Anne B. Le Grand
ACCURAYAbout Anne B. Le Grand
Anne B. Le Grand, age 74, has served as an independent director of Accuray (ARAY) since July 2020. She holds a B.S. in Chemistry from Queens University of Charlotte and brings 25+ years of global healthcare leadership, including senior roles at IBM Watson Health, Philips, GE Healthcare, Eastman Kodak, and 3M’s Medical Imaging division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Watson Health | VP & GM, Imaging, Life Sciences, Oncology & Genomics | Jul 2019–Dec 2020 | Led multi‑segment imaging and oncology portfolio |
| IBM Watson Health | VP & GM, Imaging | Apr 2016–Jul 2019 | Grew imaging solutions, commercial leadership |
| IBM Watson Health | Consultant | Jan 2021–Jan 2023 | Strategic advisory on health AI initiatives |
| Koninklijke Philips N.V. | SVP, Healthcare Business Transformation | Jan 2014–Jan 2015 | Transformation agenda oversight |
| Koninklijke Philips N.V. | SVP Healthcare & GM, Therapeutics | Jan 2015–Apr 2016 | Therapeutics business leadership |
| GE Healthcare Technologies; Eastman Kodak; 3M Medical Imaging | Various senior leadership roles | Prior years | Global operations, imaging domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medimaps Group SA (private) | Director | Since May 2022 | Medical analytics software; private company |
Board Governance
- Committee assignments: Chair, Science & Technology Committee (4 meetings in FY25) . Former member, Audit Committee through Aug 18, 2025 (replaced by Mika Nishimura thereafter) .
- Independence: Board determined all current directors other than the CEO are independent under Nasdaq rules; Le Grand is independent .
- Attendance and engagement: The Board met 15 times in FY25; all directors attended ≥75% of Board and relevant committee meetings, and all attended the 2025 Annual Meeting .
- Special service: Member of a temporary Executive Committee (with J. Whitters) formed in Aug 2024 to support the Interim CEO; each member received $28,668.48 in FY25 for this incremental role .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $101,168 | Includes annual retainer and committee roles |
| Executive Committee stipend | $28,668.48 | One‑time FY25 compensation for interim support |
Director cash retainer framework (program schedule):
- Annual cash retainer: $52,500 (non‑chair), $112,500 (Board Chair) .
- Committee chair/member annual retainers:
- Audit: $25,000 chair; $10,000 member
- Compensation: $15,000 chair; $7,500 member
- Nominating & Corporate Governance: $10,000 chair; $5,000 member
- Science & Technology: $10,000 chair; $5,000 member
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting Terms | Change‑in‑Control Terms |
|---|---|---|---|---|---|
| Annual RSU | 11/29/2024 | 56,603 | $126,225 | Vests in full on first anniversary of vesting commencement (Nov 21, 2024); in Sept 2025 revised to vest on earlier of one year or next annual meeting ≥50 weeks after prior meeting | Annual director RSUs accelerate in full on change in control per program guidelines |
Program design and metrics:
- Annual non‑employee director RSU sized at $150,000 ÷ FMV; in Nov 2024 Board kept share count equal to prior year (grant value < $150,000 to reduce dilution) .
- No stock options outstanding for directors at FY25 year‑end; equity grants are service‑based RSUs (no performance‑metric PSUs for directors) .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock with ARAY | Notes |
|---|---|---|---|
| Medimaps Group SA | Private | None disclosed | Proxy reports no related‑party transactions >$120,000 in FY25 involving directors or their affiliates |
Expertise & Qualifications
- Healthcare imaging, oncology, and life sciences domain expertise from IBM Watson Health and Philips; prior leadership at GE Healthcare and Kodak .
- Financial acumen and global operations experience; Board cites her medical device industry management and business development credentials .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Outstanding RSUs |
|---|---|---|---|
| Anne B. Le Grand | 202,896 | <1% | 56,603 (as of 6/30/25) |
Ownership alignment and policies:
- Director stock ownership guideline: ≥4× annual cash retainer; directors must retain ≥25% of net shares until compliance; all non‑employee directors are in compliance or on track within required periods .
- Hedging and pledging of company stock prohibited for directors .
Governance Assessment
- Board effectiveness: Le Grand chairs the Science & Technology Committee, aligning her imaging/healthcare expertise with product and technology oversight; prior Audit Committee service supports financial oversight continuity .
- Independence and engagement: Independent status, ≥75% attendance, and added Executive Committee service during CEO medical leave signal high engagement and support for management continuity .
- Compensation alignment: Balanced mix of fixed cash retainer and service‑based RSUs, with moderated 2024 grant sizing to curb dilution; annual director compensation capped by plan limits and subject to clawback policy .
- Conflicts and related‑party exposure: Proxy discloses no related‑party transactions >$120,000 involving directors; insider trading policy bans hedging/pledging—both reduce alignment risks .
RED FLAGS
- None disclosed: No related‑party dealings, tax gross‑ups, or hedging/pledging; director equity is service‑based RSUs with standard change‑in‑control acceleration and annual limits .
Investor implications
- Strong domain fit on S&T oversight and steady independent posture support governance quality; special‑situation Executive Committee compensation reflects extraordinary duties rather than pay inflation and was benchmarked by consultants . The absence of related‑party transactions and compliance with ownership/anti‑hedging rules underpin investor confidence in board alignment and risk controls .