Lisa Egbuonu-Davis, MD
Director at AVNS
Board
About Dr. Lisa Egbuonu‑Davis
Independent director of Avanos Medical, Inc. since 2023; age 67. A physician-executive with extensive healthcare, medical product development, and public health experience, she previously served as Vice President, Medical Innovations at Danaher’s DH Diagnostics and held senior medical leadership roles at Leica Biosystems, Beckman Coulter Diagnostics, Sanofi, and Pfizer. At Avanos, she chairs the Compliance Committee and serves on the Governance Committee, with the Board determining she is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DH Diagnostics, LLC (Danaher) | Vice President, Medical Innovations | 2019–2023 | Led medical innovation across diagnostics portfolio |
| Leica Biosystems (Danaher affiliate) | Interim Chief Medical Officer | 2021–2022 | Medical leadership during transition |
| Beckman Coulter Diagnostics (Danaher affiliate) | Interim Chief Medical Officer | 2022–2024 | Oversight of clinical/medical strategy |
| Sanofi, Inc. | VP, Global Patient Outcomes & Solutions | 2015–2019 | Patient outcomes and real‑world evidence |
| Pfizer, Inc. | VP, Global Outcomes Research & Medical Services | 1997–2002 | Outcomes research and medical services |
| Pfizer, Inc. | VP, US Medical | 2003–2004 | US medical affairs leadership |
| ROI Squared, LLC | Founder & Director | 2012–2015 | Innovation/analytics venture oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Omega Healthcare Investors (NYSE: OHI) | Director | Since 2021 | Nominating & Corporate Governance; Compensation |
| Phreesia, Inc. (NYSE: PHR) | Director | Since July 2023 | Nominating & Corporate Governance |
| Johns Hopkins Medicine | Trustee | Since 2021 | Patient Safety & Quality Committee |
Board Governance
- Committee assignments: Chair, Compliance; Member, Governance .
- Independence: The Governance Committee determined all director nominees, including Dr. Egbuonu‑Davis, meet Avanos’ independence standards .
- Meetings and engagement:
- Board met 17 times in 2024; all incumbent directors attended >75% of Board and applicable committee meetings; 100% attended the 2024 annual meeting .
- Committee meetings (2024): Compliance—6 (including 2 joint with Audit); Governance—3 .
- Independent directors meet without management present; the independent Chairman chairs executive sessions at least quarterly .
- Compliance Committee scope: Oversees company-wide compliance (FCPA/anti‑bribery, FDA/regulatory, interactions with HCPs, quality/recalls, information security, etc.), sustainability and corporate citizenship, compliance risk assessment, and investigations of significant non‑financial compliance matters .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board retainer (cash) | $70,000 per annum | |
| Annual RSU grant (Outside Directors) | $190,000 grant‑date value; 12,003 RSUs granted on Jan 2, 2025 to each acting Outside Director | |
| Committee Chair cash | $15,000 per annum for non‑Audit committee chairs (Compliance) | |
| Committee member cash | Governance: $5,000; Compliance: $7,500 (if applicable) | |
| 2024 actual cash paid (fees) | $86,250 (Dr. Egbuonu‑Davis) | |
| 2024 stock awards (grant‑date) | $190,000 (Dr. Egbuonu‑Davis) | |
| 2024 total director compensation | $276,250 (Dr. Egbuonu‑Davis) |
- Director stock ownership guidelines: Outside Directors are expected, within three years of joining the Board, to hold shares equal to five times their annual Board base cash compensation; RSUs for Outside Directors cannot be disposed or pledged; dividend equivalents accrue but the Company does not currently pay dividends on common stock .
Performance Compensation
- Directors do not receive performance‑based compensation. Outside Director equity is in the form of deferred RSUs that settle following the restricted period ending upon retirement/termination of Board service (no performance metrics tied to these awards) .
Other Directorships & Interlocks
- Public boards: Omega Healthcare Investors (OHI), Phreesia (PHR) .
- Potential interlocks/conflicts: Avanos reports no related‑party transactions in 2024 and none currently proposed; Board procedures require Governance/Audit review of any related‑person transactions with independence and arm’s‑length standards .
- Committee consultant independence: Meridian Compensation Partners engaged solely by the Compensation Committee; Committee found no conflicts of interest .
Expertise & Qualifications
- Expertise highlights: Healthcare industry knowledge; strategic/operational expertise in medical and public health; medical product development, research and commercialization; governance and public company board experience .
- Skills particularly relevant to Avanos: Oversight of complex compliance domains (FDA/regulatory, anti‑bribery, interactions with HCPs), sustainability and corporate citizenship—aligned with Avanos’ medical device footprint and risk profile .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Source |
|---|---|---|---|
| Dr. Lisa Egbuonu‑Davis | 25,814 | * | |
| Shares outstanding (record date) | 46,003,150 | — |
- Note: “Percent of Class” marked “*” in the proxy indicates less than 1% per SEC rules .
- Alignment protections: Outside Director RSUs cannot be pledged; executive officer hedging/pledging is prohibited under compensation practices; clawback applies to executive incentive‑based compensation in the event of an accounting restatement (director awards are not performance‑based) .
Governance Assessment
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Strengths
- Independent director with deep medical device and diagnostics experience; chairs Compliance Committee with broad remit over regulatory, ethics, HCP interactions, and sustainability—key risk areas for Avanos .
- Verified independence; strong Board engagement metrics (high meeting cadence; incumbents exceeded 75% attendance; 100% annual‑meeting attendance) .
- Director pay mix is equity‑weighted with deferred RSUs and robust ownership guidelines (5x base cash within three years), supporting long‑term alignment; RSUs cannot be pledged, and the company prohibits executive hedging/pledging and repricing of options without shareholder approval .
- No related‑party transactions disclosed for 2024; formal review procedures in place for any such matters .
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Watch items
- Multiple external board commitments (OHI, PHR) may increase time demands; continued strong attendance mitigates capacity concerns but should be monitored for sustained engagement as Compliance Chair .
- Deferred RSU structure for directors (settling at end of service) provides alignment but lacks explicit performance conditions; investors may prefer clearer links to measurable governance outcomes (standard market practice nonetheless) .
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Overall signal
- Her compliance leadership, independent status, and domain expertise are positives for board effectiveness and risk oversight at a regulated medical device company. Lack of related‑party exposure and ownership safeguards further support investor confidence .