Julie Shimer, Ph.D.
Director at AVNS
Board
About Julie Shimer, Ph.D.
Independent director of Avanos Medical, Inc. (AVNS); age 72; director since October 2014; former CEO of Welch Allyn, Inc. (2007–2012). Background includes senior product-development and general management roles at Vocera Communications (President/CEO, 2001–2007), 3Com, Motorola, and AT&T Bell Laboratories; currently a private investor. The Board determined all five non‑employee directors, including Dr. Shimer, are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welch Allyn, Inc. | Chief Executive Officer and Director | Mar 2007–Apr 2012 | Led a frontline medical products company |
| Vocera Communications, Inc. | President, CEO, Director | 2001–2007 | Led wireless communications systems provider |
| 3Com Corporation | General Manager | Not disclosed | Product/business leadership |
| Motorola | General Manager and Product Development Leader | Not disclosed | Product development leadership |
| AT&T Bell Laboratories | Product Development Leader | Not disclosed | Advanced R&D/product development |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Derivation, LLC | Board Member | Not disclosed |
| CPLANE Networks | Advisor | Not disclosed |
| Apollo Endosurgery, Inc. (NASDAQ: APEN) | Director (prior) | 2018–2023 |
| Masimo Corporation (NASDAQ: MASI) | Director (prior) | 2019–2023 |
| NetGear, Inc. (NASDAQ: NTGR) | Director (prior) | 2007–2019 |
| Windstream Holdings, Inc. (NASDAQ: WIN) | Director (prior) | 2017–2020 |
| EarthLink, Inc. (NASDAQ: ELNK) | Director (prior) | 2013–2017 |
| Vocera Communications, Inc. | Director (prior) | 2001–2007 |
Board Governance
- Committee assignments (2025): Compensation Committee Chair; Audit Committee member. Audit Committee members are all independent; two of three are audit committee financial experts; all meet NYSE financial literacy requirements .
- Independence: Governance Committee determined each director nominee is independent; AVNS discloses all five non‑employee directors (entire Board besides management) are independent .
- Attendance: In 2024, 17 Board meetings were held; 100% of incumbent directors attended more than 75% of Board and applicable committee meetings; 100% attendance at the 2024 Annual Meeting .
- Board leadership: Separate Chairman and CEO roles; independent Chairman leads quarterly executive sessions of non‑management directors .
| Meetings (Counts) | 2023 | 2024 |
|---|---|---|
| Board | 8 | 17 |
| Audit Committee | 4 (incl. 2 joint with Compliance) | 4 (incl. 2 joint with Compliance) |
| Compensation Committee | 5 | 4 |
| Compliance Committee | 4 (incl. 2 joint with Audit) | 6 (incl. 2 joint with Audit) |
| Governance Committee | 4 | 3 |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 99,375 | Outside Director; cash retainer plus committee fees; Board cash retainer $70,000; Committee chair fees: Audit $25,000; other chairs $15,000; committee member fees: Audit $12,500; Compensation $7,500; Governance $5,000; Compliance $7,500 |
| 2024 | 101,250 | Outside Director; same fee schedule as 2023 |
Compensation structure for Outside Directors (in effect 2024–2025):
- Board cash retainer: $70,000 per annum; Chairman receives an additional $115,000 per annum .
- Committee chair fees: Audit $25,000; other committee chairs $15,000; committee member fees per committee: Audit $12,500; Compensation $7,500; Governance $5,000; Compliance $7,500 .
Performance Compensation
| Year | Stock Awards ($) | RSUs Granted (#) | Vesting/Mechanics |
|---|---|---|---|
| 2023 | 190,000 | 8,378 (granted Jan 2, 2024 for acting Outside Directors) | RSUs represent right to receive shares within 90 days following restricted period that begins at grant and expires upon retirement or termination of Board service; additional RSUs credited for dividend equivalents (no cash dividends currently) |
| 2024 | 190,000 | 12,003 (granted Jan 2, 2025 for acting Outside Directors) | Same terms; Outside Directors may not dispose of or pledge RSUs; aligns interests with shareholders |
2024 Director-level totals for Dr. Shimer: Cash $101,250; Stock awards $190,000; Total $291,250 . 2023 totals: Cash $99,375; Stock awards $190,000; Total $289,375 .
Other Directorships & Interlocks
- No related party transactions disclosed in 2024; Board procedures require Governance/Audit review and ratification of any related person transactions; none proposed or occurring in 2024 .
- Current external roles (Derivation LLC, CPLANE Networks) and prior public boards listed above; no disclosed interlocks with AVNS customers/suppliers .
Expertise & Qualifications
- Executive leadership as CEO; financial literacy/expertise; healthcare industry experience; international experience; public company governance .
- Compensation Committee oversight uses independent consultant Meridian Compensation Partners; scope includes peer group review, benchmarking, risk assessment, CD&A support; Committee determined no conflicts of interest .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Julie Shimer, Ph.D. | 62,093 | <1% | Includes RSUs granted under Outside Directors’ Compensation Plan; RSUs are restricted and non‑transferable until Board service ends; RSUs counted in beneficial ownership per footnote |
Stock ownership guidelines:
- Board Members: expected to hold shares equal to five times annual Board base cash compensation; policy applies within three years of joining the Board .
- As of 2023, AVNS disclosed all Outside Directors other than a new appointee (Dr. Lisa Egbuonu‑Davis) met guideline requirements .
Governance Assessment
- Independence and roles: Dr. Shimer is independent, chairs the Compensation Committee, and serves on Audit; committee structures emphasize independence and financial literacy; Board separates Chair/CEO with regular executive sessions—positive for oversight and investor confidence .
- Attendance/engagement: Strong engagement indicated by 2024 meeting cadence (17 Board sessions) and >75% attendance for all incumbents; 100% Annual Meeting attendance—positive signal .
- Pay alignment: Director pay mixes cash retainer with deferred RSUs that settle upon end of service, limiting pledging and promoting long‑term alignment; no meeting fees; structure consistent across 2023–2025—neutral to positive .
- Controls and conflicts: No related‑party transactions in 2024; robust review procedures; compensation consultant independence confirmed—reduces conflict risk .
- Ownership alignment: Outside Director RSUs and five‑times retainer ownership guideline (met by all seasoned directors in 2023) underscore skin‑in‑the‑game—positive .
Director Compensation (Reference)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 99,375 | 190,000 | 289,375 |
| 2024 | 101,250 | 190,000 | 291,250 |
Notes on Committee Composition (2025)
- Audit Committee: Patrick J. O’Leary (Chair), Indrani L. Franchini, Julie Shimer; two members designated “audit committee financial expert”; all independent .
- Compensation Committee: Julie Shimer (Chair), Patrick J. O’Leary; all independent .
Risk Indicators & Red Flags
- None identified related to Dr. Shimer in 2024 disclosures (no related‑party transactions; RSUs non‑pledgeable; strong independence across committees) .