Patrick J. O’Leary
Director at AVNS
Board
About Patrick J. O’Leary
Patrick J. O’Leary, age 67, is an independent director of Avanos Medical, Inc. (AVNS) serving since October 2014; he is the former Executive Vice President and Chief Financial Officer of SPX Technologies, Inc. and previously served as SPX’s CFO and Treasurer . At Avanos, O’Leary chairs the Audit Committee and is a member of the Compensation Committee; his core credentials emphasize CFO leadership, financial literacy and accounting experience, international exposure, and public-company governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPX Technologies, Inc. (NYSE: SPXC) | EVP & CFO | Dec 2004 – Aug 2012 | Senior finance leadership; public company governance |
| SPX Technologies, Inc. (NYSE: SPXC) | CFO & Treasurer | Oct 1996 – Dec 2004 | Corporate finance oversight; treasury |
| PulteGroup (NYSE: PHM) | Director | 2005 – 2018 | Prior public company board service |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| SPX Technologies, Inc. (NYSE: SPXC) | Director & Chairman | Director and Chairman since 2015 | Member, governance & sustainability committee |
Board Governance
| Committee | Role | Meetings in 2024 | Independence | Notes |
|---|---|---|---|---|
| Audit | Chair | 4 (incl. 2 joint with Compliance) | All members independent | Board determined two of three members are “audit committee financial experts” under SEC rules; responsibilities include financial reporting integrity, auditor oversight, internal audit, risk management |
| Compensation | Member | 4 | All members independent | Oversees annual and long‑term compensation policies, CEO/executive pay setting, succession planning, and human capital policies |
Additional governance and engagement:
- The Board met 17 times in 2024; 100% of incumbent directors attended more than 75% of Board and applicable committee meetings, and 100% attended the 2024 Annual Meeting .
- All AVNS director nominees (including O’Leary) are independent under AVNS Corporate Governance Policies and NYSE standards .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $102,500 | $102,540 | $102,500 |
| Stock Awards ($) | $190,000 | $190,000 | $190,000 |
| Total ($) | $292,500 | $292,540 | $292,500 |
Director compensation structure (Outside Directors’ Compensation Plan):
- Annual Board cash retainer: $70,000; annual RSU grant valued at $190,000 (granted first business day of the year) .
- Committee chair fees: Audit Chair $25,000; other committee chairs $15,000 .
- Committee member fees (non‑chair): Audit $12,500; Compensation $7,500; Governance $5,000; Compliance $7,500 .
- New outside directors receive prorated cash/RSU grants; expenses reimbursed for Board/committee meetings .
Performance Compensation
| Year | Grant Date | RSUs (#) | Grant Value ($) | Vesting/Restricted Period |
|---|---|---|---|---|
| 2024 | Jan 2, 2024 | 8,378 | $190,000 | RSUs are restricted until director retires or terminates Board service; not transferable or pledgeable |
| 2025 | Jan 2, 2025 | 12,003 | $190,000 (2025 plan same as 2024) | RSUs are restricted until director retires or terminates Board service; not transferable or pledgeable |
Notes:
- Outside director equity is time‑based RSUs; no performance (TSR/EBITDA/ESG) conditions are disclosed for directors .
- Dividend equivalents accrue as additional RSUs (Company does not currently pay cash dividends) .
Other Directorships & Interlocks
| Organization | Relationship to AVNS | Potential Interlock/Conflict |
|---|---|---|
| SPX Technologies, Inc. (NYSE: SPXC) | Unrelated industrial/technology products company | No AVNS related‑party transactions disclosed for 2024; none currently proposed |
| PulteGroup (NYSE: PHM) | Prior role ended 2018 | No AVNS related‑party transactions disclosed for 2024; none currently proposed |
Expertise & Qualifications
- Executive leadership as a chief financial officer; extensive finance and accounting experience .
- International experience and governance/public-company board experience .
- Audit Committee leadership experience; AVNS Board determined two of three Audit members qualify as audit committee financial experts (committee‑level determination) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As‑of Date |
|---|---|---|---|
| Patrick J. O’Leary | 66,643 | <1% (asterisk in table) | Feb 28, 2025 |
Ownership alignment and restrictions:
- Outside director RSUs are included in share amounts, but are restricted and may not be transferred, pledged, or sold until the director retires/leaves the Board .
- Stock ownership guideline: Outside Directors are expected within three years of joining the Board to hold shares equal to 5x their annual Board base cash compensation .
- Margin accounts may exist, but as of the proxy date, no executive officers or directors had outstanding margin obligations .
Governance Assessment
Positive signals:
- Independence and long‑tenured board service with Audit Chair role indicate strong oversight of financial reporting, auditor independence, and risk management .
- Consistent attendance metrics for the Board and committees support engagement and effectiveness .
- Director pay structure emphasizes equity alignment (time‑based RSUs with restriction until board departure) and modest, role‑linked cash components; year‑over‑year compensation levels are stable and benchmarked to peer medians .
Potential risks/considerations:
- External chairmanship at SPX implies meaningful time commitments; however, AVNS notes no Audit members serve on more than three public company audit committees, and would review any exceptions for effectiveness (mitigates overboard risk) .
- No related‑party transactions in 2024 and none currently proposed reduce conflict‑of‑interest risk .
Red flags:
- None identified in proxy regarding related‑party transactions, pledging/hedging, or attendance shortfalls for directors .
Overall, O’Leary’s committee leadership (Audit Chair) and finance background are positives for investor confidence; compensation and ownership structures align with long‑term governance norms, and no conflicts or attendance issues are disclosed .