Suzanne Winter
ACCURAYAbout Suzanne Winter
Suzanne Winter, age 62, is Accuray’s President & Chief Executive Officer (since July 2022), President (since July 2021), and a Class III director serving on the Board since April 2022; she is an executive director and not independent. She holds a B.S. in Chemistry from Saint Lawrence University and an MBA from Harvard Business School, with prior senior leadership roles at Medtronic and GE Healthcare spanning commercial leadership, sales, marketing, and business development across global healthcare segments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Vice President, Americas | Jun 2015 – Oct 2019 | Led commercial operations across Americas; global medical device expertise |
| GE Healthcare (General Electric Company) | General Manager, Detection and Guidance Solutions | Mar 2011 – Jun 2015 | Ran business in medical technology and diagnostics; commercial leadership |
| Various healthcare companies | Senior roles in worldwide sales, marketing, business development | Prior to 2011 | Built cross-functional expertise across segments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy . |
Board Governance
- Board class and term: Class III director; term expires at 2027 Annual Meeting .
- Independence: Board determined all current directors except the CEO (Winter) are independent; Winter is not independent .
- Committee assignments: Executive directors typically do not serve on committees; Winter is not listed on Audit, Compensation, Nominating & Corporate Governance, or Science & Technology Committees .
- Attendance: Board held 15 meetings in FY2025; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2025 Annual Meeting .
- Leadership structure: Chairperson of the Board is independent (Joseph E. Whitters); roles of Chair and CEO are separated per Corporate Governance Guidelines; independent directors meet periodically in executive sessions .
Fixed Compensation
CEO compensation summary (FY 2023–2025):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 652,500 | 725,000 | 695,264 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 1,614,170 | 2,708,486 | 2,314,147 |
| Non-Equity Incentive Plan ($) | 358,875 | 72,500 | 25,000 (supplemental targeted goals) |
| All Other Compensation ($) | 10,144 | 10,053 | 7,708 |
| Total ($) | 2,635,689 | 3,516,039 | 3,042,119 |
Notes:
- FY2025 base salary remained $750,000; salary paid reflects year dynamics (medical leave Sept 3–Oct 15, 2024) and payroll timing .
- Non-employee director fees are not applicable to Winter as CEO; director cash/equity retainer program applies to non-employee directors only .
Performance Compensation
FY2025 Annual Company Bonus Plan (orders, revenue, adjusted EBITDA)
| Performance Objective | Weighting | Threshold | Target | Maximum | Actual | % Plan Attained | % Weighted Funding |
|---|---|---|---|---|---|---|---|
| Orders (net of cancellations) | 30% | $298.7M | $331.9M | $365.1M | $288M | 97 | 0 |
| Revenue | 35% | $437.0M | $475.0M | $498.8M | $459M | 87 | 27 |
| Adjusted EBITDA | 35% | $37.1M | $44.5M | $52.0M | $28.8M | 65 | 0 |
- Board and Compensation Committee elected not to pay cash incentive awards for FY2025 given covenant compliance considerations and cash conservation priorities; only targeted supplemental bonuses paid for specific goals (CEO $25,000 for capital structure/audit goals) .
FY2025 “Refresh” Equity Awards (granted Nov 29, 2024)
| Grant | RSUs (#) | PSUs Target (#) | PSU Performance Metrics (3-year, end FY2027) | Weights |
|---|---|---|---|---|
| CEO (Winter) | 518,867 | 518,867 | Total Revenue (GAAP); Adjusted EBITDA; Total Global System Install Base | 50%; 30%; 20% |
- Vesting mechanics: RSUs vest 33-1/3% annually over 3 years; PSUs vest 50% at threshold, 100% at target, and up to 150% at max based on straight-line slopes, contingent on service and Compensation Committee certification .
- Prior PSUs (FY2023 grant with 3-year goals through FY2025: revenue 75% weight; adj. EBITDA margin 25%) did not meet performance goals and were cancelled .
Program Design Features
- Pay-for-performance linkage: Variable pay (cash incentives and PSUs) constitute a majority of target direct compensation; options not used in FY2025 annual grants; equity mix emphasizes PSUs over options to strengthen alignment with sustained performance .
- Clawbacks: Executive clawback policy adopted Nov 9, 2023 (Nasdaq Rule 10D compliance); 2016 and 2026 equity plans and Company Bonus Plan include recovery provisions for restatements or reduced backlog .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Winter |
| Committee roles at other companies | Not disclosed |
| Interlocks (Comp Committee) | None; no Compensation Committee interlocks disclosed |
Expertise & Qualifications
- Education: B.S. Chemistry (Saint Lawrence University); MBA (Harvard Business School) .
- Technical/industry expertise: Extensive global medical device and healthcare commercial leadership across sales, marketing, and business development; strategic management and executive vision .
- Board qualifications: CEO perspective; strategic management; sales/marketing; business development skills .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,435,136 | 1.27% of 112,677,147 shares outstanding (as of Aug 31, 2025) |
| Shares held of record | 722,899 | Direct ownership |
| Options exercisable within 60 days | 712,237 | Currently exercisable or within 60 days |
| Pledged/hedged shares | Prohibited | Insider policy bans pledging and hedging |
Outstanding equity awards at FY2025 year-end (market values at $1.37 close on Jun 30, 2025):
| Award Type | Quantity | Market Value ($) |
|---|---|---|
| RSUs unvested (11/30/22) | 131,235 | 179,792 |
| RSUs unvested (11/30/23) | 345,913 | 473,901 |
| RSUs unvested (11/29/24) | 518,867 | 710,848 |
| PSUs target (FY2026 cycle) | 518,867 | 710,848 (at target; market value illustration per table) |
| PSUs target (FY2027 cycle) | 518,867 | 710,848 (at target; market value illustration per table) |
| Options (selected grants; exercisable) | See table | Multiple grants; exercisable counts disclosed |
Stock ownership requirements:
- CEO: minimum ownership equal to 3x base salary; executives/directors must retain 25% of net shares until compliant; all executives and non-employee directors are compliant or on track as of FY2025 .
Fixed Compensation (Director-specific)
- As an employee director (CEO), Winter does not receive non-employee director retainers or annual director RSUs; director compensation tables are for non-employee directors .
Performance Compensation (Metric Table)
| PSU Metric (FY2025 grant) | Weight | Measurement |
|---|---|---|
| Total Revenue (GAAP) | 50% | 3-year cumulative/performance at end FY2027 |
| Adjusted EBITDA | 30% | Company-calculated; Compensation Committee review |
| Total Global System Install Base | 20% | Operational scaling metric |
Employment & Contracts
- Amended & Restated executive employment agreements effective Feb 3, 2025; 3-year term with automatic 3-year renewals; includes severance/COC protections, restrictive covenants, and notice requirements .
- Severance (non-COC): 12 months base salary; 12 months COBRA reimbursement; prorated or prior year bonus (as applicable); up to 12 months outplacement; 30-day termination notice or salary in lieu (Termination Notice Replacement Payment) .
- Double-trigger COC: 24 months base salary; 200% of target annual bonus; 12 months COBRA reimbursement plus taxable monthly COBRA-equivalent payments; full acceleration of unvested equity (performance awards at target unless otherwise specified); up to 12 months outplacement .
- Death/incapacity: Acceleration of time-based equity that would vest within 12 months (CEO) and performance awards scheduled to end within 12 months remain eligible based on outcomes; similar but 6 months windows for other NEOs .
- Restrictive covenants: Confidentiality; employee/customer non-solicit for 1 year post-employment; competition prohibited during employment; severance contingent on compliance and release .
Compensation Peer Group (Program context)
| Metric | Accuray FY2024 | 2025 Peer Group Median |
|---|---|---|
| Revenue ($MM) | 447 | 473 |
| Market Cap ($MM) | 251 | 894 |
| Employees | 1,024 | 1,092 |
- Peer group (19 medtech companies) used with Exequity LLP for market benchmarking in FY2025; composition and changes disclosed .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~93.2% of votes cast (excluding abstentions and broker non-votes); Compensation Committee viewed as support for program continuity into FY2025 .
Related Party Transactions
- None meeting Item 404 thresholds since start of last fiscal year; Audit Committee approval policy for any related-party transactions over $120,000; Code of Conduct requires review/approval .
Governance Assessment
-
Alignment positives:
- Separation of Chair/CEO roles; independent Chair; frequent independent director sessions .
- Robust clawback policy and anti-hedging/pledging policies; director/executive stock ownership requirements; compliance/on-track status .
- Variable pay emphasis (PSUs with multi-year financial/operational metrics); FY2023 PSU cancellation upon underperformance underscores pay-for-performance discipline .
- Double-trigger COC provisions (no excise tax gross-ups), standardized severance; independent compensation consultant (Exequity) .
-
Potential investor considerations:
- Winter is not independent; as CEO-director she does not serve on Board committees, preserving committee independence but centralizes strategy influence .
- FY2025 cash incentive plan not paid despite partial revenue attainment due to covenant/cash considerations—signals fiscal discipline; reliance on equity for alignment persists .
- Board dynamics: addition of Steven F. Mayer (TCW-linked governance agreement following debt refinancing) may affect Board priorities around capital structure; not a conflict with Winter, but relevant to governance context .
-
Red flags: None disclosed regarding related-party transactions, pledging/hedging, option repricing, tax gross-ups; all directors met attendance thresholds .