Chan W. Galbato
ACCURAYAbout Chan W. Galbato
Independent director nominee (Class I) at Accuray; age 62. If elected at the Nov. 13, 2025 annual meeting, his term will run to the 2028 annual meeting . Senior Advisor to Barington Capital Group (since Mar 2025) and Alvarez & Marsal Holdings (since Aug 2025); former CEO of Cerberus Operations & Advisory Company (2012–2024). Education: B.A. in Economics (SUNY) and M.B.A. (University of Chicago) . The Board determined he will be independent under Nasdaq standards if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerberus Operations & Advisory Company, LLC | Chief Executive Officer | 2012–2024 | Led global operating platform for a large private investment firm |
| Invensys plc (Controls Group) | President & CEO | Prior to 2009 (exact dates not disclosed) | Operational leadership in global technology |
| The Home Depot | President of Services; led commercial distribution arm | Dates not disclosed | Services/operations leadership |
| Armstrong Floor Products (Armstrong World Industries) | President & CEO | Dates not disclosed | Division CEO role |
| ChoiceParts (JV start-up) | Chief Executive Officer | Dates not disclosed | Start-up CEO |
| Coregis Insurance Company (GE Capital) | President & CEO | Dates not disclosed | Insurance leadership |
| General Electric Company | Operating & finance leadership roles across Transportation, Aircraft Engines, Medical Systems, Appliances | 14 years (dates not disclosed) | Multi-industrial operating and finance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Eastern Company | Director | Since May 2025 | Has served on audit, nom/gov, compensation, finance, technology committees at various companies (general disclosure) |
| NFI Group Inc. | Director | Jan–Apr 2025 | Board service |
| Albertsons Companies, Inc. | Director | Apr 2021–Oct 2024 | Board service |
| Blue Bird Corporation | Director | Feb 2015–Apr 2023 | Board service |
| Autoweb, Inc. | Director | Jan 2019–May 2022 | Board service |
| Avon Products, Inc. | Director | Mar 2016–Jan 2020 | Board service |
Board Governance
- Nomination and independence: Nominated by non-management directors; will be independent if elected .
- Board structure: 9 directors, staggered 3 classes; independent Chair (Joseph E. Whitters). CEO and Chair roles are separate; if Chair were not independent, a Lead Independent Director would be designated .
- Committee landscape (current, without Galbato): Audit (Hindman chair; members Whitters, Nishimura), Compensation (Huss chair; members Kill, Scott, Mayer), Nominating & Corporate Governance (Nishimura chair; members Whitters, Hindman), Science & Technology (Le Grand chair; members Huss, Scott) .
- Attendance: Board met 15 times in FY2025; all directors attended ≥75% of board and committee meetings; independent directors hold periodic executive sessions chaired by the independent Chair .
- Governance Agreement context: Steven F. Mayer joined the Board in June 2025 in connection with a Governance Agreement tied to TCW Asset Management (a 10.6% holder via warrants), and serves as Senior Advisor to TCW’s private credit group .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $52,500 | Paid quarterly |
| Board Chair cash retainer | $112,500 | Paid quarterly |
| Audit Committee: Chair / Member | $25,000 / $10,000 | Annual, regardless of meeting count |
| Compensation Committee: Chair / Member | $15,000 / $7,500 | Annual |
| Nominating & Corporate Governance: Chair / Member | $10,000 / $5,000 | Annual |
| Science & Technology: Chair / Member | $10,000 / $5,000 | Annual |
| Meeting fees | None | No additional fees for extra meetings |
| Executive Committee (FY2025 precedent) | $28,668.48 per member | Temporary committee supporting interim CEO |
Performance Compensation
| Equity Element | Structure | Vesting | Limits/Policy |
|---|---|---|---|
| Annual RSU grant guideline | Shares equal to $150,000 ÷ FMV on grant date | Vests in full on earlier of 1 year from grant and next annual meeting, provided ≥50 weeks since prior meeting; CIC provides full acceleration | 2026 Plan caps non-employee director total comp (cash+equity grant-date fair value) at $750,000; $1,000,000 in first fiscal year of service |
| Initial RSU for newly appointed directors | Prorated to months until next annual meeting; vest at next annual meeting; CIC acceleration | As above | As above |
| Clawback | Awards subject to company clawback policy adopted Nov 2023 and any required by law; equity plans include clawback provisions | N/A | N/A |
| Options outstanding (FY2025 status) | None for directors as of June 30, 2025 | N/A | N/A |
No performance-based metrics are applied to director equity grants; RSUs are service-based with vesting as described .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | The Eastern Company (since May 2025) |
| Recent public boards | NFI Group (Jan–Apr 2025); Albertsons (2021–2024); Blue Bird (2015–2023); Autoweb (2019–2022); Avon Products (2016–2020) |
| Committees elsewhere | Has served on audit, nom/gov, compensation, finance, technology committees across various companies (general disclosure) |
| Potential interlocks at ARAY | Board includes Steven F. Mayer, Senior Advisor to TCW; Mayer appointed via Governance Agreement with TCW (10.6% holder) |
Expertise & Qualifications
- Deep operating CEO experience across industrials, technology, retail services, insurance, and multi-industry GE leadership; extensive public company board service .
- Financial and governance experience including committee service (audit, compensation, nom/gov, finance, technology) .
- Education: Economics B.A. (SUNY) and M.B.A. (University of Chicago) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Chan W. Galbato (nominee) | — | Less than 1% |
- Ownership guidelines: Non-employee directors must hold shares equal to ≥4× regular annual cash retainer within 5 years; expected to retain ≥25% of net shares received until compliant .
- Hedging/pledging: Prohibited for directors under insider trading policy .
- Compliance status: Non-employee directors with ≥1 year of service are in compliance or on track within the timeframe; as a new nominee, Galbato would have 5 years to comply if elected .
Governance Assessment
- Independence and nomination: Clean independence determination if elected; nominated by non-management directors—positive for board oversight rigor .
- Attendance culture: Board met 15 times in FY2025 with ≥75% attendance by all directors; independent executive sessions held—supports board effectiveness .
- Director pay structure: Balanced cash retainer plus standardized RSU grants with vesting aligned to annual cycles; annual compensation cap and clawback policy—generally shareholder-aligned .
- Ownership alignment: Strong guidelines (4× retainer, 25% net share retention); no hedging/pledging. Galbato currently shows no beneficial ownership—monitor post-election accumulation .
- Conflicts/related parties: Company discloses no related-party transactions over $120,000 in FY2025; audit committee review required for any such transactions—low current conflict risk .
- Investor influence dynamic: Presence of investor-affiliated director (Mayer via TCW Governance Agreement; TCW at 10.6%) is a board composition factor to monitor for influence balance; not a Galbato-specific conflict .
- Shareholder feedback: Strong say‑on‑pay support (93.2% at 2024 meeting) suggests general investor confidence in governance and pay practices .
RED FLAGS: None disclosed specific to Galbato. Watch for rapid equity accumulation, committee assignments that may overlap with external advisory roles (Barington, Alvarez & Marsal), and any future related‑party transactions; current policy framework (clawback, RPT review, ownership rules, no hedging/pledging) mitigates risk .