Steven F. Mayer

About Steven F. Mayer

Steven F. Mayer (age 65) joined Accuray’s Board in June 2025 as an independent Class III director, appointed in connection with the Company’s June 6, 2025 debt refinancing pursuant to a Governance Agreement with TCW Asset Management Company LLC . He is Chairman of the Operations Advisory Council and Senior Advisor to TCW’s private credit group (since 2023), a senior strategic advisor to Red Arts Capital (since 2024), Chairman and Co‑founder of 9Squared, LLC (since 2023), and CEO of Dedication Capital, LLC (since 2018). He previously served as Executive Chairman of Grifols, S.A. (2022–2023) and Senior Managing Director, Co‑Head of Global Private Equity, and Chairman of the Investment Committee at Cerberus Capital Management (2002–2018). Mayer holds a J.D. from Harvard Law School and a B.A. in public and international affairs from Princeton University .

Past Roles

External Roles

Board Governance

• Independence: Board determined all current directors other than the CEO are independent under Nasdaq Listing Rules; Mayer is an independent director .
• Committee assignments: Member, Compensation Committee (effective July 10, 2025); signatory to the Compensation Committee Report .
• Attendance: The Board held 15 meetings in FY2025; all directors attended at least 75% of Board and applicable committee meetings. Committees met as follows: Audit (12), Compensation (6), Nominating and Corporate Governance (4), Science & Technology (4) .
• Board leadership: Independent Chair (Joseph E. Whitters); separate Chair/CEO roles; independent directors meet periodically (including around regular Board meetings) .
• Say‑on‑Pay support: 93.2% approval at the 2024 Annual Meeting, which Compensation Committee viewed as support for program design .

Fixed Compensation

Director compensation framework:

• Annual cash retainer for non‑employee directors: $52,500; Chair: $112,500. Committee retainers: Audit (Chair $25,000; Member $10,000), Compensation (Chair $15,000; Member $7,500), Nominating (Chair $10,000; Member $5,000), Science & Technology (Chair $10,000; Member $5,000) .
• Annual director RSU program: RSUs sized at $150,000 ÷ FMV, granted last day of month of the Annual Meeting (Nov 29, 2024 grants were 56,603 shares each; Board limited shares to prior year’s count to manage dilution) .
• Mayer’s initial grant: 45,620 RSUs on June 30, 2025, prorated to next Annual Meeting (standard initial grant design) .
• Plan cap: Annual non‑employee director total compensation limit $750,000 (initial year up to $1,000,000) under the proposed 2026 Equity Incentive Plan .

Performance Compensation

• No performance‑based equity for non‑employee directors disclosed; director RSUs vest based on service and, per September 2025 revision, on the earlier of one year from grant or the next annual meeting (≥50 weeks after prior meeting), with full acceleration on change of control .

Other Directorships & Interlocks

• Current boards: Pace Industries; Landmark Structures holding company; 9Squared (private) .
• Prior public boards: Grifols, S.A.; Knowles Corp. .
• Interlocks: Company discloses no Compensation Committee interlocks in FY2025 .
• Lender‑related designation: Mayer’s appointment tied to Accuray’s debt refinancing and Governance Agreement with TCW (June 6, 2025). TCW beneficially owns 10.6% via warrants and is affiliated with Mayer’s advisory role, which warrants ongoing monitoring for potential conflicts (Board maintains independence determinations and related‑party controls) .

Expertise & Qualifications

• Finance and governance: Decades leading investment committees and private equity platforms; board leadership across healthcare and industrials .
• Healthcare industry exposure: Executive Chairman and long‑time director at Grifols; governance across more than 30 public/private companies, including medical technology .
• Education: Harvard Law School (J.D.); Princeton University (B.A.) .

Equity Ownership

Stock ownership policy for directors: Must hold shares valued at ≥4× annual cash retainer; five years to comply; required to retain at least 25% of net shares until guideline met; Company states all non‑employee directors are in compliance or on track within required timeframe . Hedging/pledging of Company stock is prohibited for directors . Section 16(a): Company reports all required insider filings were timely in FY2025 .

Governance Assessment

• Strengths

  • Independence affirmed; robust committee service (Compensation Committee) with clear charters and annual risk assessments; adoption of clawback policy (Nov 9, 2023) and strong anti‑hedging/pledging rules .
  • Director compensation structured with dilution awareness and capped under the 2026 Equity Plan; clear ownership guidelines for alignment .
  • Board and committee engagement evidenced by meeting cadence and attendance ≥75% for all directors; strong say‑on‑pay track record (93.2% in 2024) .

• Watch items and potential conflicts

  • Lender representation risk: Mayer’s appointment is linked to TCW’s financing and governance agreement; TCW holds 10.6% via warrants; Mayer advises TCW’s private credit group. While Nasdaq independence is affirmed and no related‑party transactions were disclosed in FY2025, investors should monitor for recusals and decision‑making around compensation, capital allocation, and financing terms to ensure lender influence does not impair shareholder primacy .
  • Ownership alignment: As of Aug 31, 2025, Mayer reported no beneficially owned shares (initial RSUs outstanding). He has five years under ownership guidelines to build “skin‑in‑the‑game,” but near‑term alignment is primarily via RSUs .

• Overall implication

  • Mayer brings substantial financial and governance expertise valuable for Accuray’s capital structure and strategic oversight, particularly post‑refinancing. The TCW‑linked appointment increases the importance of transparent committee processes (especially Compensation) and adherence to independence, clawback, and ownership policies to maintain investor confidence .