Sheryl L. Conley
Director at ANIK
Board
About Sheryl L. Conley
Independent Class I director at Anika Therapeutics since October 2021; age 64; current term expires in 2027. She chairs the Compensation Committee and serves on the Audit and Capital Allocation Committees; the Board has determined she is independent under NASDAQ/SEC standards and financially literate, though not designated the Audit Committee “financial expert.” Conley holds an MBA and a BS in Biology and Chemistry from Ball State University and earned NACD.DC in 2024; prior leadership includes Zimmer (Group President/CMO) and CEO roles at musculoskeletal-focused organizations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer, Inc. | Group President & Chief Marketing Officer; various management roles | Jun 1983–May 2008 | Built a >$100M regenerative medicine business; manufacturing oversight; Section 16 officer experience at NYSE issuer |
| OrthoWorx, Inc. | President & CEO | Sep 2012–May 2017 | Led orthopedic industry collaboration and community engagement |
| AcceLINX, Inc. | President & Board Member | Mar 2017–Dec 2022 | Musculoskeletal health accelerator leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Neuronetics, Inc. (NASDAQ: STIM) | Director | Oct 2019–Present | Member, Audit and Nominating & Governance Committees |
| Surgalign Holdings, Inc. (NASDAQ: SRGA) | Director; Chair of the Board | May 2021–Dec 2023 | Board leadership at digital surgery company |
Board Governance
- Committee assignments and independence (as of Apr 21, 2025): Compensation (Chair), Audit (Member), Capital Allocation (Member). Independent under SEC/NASDAQ; not designated as an “audit committee financial expert.”
- Board and committee attendance:
- Board met 16 times in 2024; each director attended ≥75% of Board meetings during their term.
- Compensation Committee held 6 meetings in 2024; each member attended ≥75%.
- Audit Committee held 5 meetings in 2024; each member attended all committee meetings while serving; regular private sessions with auditor and independent directors.
| Governance Item | 2024 Activity/Status | Notes |
|---|---|---|
| Board meetings | 16 | Each director attended ≥75% |
| Compensation Committee | 6 | Each member attended ≥75%; executive sessions held |
| Audit Committee | 5 | All members attended all meetings; regular private sessions |
| Independence | Independent | Determined by Board under NASDAQ/SEC standards |
| Overboarding, hedging/pledging | In compliance | All directors in compliance; hedging/pledging prohibited |
Fixed Compensation
- 2024 Director cash compensation policy (no changes vs prior year): Board retainer $50,000; Board Chair retainer $87,500; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Capital Allocation Chair $10,000; Capital Allocation member $5,000; Governance & Nominating Chair $10,000; Governance & Nominating member $5,000.
| Element | Amount (USD) | Source |
|---|---|---|
| Board retainer (non-Chair) | $50,000 | |
| Compensation Committee Chair retainer | $15,000 | |
| Audit Committee member retainer | $10,000 | |
| Capital Allocation Committee member retainer | $5,000 |
- 2024 Compensation earned by Sheryl L. Conley:
| Name | Fees earned in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| Sheryl L. Conley | $71,641 | $149,988 | $221,629 |
Performance Compensation
- Annual equity grant policy for non-employee directors: RSUs; 2024 grant was 5,771 RSUs, grant date July 9, 2024, fair value $149,988 based on $25.99 closing price; vest in one installment on the earlier of immediately prior to the 2025 Annual Meeting or one year from grant. Board reduced annual director equity from $175,000 to $150,000 in 2024. No director stock option awards outstanding as of Dec 31, 2024.
| Metric/Term | 2024 Value/Structure | Vesting/Notes |
|---|---|---|
| Annual RSU grant size | 5,771 RSUs (grant date 2024-07-09) | Vests in one installment on earlier of pre-2025 Annual Meeting or 1 year from grant |
| Grant date fair value | $149,988 (per director) | Priced at $25.99 closing price on grant date |
| Program change | Equity reduced from $175,000 to $150,000 | Applies to non-employee directors |
| Options outstanding (director) | None as of 12/31/2024 | — |
- Plan limits & change-in-control: Non-employee director total comp cap per calendar year: $425,000 (Board Chair $500,000). Sixth Amended Plan permits Administrator to accelerate, assume/substitute, or cash out awards upon change-in-control.
| Plan Feature | Term |
|---|---|
| Annual cap (non-Chair director) | $425,000 |
| Annual cap (Board Chair) | $500,000 |
| Change-in-control | Administrator may accelerate vesting, allow assumption/substitution, or cancel for cash/stock/property at fair value |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Risk Notes |
|---|---|---|
| Neuronetics (STIM) | None disclosed with ANIK customers/suppliers; service within overboarding limits | Board matrix states no material related-party transactions with directors; compliance with overboarding guidelines |
| Surgalign (SRGA; prior) | Past service ended Dec 2023 | No related-party transactions disclosed; not concurrent conflict noted |
- Compensation Committee interlocks: None; no insider participation and no interlocks with other entities.
Expertise & Qualifications
- Skills: Medical devices/pharma; commercialization/marketing; M&A/business development; manufacturing; R&D/innovation; regulatory; international/business; financial oversight/accounting; public company governance; human capital management. Earned NACD.DC in 2024.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 1% of shares outstanding as of Apr 21, 2025; includes 5,771 RSUs vesting within 60 days |
| Shares outstanding (reference) | 14,341,423 shares outstanding as of Apr 21, 2025 |
| Ownership guidelines | Directors must hold ≥3x annual Board retainer; 3-year phase-in; compliance reviewed annually; as of Dec 31, 2024, each director met minimum or was within phase-in |
| Hedging/pledging | Prohibited under Insider Trading Policy; all directors in compliance |
Director Compensation Structure Analysis
- Mix and shifts: Board decreased annual director equity from $175,000 to $150,000, signaling cost discipline and alignment with shareholders; cash retainers unchanged for 2024.
- Equity design: Director equity is time-vesting RSUs (no performance metrics), with single-tranche vesting tied to annual meeting or one-year cliff; caps under plan limit potential pay inflation.
- Say-on-pay context (for NEOs): 2024 advisory vote support ~89% of votes cast, indicating investor acceptance of compensation governance; committee structure under Conley’s chairship reviewed CD&A and recommended inclusion.
Risk Indicators & RED FLAGS
- Related-party transactions: None involving directors; Board governance summary explicitly notes “None.”
- Hedging/pledging: Prohibited; all directors compliant.
- Section 16 compliance: One late filing noted for an executive (Anne Nunes) due to a technical issue; none indicated for Conley.
- Overboarding: In compliance; Board maintains explicit limits and tracking.
- Compensation interlocks: None.
Governance Assessment
- Strengths: Independent director with deep med-tech operating experience; chairs Compensation Committee with clear responsibilities, regular executive sessions, and risk oversight of incentive programs; Audit presence with financial literacy; robust attendance; ownership alignment via stock retention guidelines; prohibitions on hedging/pledging; no related-party conflicts; strong say-on-pay support.
- Watch items: External board service (STIM) is within policy limits; monitor for any evolving competitive overlaps in neuro/orthopedics and time commitments, though current disclosures indicate compliance and no conflicts.
Overall signal: Conley’s leadership on Compensation and participation on Audit/Capital Allocation, coupled with compliance posture and lack of conflicts, supports investor confidence in board effectiveness and pay governance at ANIK.