Byron C. Scott
ACCURAYAbout Byron C. Scott
Independent Class II director at Accuray since February 2021; age 62 as of August 31, 2025. Board-certified emergency physician with 25+ years of practice; former Deputy Chief Health Officer at IBM Watson Health; adjunct faculty roles in healthcare quality and patient safety; NACD Directorship Certified and CERT Cybersecurity Oversight Certified. Current term expires at the 2026 annual meeting; Board deems him independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Watson Health | Deputy Chief Health Officer | Mar 2017–Jun 2020 | Consulted on aligning healthcare strategies; supported sales, marketing, thought leadership |
| Truven Health Analytics (acq. by IBM) | Associate Chief Medical Officer | 2015–2017 (at Truven Jan 2014–Feb 2017) | Healthcare analytics; performance improvement |
| EmCare Holdings (Envision Healthcare) | EVP, West Division (prior roles since 1995) | 2011–2013 (with EmCare 1995–2013) | Physician practice management leadership |
| NYU Stern School of Business | Adjunct Associate Professor | Jan–Dec 2023 | Taught healthcare quality, patient safety, performance improvement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Direct Relief (nonprofit) | Interim COO | Since Jan 2024 | Humanitarian aid operations leadership |
| Direct Relief (nonprofit) | Interim CEO | Jan–Apr 2025 | Executive leadership during transition |
| Direct Relief (nonprofit) | Director | Jun 2016–Jan 2024 | Board service |
| Providence Health Plan (private) | Director | Current | Health insurance provider oversight |
| Rady Children’s Hospital San Diego | Board Trustee; member of Quality, Patient Safety, and Medical Affairs Committee | Current | Quality and medical affairs oversight |
| Rady Children’s Health | Board Trustee | Current | System governance |
| University of Massachusetts, Isenberg SOM | Adjunct Faculty | Since 2016 | Teaching healthcare topics |
| Jefferson University, College of Population Health | Adjunct Faculty | Since Dec 2019 | Teaching healthcare topics |
Board Governance
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Independence and leadership: Board has an independent Chair; all directors except CEO are independent; independent directors meet periodically and all attended the 2025 annual meeting .
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Tenure/class: Class II director; term expires 2026; director since 2021 .
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Committee memberships and meeting cadence:
Committee Scott Role FY2025 Meetings Compensation Committee Member 6 Science & Technology Committee Member 4 Audit Committee — 12 Nominating & Corporate Governance Committee — 4 -
Attendance: All directors met the ≥75% attendance threshold at Board/committees; Board held 15 meetings in FY2025; all directors attended the 2025 annual meeting .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 52,500 | Non-chair director; paid quarterly |
| Compensation Committee member retainer | 7,500 | Annual |
| Science & Technology Committee member retainer | 5,000 | Annual |
| Meeting fees | 0 | No meeting-based fees |
| Cash fees actually paid (Scott) | 65,000 | Consistent with retainer + committee roles |
- No extra equity or cash for committee membership beyond stated retainers; no meeting fees; directors reimbursed reasonable expenses .
Performance Compensation
| Equity Award (FY2025) | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Change-in-Control |
|---|---|---|---|---|---|
| Annual RSU (Scott) | 11/29/2024 | 56,603 | 126,225 | Full vest on first anniversary of vesting commencement (11/21/2024) or, per Sep 2025 revision, earlier of one year from grant and next annual meeting if ≥50 weeks since prior meeting | Full acceleration upon change in control |
- Director equity framework: Annual RSU sized at $150,000 divided by FMV; in Nov 2024 Board kept share count flat vs 2023, resulting in grant date fair value < $150,000 to manage dilution/share burn; no options/PSUs for directors; newly appointed directors receive prorated RSUs; vesting accelerates on change in control .
- Outstanding RSUs at FY-end: Scott held 56,603 unvested RSUs at June 30, 2025 .
Other Directorships & Interlocks
| Public Company Boards | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | — |
- Private/nonprofit boards disclosed above; Company reports no related-party transactions >$120,000 involving directors in the last fiscal year, and Audit Committee reviews any such transactions under the Code of Conduct .
Expertise & Qualifications
- Education: B.S. Psychobiology (UCLA); M.D. (UC San Diego); M.B.A. (UMass Amherst, Isenberg School) .
- Certifications: NACD Directorship Certified; CERT Cybersecurity Oversight Certification (Carnegie Mellon University/NACD) .
- Domain expertise: Healthcare operations, strategy, quality/patient safety; AI/analytics exposure via IBM Watson Health; academic teaching roles .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 119,333 | As of Aug 31, 2025 |
| % of shares outstanding | ~0.106% | Computed from 119,333 / 112,677,147 SO (Aug 31, 2025) |
| Unvested RSUs outstanding | 56,603 | As of Jun 30, 2025 |
| Options | None | No options outstanding for directors as of Jun 30, 2025 |
| Hedging/pledging | Prohibited | Policy bans hedging/pledging by directors |
| Stock ownership guideline | ≥4× annual cash retainer | 5-year compliance window; all non-employee directors with ≥1 year are in compliance or on track |
Governance Assessment
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Strengths
- Independence and engagement: Independent director; active on Compensation and Science & Technology committees that oversee incentive structures, AI/cyber/product risk; attendance thresholds met; Board Chair is independent, with regular independent director sessions—supports robust oversight .
- Alignment: Balanced pay mix with majority equity (cash $65,000 vs equity $126,225; ~34% cash/~66% equity), annual RSUs, ownership requirements (≥4× retainer), hedging/pledging ban—positive alignment signals .
- Controls and policies: Clawback policy incorporated into plans; non-repricing provisions; annual limits on director comp; independent consultant (Exequity) reviews director pay—reduces governance risk .
- Shareholder support: Prior say-on-pay approval ~93.2% in 2024 suggests confidence in compensation governance framework .
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Watch items
- Change-in-control vesting: Director RSUs accelerate on change in control (single-trigger on equity), common but can be viewed as less performance-contingent; monitor award sizing/dilution, particularly given share-price sensitivity and overhang levels noted by the company .
- External healthcare ties: Trusteeship at Rady Children’s Hospital and health-plan directorship could intersect with customer relationships in healthcare delivery; Company reports no related-party transactions >$120,000, but ongoing monitoring remains prudent .
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RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; timely Section 16 filings; no compensation committee interlocks .
Appendix: Committee Membership Snapshot (FY2025)
| Director | Audit | Compensation | Nominating & Corporate Governance | Science & Technology |
|---|---|---|---|---|
| Byron C. Scott | Member | Member |
| Committee | Meetings FY2025 |
|---|---|
| Audit | 12 |
| Compensation | 6 |
| Nominating & Corporate Governance | 4 |
| Science & Technology | 4 |