Indrani L. Franchini
AVANOS MEDICALAbout Indrani L. Franchini
Indrani L. Franchini, age 53, is an independent director of Avanos Medical, Inc. (AVNS) since July 1, 2024, serving on the Audit Committee and the Compliance Committee. She previously served as EVP, Chief Legal Officer and Secretary at Alnylam Pharmaceuticals (Jan 2022–Mar 2024), EVP and Chief Compliance Officer at Alexion Pharmaceuticals (Jun 2017–Jul 2021), and held senior legal/compliance roles at Hess (2012–2017). Earlier in her career she spent nearly 10 years at Pfizer and practiced at Milbank LLP in New York and Tokyo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | EVP, Chief Legal Officer & Secretary | Jan 2022–Mar 2024 | Led legal function and governance for a global biopharma |
| Alexion Pharmaceuticals, Inc. (AstraZeneca subsidiary) | EVP & Chief Compliance Officer | Jun 2017–Jul 2021 | Led comprehensive transformation of compliance program |
| Hess Corporation | Senior legal/compliance roles incl. Chief Compliance Officer & Assistant Corporate Secretary | 2012–2017 | Corporate compliance oversight in F500 energy enterprise |
| Pfizer, Inc. | Various positions supporting Global Pharmaceutical business | ~2003–2012 | Clinical/operational support in large-cap biopharma |
| Milbank LLP | Attorney (New York and Tokyo offices) | 6 years | Cross-border legal practice experience |
External Roles
- Public company directorships: None disclosed beyond Avanos in the 2025 proxy and Avanos investor materials; Bloomberg lists Avanos as her sole public company board .
Board Governance
- Independence and tenure: Governance Committee determined all director nominees, including Ms. Franchini, are independent; she joined the Board July 1, 2024 .
- Committees and roles:
- Audit Committee member (with Patrick J. O’Leary—Chair—and Dr. Julie Shimer); 4 meetings in 2024 including 2 joint meetings with Compliance; all members independent. Two of three Audit members are “audit committee financial experts”; all meet NYSE financial literacy requirements .
- Compliance Committee member (with Dr. Lisa Egbuonu‑Davis—Chair—and Gary D. Blackford); 6 meetings in 2024 including 2 joint meetings with Audit; all members independent. Scope spans Code of Conduct, conflicts, anti‑bribery, FDA/regulatory, HCP interactions, sustainability/corporate citizenship, and compliance risk assessment .
- Attendance: Board met 17 times in 2024; all incumbent directors attended more than 75% of Board and applicable committee meetings and 100% attended the 2024 Annual Meeting .
- Audit Committee report: The committee (O’Leary, Franchini, Shimer) recommended inclusion of the 2024 audited financials in the Form 10‑K and selected Deloitte for 2025, confirming auditor independence and reviewing internal controls and audit plans .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $45,000 | Prorated for appointment effective July 1, 2024 |
| Stock Awards (RSUs, grant‑date fair value) | $95,000 | Prorated RSUs under Outside Directors’ Compensation Plan (ASC Topic 718) |
| Total | $140,000 | 2024 director compensation total |
| Outside Directors’ Compensation Structure | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board members) | $70,000 | Paid quarterly in advance |
| RSU annual grant (grant‑date value) | $190,000 | Granted first business day of the year |
| Chairman of the Board additional cash | $115,000 | Paid quarterly in advance |
| Committee chair fees | $25,000 (Audit); $15,000 (others) | Paid quarterly in advance |
| Committee member fees | $12,500 (Audit); $7,500 (Comp); $5,000 (Governance); $7,500 (Compliance) | Paid quarterly in advance |
| 2025 RSU grant (units) | 12,003 RSUs | Each acting Outside Director received on Jan 2, 2025 |
- Outside Directors receive no perquisites beyond reimbursements; compensation for new Outside Directors is prorated based on month of joining .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| TSR percentile | No | Not used for director compensation per Outside Directors’ Plan |
| Revenue/EBITDA targets | No | Director RSUs are service‑based, not performance‑based |
| Options or PSUs | No | Directors receive RSUs; no options/performance RSUs disclosed for directors |
Director compensation is structured as a mix of cash retainer, committee fees, and time‑based RSUs; no performance metrics (TSR/financial KPIs) or option grants apply to Outside Directors .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock | Status |
|---|---|---|---|
| Avanos Medical, Inc. | Independent Director | Audit; Compliance | Current |
| Other public company boards | — | — | None disclosed; verified against proxy and Bloomberg |
- No related‑party transactions involving directors were reported for 2024; Board procedures require Governance/Audit Committee review of any such transactions, and none are currently proposed .
Expertise & Qualifications
- Executive leadership as Chief Legal Officer and Chief Compliance Officer; healthcare industry knowledge; financial literacy; public company governance/compliance experience .
- Legal training and cross‑border practice experience (Milbank LLP) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,820 | Includes RSUs under Outside Directors’ Plan |
| Percent of outstanding | <1% | Based on 46,003,150 shares outstanding (Feb 28, 2025) |
| Ownership guidelines (Board) | 5x annual base cash compensation | RSUs and TRSUs count; PRSUs excluded until vesting |
| Guideline compliance status | Not yet (new director) | Appointed July 1, 2024; expected to comply within 3 years |
| RSU transfer/pledge restriction | Not transferable/pledgeable until Board service ends | Aligns interests; dividend equivalents accrue (company currently pays no dividends) |
| Margin/pledge risk | None outstanding | Some accounts may permit pledging; as of proxy date, no outstanding margin obligations among directors/executives |
Governance Assessment
- Committee coverage and engagement: Dual membership on Audit and Compliance—committees met 4 and 6 times (respectively) in 2024 with joint sessions—supports robust risk, compliance, and financial oversight; all committee members independent .
- Independence and attendance: Board determined independence; Board met 17 times, and all incumbent directors met >75% attendance with 100% Annual Meeting attendance—positive engagement signal .
- Pay structure and alignment: Director pay balanced between cash and service‑based RSUs; 2025 grants standardized (12,003 RSUs) and stock ownership guidelines require 5x cash retainer—alignment improves as RSUs accumulate; Ms. Franchini is within the 3‑year window to meet guidelines given her 2024 appointment .
- Conflicts/related‑party exposure: No related‑party transactions reported and formal review procedures in place—a governance positive .
RED FLAGS to monitor
- Stock ownership guideline compliance: Not yet met due to mid‑2024 appointment; expected within the 3‑year window via annual RSU grants—track progress year‑over‑year .
- Audit Committee financial expert designation: The committee has two “financial experts” (unnamed in the proxy); confirm which members hold the designation to assess depth of technical oversight .
Overall, Ms. Franchini’s deep compliance/legal background and dual Audit/Compliance roles bolster board effectiveness in risk and regulatory oversight; compensation/ownership policies appear shareholder‑aligned, with no disclosed conflicts or attendance concerns .