Joseph E. Whitters
ACCURAYAbout Joseph E. Whitters
Joseph E. Whitters, age 67, has served on Accuray’s Board since July 2018 and is the independent Chairperson of the Board. He is a former public-company CFO (First Health Group Corp.) and has been an advisor/consultant to Frazier Healthcare since 2005. He holds a B.A. in Accounting from Luther College, and brings deep finance, accounting, governance, operations, and strategy expertise; the Board recognizes him as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Health Group Corp. (public managed care) | CFO; various capacities | 1986–2005 | Led finance at a public company; governance and strategy experience |
| United Healthcare Corp. (public) | Controller | 1984–1986 | Financial reporting and controls |
| Overland Express (public trucking) | Manager of Accounting & Taxation | Prior to 1984 | Accounting and tax leadership |
| Peat Marwick (now KPMG) | Public accounting | Career start | Audit/assurance foundations |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Frazier Healthcare | Advisor/Consultant | 2005–present | Private | Healthcare investing advisor |
| Cutera, Inc. | Director; Audit Committee | Feb 2019–Jun 2023 | Public | Global aesthetics devices; audit oversight |
| InfuSystem Holdings, Inc. | Director; Audit Committee | Apr 2012–May 2019 | Public | Provider of infusion pumps/services |
| Analogic Corporation | Director | Oct 2017–Jun 2018 | Private | Healthcare/security technologies |
| PRGX Global, Inc. | Director | Feb 2013–Mar 2021 | Private | Recovery audit/spend analytics |
| Spark Networks | Director | Jul 2021–Feb 2024 | Private | Online dating platforms |
| Air Methods Corp. | Director | Mar 2016–Apr 2017 | Private | Air medical transportation |
Board Governance
- Roles: Chairperson of the Board; member, Audit Committee and Nominating & Corporate Governance Committee .
- Audit Committee financial expert designation: Board determined Whitters and Hindman meet SEC “financial expert” standards and Nasdaq financial sophistication requirements .
- Independence: Board determined all current directors other than the CEO are independent, including Whitters; Board operates with an independent chair structure .
- Attendance and engagement: Board met 15 times in FY2025; all directors attended at least 75% of Board and applicable committee meetings; independent directors meet periodically, typically alongside regular Board meetings .
- Executive sessions: Independent directors convene periodically; independent Chair generally chairs these meetings .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Chair annual cash retainer | $112,500 | Accuray’s Chair retainer; paid quarterly |
| Audit Committee member retainer | $10,000 | Annual member retainer |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Annual member retainer |
| Executive Committee stipend | $28,668.48 | Service on interim Executive Committee during CEO medical leave; market-based analysis by Exequity; approved by independent directors |
| Total fees earned (Fiscal 2025) | $156,168 | Sum of above, consistent with Director Compensation Table |
Performance Compensation
Directors do not receive performance-based bonuses or PSUs; equity grants are time-based RSUs. Change-in-control provisions accelerate director awards if assumed/substituted and the director is terminated other than voluntary resignation at acquirer’s request; annual director RSUs also fully accelerate upon Company change-in-control per director equity guidelines .
For context on Company performance plans (executives only):
| Metric | Weight | Measurement Basis |
|---|---|---|
| Total Revenue | 50% | GAAP; 3-year PSU performance ending FY2027 |
| Adjusted EBITDA | 30% | Company-determined, subject to Compensation Committee review |
| Total global system install base | 20% | Operational KPI; PSU metric |
Other Directorships & Interlocks
No related-party interlocks disclosed with Accuray’s customers, suppliers, or lenders; the proxy reports no related party transactions >$120,000 involving directors or 5% holders since the prior fiscal year .
Expertise & Qualifications
- Former public-company CFO; extensive experience in financial reporting, strategy, and governance; recognized Audit Committee financial expert .
- Sector experience: healthcare services, medtech devices, and private equity advisory across multiple boards .
- Education: B.A. in Accounting, Luther College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Joseph E. Whitters | 611,053 | <1% | Shares held of record; no director options outstanding at FY2025; RSUs outstanding at FY2025: 56,603 (granted 11/29/24) |
Ownership alignment and policies:
- Director stock ownership guideline: ≥4x regular annual cash retainer; directors must retain ≥25% of net shares until compliance; all non-employee directors are in compliance or on track .
- Hedging/pledging: Prohibited for employees and non-employee directors .
Director Equity Grants (Service-Based)
| Grant Date | Type | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| 11/29/2024 | RSU | 56,603 | $126,225 | Vests in full on first anniversary of vesting commencement date; revised in Sep 2025 to vest on earlier of 1-year from grant or next annual meeting ≥50 weeks after prior meeting; full acceleration upon change-in-control |
Annual director equity framework:
- Guideline: RSUs equal to $150,000 divided by FMV on grant date; Board deviated in Nov 2024 to keep share count equal to prior year to mitigate dilution, resulting in grant date fair value below $150,000 .
- Annual limit under 2026 plan: total director compensation (cash + equity grant-date fair value) capped at $750,000 per fiscal year (first year cap $1,000,000) .
Governance Assessment
- Strengths: Independent Chair; audit financial expertise; clear committee roles; solid attendance; robust clawback policy (Nov 2023) applied across incentive programs; strict anti-hedging/pledging; transparent director ownership guidelines; no related-party transactions disclosed .
- Compensation alignment: Director pay combines fixed cash (including committee retainers) and time-based RSUs; no options; annual RSU value prudently adjusted to address dilution .
- Shareholder signals: Strong support for executive compensation (Say-on-Pay ~93.2% in 2024); 2024 vote tallies confirm broad approval of compensation and plan amendments .
- Potential RED FLAGS: None disclosed for Whitters regarding attendance, related-party transactions, pledging/hedging, or legal proceedings; monitor ongoing equity plan usage and burn rate at company level (contextual) .
References
; 8-K vote details: