated “audit committee financial expert” and determined independent under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| RxSight, Inc. | Chief Administrative Officer; later Chief Financial Officer | Jan 2016 – Present (CFO since Feb 2017) | Senior finance leadership at a public medtech company |
| Endologix, Inc. (NASDAQ: ELGX) | Chief Financial Officer | Jan 2013 – Oct 2015 | Public company CFO experience |
| Alcon LenSx, Inc. | Associate General Manager | Aug 2010 – Dec 2012 | Operating leadership post-acquisition by Alcon |
| LenSx, Inc. | Board Member; Audit Committee Chair; CFO & VP Operations | Apr 2008 – Aug 2010; Nov 2009 – Aug 2010 | Audit leadership; operations oversight ahead of Alcon acquisition |
| IntraLase Corp. (NASDAQ: ILSE) | Chief Financial Officer; later EVP & CFO | May 2001 – Apr 2007 | Led finance through IPO and ultimate sale to Advanced Medical Optics in 2007 |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Restoration Robotics, Inc. (NASDAQ: HAIR) | Board Member; Audit Committee Chair | Jul 2015 – Nov 2019 | Public company board; audit oversight prior to acquisition by Venus Concept |
| Surface Ophthalmics, Inc. | Board Member; Audit Committee Chair | Aug 2020 – Present | Private biopharma; audit leadership |
| eyeonics, Inc. | Board Member | Jun 2007 – Feb 2008 | Medical devices board service |
Board Governance
- Committees: Audit Committee (Chair), Nominating & Corporate Governance Committee (Member). Not on Compensation Committee.
- Independence: Board determined Ms. Thunen is independent; also independent for Audit Committee membership.
- Attendance: In 2024, each incumbent director attended at least 80% of Board and committee meetings; in 2023, at least 75%.
- Executive sessions: Independent directors meet in executive session regularly; Chair or Lead Director presides.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Financial literacy and audit committee independence affirmed; prepares audit committee report |
| Compensation | — | 2 | Committee chaired by Jost Fischer; independent members |
| Nominating & Corporate Governance | Member | 1 | Independent membership; oversees board evaluations |
Fixed Compensation
| Component (Director Compensation Program) | Amount (USD) | Vesting / Payment Terms |
|---|---|---|
| Annual Director Retainer | $45,000 | Paid quarterly, pro-rated for partial service |
| Audit Committee Chair Retainer | $15,000 | Paid quarterly |
| Nominating & Corporate Governance Committee Member Retainer | $2,500 | Paid quarterly |
| 2024 Cash Fees (Ms. Thunen) | Amount (USD) |
|---|---|
| Total Fees Earned or Paid in Cash | $62,500 |
Performance Compensation
| Equity Grant (2024) | Grant Date | Instrument | Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Option | Mar 2024 | Stock Options | 226 | Monthly over 12 months; accelerates on change in control | Per Director Compensation Program for 2024 annual grant sizing |
| One-time Retention Option | Aug 2024 | Stock Options | 1,337 | Monthly over 18 months | Retention-driven grant |
| One-time Retention RSU | Aug 2024 | RSUs | 501 | 100% cliff at 2-year anniversary | Retention-driven grant |
- Director equity program also provides an annual meeting grant (target grant-date fair value $150,000) and initial director grant ($180,000) with time-based vesting; awards accelerate upon change in control.
Other Directorships & Interlocks
| Company | Public / Private | Role | Potential Interlock / Conflict |
|---|---|---|---|
| Restoration Robotics, Inc. (NASDAQ: HAIR) | Public (during tenure) | Board; Audit Chair | No AEON-related transactions disclosed |
| Surface Ophthalmics, Inc. | Private | Board; Audit Chair | No AEON-related transactions disclosed |
| eyeonics, Inc. | Private (during tenure) | Board Member | No AEON-related transactions disclosed |
| RxSight, Inc. (NASDAQ: RXST) | Public | CFO | No supplier/customer relationship with AEON disclosed |
Expertise & Qualifications
- Deep public-company CFO experience (RxSight, Endologix, IntraLase) and audit leadership; designated audit committee financial expert.
- Industry experience across ophthalmic devices and medtech; M&A transaction experience (IntraLase IPO and sale).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares or rights) | 1,015 shares via options exercisable within 60 days of April 21, 2025; under 1% ownership |
| RSUs Unvested (12/31/2024) | 501 RSUs |
| Options Outstanding (12/31/2024) | 2,381 options (2023 Plan) |
| Anti-Hedging Policy | Hedging of AEON equity prohibited for directors |
Insider Trades
| Year | Section 16(a) Compliance (Directors & Officers) | Notes |
|---|---|---|
| 2024 | All required Section 16 reports filed timely | No delinquent filings reported for directors in 2024 |
Governance Assessment
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Strengths: Independent director; Audit Chair with “financial expert” designation; strong attendance; robust clawback policy (Dodd-Frank compliant) and anti-hedging policy; director equity vests time-based, aligning tenure with oversight.
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Alignment: Cash fee structure modest; equity awards are standard for small-cap biotech boards; beneficial ownership is low (under 1%), which may limit “skin-in-the-game,” though options/RSUs provide some alignment.
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Conflicts/Red Flags: No related party transactions involving Ms. Thunen disclosed. Broader company exposure exists via Daewoong financing (secured convertible notes with board designee), but the Audit Committee (chaired by Thunen) reviews RPTs—mitigating oversight risk; continued monitoring warranted.
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Executive Sessions & Independence: Regular independent director sessions and formal independence determinations support board effectiveness.
Overall, governance signals around Ms. Thunen are positive—independence, audit leadership, and attendance—while limited personal share ownership is a mild alignment gap typical for non-employee directors at emerging growth biopharma companies.