Karen K. McGinnis
Alphatec HoldingsAbout Karen K. McGinnis
Independent director at Alphatec Holdings (ATEC) since June 2019; age 58; Certified Public Accountant with 30+ years in executive operational and finance roles at public companies. Former Chief Accounting Officer at Illumina (Nov 2017–Apr 2021), previously CEO/CFO at Mad Catz, CAO at Cymer and Insight Enterprises; B.B.A. in Accounting from the University of Oklahoma . Serves as Audit Committee Chair and is designated an SEC “audit committee financial expert”; independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | Chief Accounting Officer | Nov 2017 – Apr 2021 | Senior financial reporting leadership at a global genomics leader |
| Mad Catz Interactive, Inc. | Director, President & CEO; Chief Financial Officer | CFO: Jun 2013 – Feb 2016; CEO: Feb 2016 – Apr 2017 | Led turnaround; public company executive leadership |
| Cymer, Inc. | Chief Accounting Officer | Nov 2009 – May 2013 (through acquisition) | Oversight of accounting at semiconductor capital equipment supplier |
| Insight Enterprises, Inc. | Chief Accounting Officer; SVP Finance; VP Finance | CAO: Sep 2006 – Mar 2009; SVP: 2001 – Sep 2006; VP: 2000 – 2001 | Finance leadership at Fortune 500 IT provider |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Impact |
|---|---|---|---|---|
| Absci Corporation (Nasdaq: ABSI) | Director | Current | Public | Audit Committee Chair; Compensation Committee member |
| Sonendo, Inc. | Director | Prior | Public | Not specified |
| Biosplice Therapeutics, Inc. | Director | Prior | Private | Not specified |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member); independent director; Board has Lead Director (Mortimer Berkowitz) and holds executive sessions of independent directors at each regular meeting .
- Attendance and engagement: In 2024, Board met 5x; Audit 4x; Compensation 3x; no director attended fewer than 100% of meetings of the Board and committees on which they served .
- Financial expertise: Designated “audit committee financial expert” (Item 407 of Regulation S‑K) .
- Risk oversight: Audit Committee oversees financial risk, internal controls, and cybersecurity risks per charter; Audit Committee report confirms auditor independence and oversight of 2024 audit .
Fixed Compensation
| Component | Program Detail | 2024 Cash Received (McGinnis) |
|---|---|---|
| Board annual cash retainer | $45,000 | $57,154 |
| Audit Committee – Chair retainer | $20,000 | Included in total |
| Compensation Committee – Member retainer | $7,500 | Included in total |
| Nominating & Corporate Governance – Member/Chair | Member: $5,000; Chair: $10,000 | Not applicable |
| Meeting fees | None disclosed (retainer-based) | — |
Performance Compensation
| Equity Component | Grant Value/Type | Vesting Schedule | 2024 Stock Awards (Grant-date FV) | Unvested Units at 12/31/24 |
|---|---|---|---|---|
| Initial Board Grant | $300,000 time-based RSUs upon election/appointment (excludes contractual designee replacements) | Vest 1/3 annually over 3 years | Not applicable (initial grant timing dependent) | Not disclosed |
| Annual Board Grant | $150,000 time-based RSUs annually | Vests on earlier of next annual meeting or death/resignation (pro‑rated if applicable) | $180,533 | 16,747 |
No director performance metrics are tied to director equity; grants are time-based RSUs rather than PRSUs or options for directors .
Other Directorships & Interlocks
| External Company | Relationship to ATEC | Potential Conflict/Interlock | Disclosure |
|---|---|---|---|
| Absci (ABSI) | Unrelated sector (AI-driven biologics) | None apparent | No related-party transactions reported |
| Sonendo | Dental endodontics | None apparent | No related-party transactions reported |
| Biosplice | Biotech (private) | None apparent | No related-party transactions reported |
Expertise & Qualifications
- CPA; deep financial reporting and controls expertise; SEC audit committee financial expert designation .
- Senior operator (CEO/CFO experience) and CAO roles across multiple public companies .
- Industry exposure: healthcare, life sciences, semiconductors, IT distribution .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (common shares) | 95,861; less than 1% of outstanding shares |
| Unvested RSUs (as of 12/31/24) | 16,747 |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Shares pledged/hedged | Company policy prohibits pledging, short sales, collars/derivatives absent prior approval; no pledging/hedging disclosed |
| Director stock ownership guideline | 3.0x annual cash retainer; counts vested/unvested time-based RSUs; excludes options and unearned PRSUs; 5-year compliance window |
| Compliance status (McGinnis) | Not disclosed |
Governance Assessment
- Strengths: Independent director; Audit Chair; SEC “financial expert”; 100% meeting attendance; robust related‑party policy with no transactions to report; clawback policy in place for incentive comp (Exchange Act Rule 10D‑1); strong insider trading policy including anti‑hedging/pledging .
- Director pay structure: Mix of cash retainers and time-based RSUs; clear, modest committee chair/member retainers; annual RSU grants create alignment without pay-for-performance metrics typical of executives .
- Shareholder signals: 2024 Say-on-Pay support ~85% indicates constructive investor sentiment toward compensation practices (executive program) .
- Potential risks/red flags: None disclosed regarding related-party transactions or pledging; multi-board commitments appear manageable and non-conflicting given sectors; no director-specific performance pay that could bias oversight .
Insider Trades
- Form 4 data for Karen K. McGinnis was not available in the proxy and no related-person transactions were disclosed; no additional insider trading details are provided in the documents reviewed .