Gary D. Blackford
AVANOS MEDICALAbout Gary D. Blackford
Independent Chairman of the Board at Avanos Medical since April 2020, director since October 2014, age 67. Former Chairman and CEO of Universal Hospital Services with deep healthcare operating and finance experience and international governance credentials. All Avanos directors, including Blackford, are independent; he chairs executive sessions of non-management directors quarterly.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Hospital Services | Chairman & CEO | 2002–Feb 2015 | Led medical tech outsourcing leader; CEO experience and financial literacy cited as board qualifications. |
| Curative Health Services, Inc. | CEO | 2001–2002 | Specialty pharmacy/health services leadership. |
| ShopforSchool, Inc. | CEO | 1999–2001 | E-commerce leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ReShape Lifesciences (NASDAQ: RSLS) | Director; Lead Director since 2019; Chair of Compensation; Chair of Nominating & Corporate Governance | Director since 2016 | Active governance and pay oversight at a public medtech. |
| Lifespace Communities (non-profit) | Director since Feb 2022; Vice Chair since Feb 2024; Chair of M&A & Restructuring Committee | 2022–present | Oversight of strategic transactions in senior living. |
| Wright Medical Group N.V. (NASDAQ: WMGI) | Director (prior) | 2008–2020 | Prior public company board experience in orthopedics. |
| Children’s Hospitals and Clinics of Minnesota | Director (prior); Chairman 2020–2021 | 2017–2023 | Non-profit board leadership. |
| PipelineRX, Inc. | Director (prior) | 2016–2020 | Health IT governance. |
Board Governance
- Roles: Independent Chairman of the Board; Governance Committee Chair; Compliance Committee member.
- Independence: All five non-employee directors are independent; committees (Audit, Compensation, Governance, Compliance) fully independent.
- Attendance: Board met 17 times in 2024; 100% of incumbent directors attended >75% of board/committee meetings; 100% attended 2024 annual meeting.
- Executive sessions: Chaired by the independent Chairman at least once per quarter.
- Committee meeting cadence 2024: Audit 4 (incl. 2 joint with Compliance); Compensation 4; Compliance 6 (incl. 2 joint with Audit); Governance 3.
Fixed Compensation
- Outside Director Plan (2024 structure):
- Board cash retainer $70,000 (quarterly); Chairman additional $115,000 (quarterly).
- Committee chair fees: Audit $25,000; other committee chairs $15,000; committee member fees: Audit $12,500; Compensation $7,500; Governance $5,000; Compliance $7,500.
- 2024 actual for Blackford:
- Cash fees: $206,875.
- Equity (RSUs grant-date fair value): $190,000.
- Outside Director RSUs settle within 90 days after the “restricted period” ends at director’s retirement or termination; RSUs cannot be transferred or pledged.
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 206,875 |
| Stock Awards (RSUs, grant-date fair value) | 190,000 |
| Total | 396,875 |
Performance Compensation
Directors do not receive performance-based awards (no PSUs/options under the Outside Director Plan); equity is time-based RSUs intended to align interests via ownership and deferred settlement.
| Equity Item | Grant/Value | Vesting/Settlement |
|---|---|---|
| Annual RSUs (Outside Director Plan) | $190,000 grant-date fair value for 2024 | Restricted period ends at retirement/termination; shares delivered within 90 days thereafter; dividend-equivalent RSUs accrue; RSUs not transferable/pledgeable. |
Other Directorships & Interlocks
- Current public company directorships: ReShape Lifesciences (lead director; chairs comp & nom/gov).
- Prior public company: Wright Medical Group N.V. (2008–2020).
- No related-party transactions involving directors or executives were identified for 2024; none currently proposed.
- Audit committee overload safeguard: No Audit member serves on >3 public audit committees; board would assess if exceeded (not applicable to Blackford).
Expertise & Qualifications
- CEO-level operating experience; financial literacy/finance; healthcare industry experience; international experience; public company governance.
Equity Ownership
- Beneficial ownership: 71,593 shares; <1% of outstanding (46,003,150 as of Feb 28, 2025). Shares for outside directors include RSUs under Director Plan; RSUs restricted until service ends.
- Stock ownership guidelines: Directors must hold 5x annual Board base cash compensation within 3 years; all Outside Directors currently meet requirements except Ms. Franchini (appointed July 2024), implying Blackford is in compliance.
- Pledging/Hedging: RSUs cannot be pledged; margin accounts may exist but as of the proxy date directors/executives had no outstanding margin obligations. Insider Trading Policy prohibits executive hedging/pledging; Director RSUs are restricted.
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Gary D. Blackford | 71,593 | * (<1%) |
Governance Assessment
- Board effectiveness: Independent chair with robust executive sessions; full independence across committees; strong 2024 engagement (17 board meetings, high attendance).
- Alignment and incentives: Director pay balanced between cash and RSUs; strict stock ownership guidelines and clawback policy covers incentive-based pay (company-wide).
- Conflicts/related party risk: No related-party transactions reported for 2024; RSU restrictions and policy framework reduce pledging/hedging risk.
- Signals for investors:
- Positive: Independent chair; governance leadership (Governance Committee chair); strong attendance; clear ownership guidelines; no related-party transactions.
- Watch items: Multiple external roles (including lead director/chair roles at RSLS) warrant ongoing monitoring for time commitments; however, no overboarding concerns indicated and no audit committee overload applicable to Blackford.
RED FLAGS: None identified in 2024 disclosures—no related-party transactions; RSUs restricted/unpledgeable; attendance robust; all committees independent.