Beverly A. Huss
ACCURAYAbout Beverly A. Huss
Independent Class II director of Accuray (ARAY), age 65 as of August 31, 2025; on the Board since January 2018. Former medtech CEO with 25+ years in medical devices, including senior roles at Guidant; holds an M.S. in Technology Management (Pepperdine) and a B.S. in Metallurgical Engineering (University of Illinois); NACD Directorship Certified. Her background spans operating leadership, commercialization, and corporate governance across public and private boards in healthcare technology.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagonia Medical, Inc. | Chief Executive Officer | Jan 2021 – Jul 2022 | Led development of non-invasive tissue preservation device |
| Qool Therapeutics, Inc. (Thermocure) | President & CEO | Sep 2013 – Dec 2020 | Temperature management therapies; operating leadership |
| Vibrynt, Inc. | President & CEO | Not disclosed | Start-up medical device leadership |
| Guidant Corporation | President, Endovascular Solutions; VP Global Marketing (Vascular Intervention); VP Stent Business Unit | Not disclosed | Senior operating roles in cardiovascular products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vicarious Surgical Inc. (public) | Director | Since Oct 2022 | Medical robotics |
| InfuSystem Holdings, Inc. (public) | Director | Since May 2024 | National healthcare services |
| Iridex Corporation (public) | Director | Since Mar 2022 | Ophthalmic devices |
| Ancora Heart, Inc. (private) | Director | Since Jun 2021 | Heart failure treatments |
| Clarius Mobile Health (private) | Director | Since Oct 2024 | Handheld ultrasound systems |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair (members: Huss, Kill, Scott, Mayer; Huss is independent)
- Science & Technology Committee: Member (committee is fully independent; focuses on R&D strategy, product cybersecurity, AI oversight, regulatory compliance)
- Independence: Huss is an independent director under SEC/Nasdaq rules via committee independence statements
- Attendance and engagement:
- Board held 15 meetings in FY2025; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2025 Annual Meeting
- Board structure: Staggered board; Huss is Class II with term expiring at 2026 annual meeting
- Risk oversight participation: Compensation Committee considers comp-related risk; S&T Committee oversees AI/product cybersecurity risks
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board cash retainer | 52,500 | Paid quarterly; applies to non-employee directors (Chair receives 112,500) |
| Compensation Committee Chair retainer | 15,000 | Additional cash for chair role |
| Science & Technology Committee member retainer | 5,000 | Additional cash for membership |
| Total Cash (FY2025) | 72,500 | Sum of retainer and committee fees; no per-meeting fees |
Notes:
- No additional meeting fees; retainers apply regardless of meeting count .
- Independent consultant Exequity reviewed director pay; program aligned with market; no changes recommended for FY2025 .
Performance Compensation
| Grant Date | RSUs Granted (shares) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 11/29/2024 | 56,603 | 126,225 | Annual RSUs vest in full on the first anniversary of 11/21/2024 vesting commencement; full acceleration on change in control |
Additional details:
- Directors receive annual RSUs sized at $150,000 divided by share price; in Nov 2024 the Board kept share counts at prior levels, resulting in grant date value < $150,000 to manage dilution/burn .
- FY2025 RSUs outstanding at year-end: 56,603 .
- 2026 Equity Plan imposes a one-year minimum vesting generally and an aggregate cap of $750,000 per fiscal year for director cash+equity (first-year cap $1,000,000) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Vicarious Surgical Inc. | Medtech (robotics) | Director | Not disclosed by ARAY |
| InfuSystem Holdings, Inc. | Healthcare services | Director | Not disclosed by ARAY |
| Iridex Corporation | Ophthalmic devices | Director | Not disclosed by ARAY |
| Ancora Heart, Inc. | Medtech (cardiac) | Director | Not disclosed by ARAY |
| Clarius Mobile Health | Ultrasound | Director | Not disclosed by ARAY |
- Related-party transactions: None ≥$120,000 involving directors/related persons since start of last fiscal year; Audit Committee reviews/approves any such transactions per policy .
Expertise & Qualifications
- Operating leadership: Former CEO roles at Pagonia and Qool; senior business unit leadership at Guidant (Endovascular Solutions, Vascular Intervention, Stents)
- Governance: Two decades of board experience; NACD Directorship Certification
- Technical domain: Medical devices, commercialization, operations; participates in S&T oversight (AI, product cybersecurity, R&D strategy)
- Education: M.S. Technology Management (Pepperdine) and B.S. Metallurgical Engineering (Illinois)
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 187,362 |
| Ownership as % of shares outstanding | <1% |
| RSUs outstanding at 6/30/2025 | 56,603 |
| Options outstanding | None for directors at 6/30/2025 |
| Stock ownership guideline | ≥4× annual cash retainer; 5-year compliance window; retain ≥25% of net shares until met |
| Guideline compliance status | Directors in compliance or on track within timeframe |
| Hedging/pledging | Prohibited by insider trading policy |
Governance Assessment
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Strengths and positive signals:
- Independent director; chairs Compensation Committee and serves on Science & Technology Committee overseeing AI/product cybersecurity risks .
- Strong attendance norms; Board met 15 times and directors met 75%+ thresholds; Annual Meeting attendance confirmed .
- Director pay structure balanced: fixed cash retainers plus time-based RSUs; no meeting fees; independent consultant review supports market alignment .
- Clear ownership alignment via 4× retainer guideline and retention requirement; no hedging/pledging allowed .
- Clawback policy in place (cash and equity) and embedded in 2026 Plan, supporting pay-for-performance integrity .
- Shareholder support: 93.2% say-on-pay approval in 2024 indicates broad investor confidence in compensation governance framework (for executives) .
-
Potential risks and monitoring areas:
- Multiple external public and private board commitments (Vicarious Surgical, InfuSystem, Iridex, Ancora Heart, Clarius) warrant ongoing monitoring for time commitments; no ARAY-disclosed conflicts or related-party transactions .
- Change-in-control acceleration for director RSUs is standard but should be watched for alignment with evolving investor preferences .
- New 2026 Plan increases director compensation cap and modifies vesting mechanics; ensure usage remains prudent relative to dilution and burn .
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RED FLAGS: None disclosed for attendance, related-party transactions, option repricing, hedging/pledging, or tax gross-ups .