Susan L. N. Vogt

About Susan L. N. Vogt

Independent director at Anika Therapeutics (ANIK); Age 71; director since October 2018. Chair of the Governance and Nominating Committee and member of the Audit Committee, designated an “audit committee financial expert” under SEC rules. MBA (Finance) from Boston University; AB from Brown University. Former CEO of Aushon Biosystems and SeraCare Life Sciences; extensive life sciences operations, commercialization, and financial oversight experience.

Past Roles

Organization	Role	Tenure	Committees/Impact
Aushon Biosystems, Inc.	Chief Executive Officer & President	2013–Jan 2018	Led multiplex immunoassay platform company; operational leadership through sale
SeraCare Life Sciences, Inc. (NASDAQ: SMED)	CEO, President, Director	2006–2011	Public-company leadership in diagnostics; commercialization and profitability initiatives
Millipore Corporation (now MilliporeSigma)	Multiple officer roles incl. President, Biopharmaceutical Division; VP/GM Laboratory Water & Analytical Products	1981–2005	Global operations, manufacturing, commercialization, and division leadership
Andor Technology (LSE: AND)	Director	2010–2013	Board governance at life sciences/optics company

External Roles

Company	Role	Tenure	Notes
Sharps Compliance, Inc. (NASDAQ: SMED)	Director	Oct 2019–Aug 2022	Board service ended upon acquisition by Aurora Capital Partners affiliate
Charlotte’s Web Holdings, Inc. (TSX: CWEB)	Director	Sep 2020–Feb 2024	CBD wellness provider board service

Board Governance

Independence and leadership: Vogt is independent; chairs Governance & Nominating; serves on Audit; Audit has 4 independent members and she is an SEC-defined “financial expert.” The Board has an independent Chair separate from the CEO.
Attendance and engagement: Board held 16 meetings in 2024; each director attended at least 75% of Board meetings. Audit Committee held 5 meetings—each member attended all; Governance & Nominating held 2 meetings—each member attended all. Independent directors hold executive sessions without management.
Committee scope: Governance oversees director criteria, nominations, succession (Board/CEO/executives), performance evaluations, assignments, and Board education; Audit oversees financial reporting, auditor independence, risk/cybersecurity, whistleblower procedures, earnings releases.

Fixed Compensation

Element	Amount	Notes
Fees earned in cash (2024)	$74,000	Vogt’s actual cash compensation in 2024
Annual Board retainer (other directors)	$50,000	Policy schedule; prorated if partial year
Audit Committee chair/member retainer	$20,000 / $10,000	Policy schedule
Governance & Nominating chair/member retainer	$10,000 / $5,000	Vogt is Chair
Compensation Committee chair/member retainer	$15,000 / $7,500	Policy schedule
Capital Allocation Committee chair/member retainer	$10,000 / $5,000	Policy schedule

Performance Compensation

Grant Type	Grant Date	Shares/Units	Grant Date Fair Value	Vesting Terms
Annual RSU award (director)	Jul 9, 2024	5,771	$149,988	Vests in one installment on earlier of immediately prior to 2025 Annual Meeting or one year from grant

Equity policy change: Board reduced annual director equity from $175,000 to $150,000 for 2024, signaling alignment with shareholders.

Other Directorships & Interlocks

Current other public boards: None disclosed for Vogt as of the 2025 proxy.
Prior public boards: Sharps Compliance (ended 2022), Charlotte’s Web (ended 2024), Andor Technology (ended 2013). No disclosed interlocks with ANIK’s customers/suppliers, and no Compensation Committee interlocks for ANIK.

Expertise & Qualifications

Deep life sciences operational leadership (manufacturing, commercialization, R&D innovation) and financial oversight; governance experience across multiple public companies. Designated Audit Committee financial expert.
Skills matrix: public company governance, medical devices/pharma, manufacturing, commercialization/marketing, financial oversight/accounting, regulatory, human capital, international/business experience.

Equity Ownership

Item	Detail
RSUs outstanding (Dec 31, 2024)	5,771 RSUs for each current director, including Vogt; vesting before/at 2025 Annual Meeting
Beneficial ownership	“*” denotes less than 1% of common stock; Vogt’s beneficial ownership includes 5,771 RSUs vesting within 60 days of Apr 21, 2025
Hedging/pledging	Prohibited; all directors reported in compliance
Director ownership guidelines	Minimum 3× annual Board retainer; compliance reviewed annually; all directors met or within phase-in period

Governance Assessment

Committee effectiveness: As Governance & Nominating Chair, Vogt leads Board refreshment, succession planning, performance evaluations, and governance education; her Audit role (financial expert) strengthens oversight of financial reporting and cybersecurity.
Independence and engagement: Independent status, committee leadership, and full committee meeting attendance indicate strong engagement. Board structure features independent Chair and regular executive sessions.
Alignment and pay practices: Director equity reduced in 2024; mix of cash retainer plus time-based RSUs with one-year vesting aligns directors with shareholder value without excessive risk. Ownership guidelines enforce long-term alignment; hedging/pledging prohibited.
Conflicts/related parties: Company reports no related-party transactions from Jan 1, 2024 through Apr 21, 2025; all directors comply with overboarding guidelines. No transactions with entities linked to directors requiring disclosure.
Shareholder sentiment signal: 2024 say-on-pay passed with ~89% support, indicating overall investor confidence in compensation governance; while executive-focused, it reflects broader governance health.

RED FLAGS: None disclosed specific to Vogt—no pledging, no related-party transactions, no attendance shortfalls; equity awards are time-based RSUs, not repriced options; director overboarding and hedging/pledging policies in place and compliant.