Kathy Weiler
AxogenAbout Kathy Weiler
Independent director of Axogen, Inc. since December 2023; age 55. Currently Chief Transformation Officer at Solventum, leading large-scale medtech transformation and strategic initiatives, with prior senior commercial leadership at Amwell, Optum/UnitedHealth Group, and Blue Cross Blue Shield of Massachusetts. Education: B.A. Bowdoin College; M.A. in International Economics & Finance, Brandeis University. Core credentials: healthcare marketing/commercialization, digital patient activation, senior leadership, strategy/M&A; Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amwell (NYSE: AMWL) | EVP, Chief Commercial & Growth Officer | Since June 2023 (prior role) | Led growth strategy, BD, sales/account mgmt, enablement, marketing, channel partnerships |
| Optum (UnitedHealth Group) | Chief Consumer Officer; Chief Marketing & Experience Officer (Optum Health) | Not disclosed | Led enterprise consumerism; marketing for population health, complex care mgmt, medical benefits mgmt, behavioral health, prevention, financial services |
| UnitedHealth Group | Chief Consumer Strategy Officer | Not disclosed | Consumer strategy leadership |
| Blue Cross Blue Shield of Massachusetts | Chief Marketing & Product Officer | Not disclosed | Drove strategic growth and retention |
| Fidelity Financial Advisor Solutions | Chief Marketing Officer | Not disclosed | Senior marketing leadership in financial services |
| BNY Mellon/Pershing | Senior marketing leadership roles | Not disclosed | Financial services marketing leadership |
| The Hartford | Senior marketing leadership roles | Not disclosed | Financial services marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solventum Corp. (Nasdaq: SOLV) | Chief Transformation Officer | Current | Focus on enterprise transformation; Health Information System and Medical-Surgical Nursing businesses |
- Interlocks: Axogen director Amy Wendell sits on Solventum’s board; Weiler is an executive at Solventum—creating a potential information-flow interlock (not a disclosed related party transaction) .
Board Governance
- Committees (2025 slate): Governance, Nominating & Sustainability Committee member, slated to become Chair after the Annual Meeting; Quality, Compliance & Portfolio Management Committee member .
- 2024 committees: Governance, Nominating & Sustainability; Quality, Compliance & Portfolio Management .
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting telephonically. In 2023, directors averaged 98% attendance and all attended the Annual Meeting telephonically .
- Board skills matrix: Weiler adds Healthcare Marketing, Digital Patient Activation, Global Experience, Senior Leadership Experience, Strategy/M&A .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 60,014 | Quarterly retainers plus committee fees; directors reimbursed for travel expenses |
| Stock Awards (grant-date fair value) | 75,000 | RSUs, vest one year from grant anniversary (annual director grant) |
| Option Awards (grant-date fair value) | 74,999 | Non-qualified stock options; 10-year term; vest one year from grant anniversary (annual grant) |
| Total | 210,013 | 2024 total non-employee director compensation for Weiler |
Quarterly cash retainers (structure applicable to all directors):
| Role | 2024 ($) | 2025 ($) |
|---|---|---|
| Board Member | 12,500 | 12,500 |
| Audit Chair | 5,000 | 5,000 |
| Audit Member | 2,500 | 2,500 |
| Compensation Chair | 3,750 | 3,750 |
| Compensation Member | 1,875 | 1,875 |
| Governance Chair | 2,500 | 2,500 |
| Governance Member | 1,250 | 1,250 |
| Quality Chair | 2,500 | 2,500 |
| Quality Member | 1,250 | 1,250 |
Performance Compensation
| Program | Value | Instrument | Vesting | Grant Timing | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Equity (2024) | 150,000 | 50% RSUs / 50% Options | RSUs and options vest one year from grant; options 10-year term | Day after election/re-election | None disclosed for directors |
| Annual Director Equity (2025 onward) | 150,000 | RSUs only | RSUs vest one year from grant | Day after election/re-election | None disclosed for directors |
| New Director Initial Equity | ~275,000 | Non-qualified stock options | Vest in three equal annual installments | Upon appointment | None disclosed for directors |
- Ownership guidelines for non-employee directors: Required equity value ≥3x annual retainer; compliance required within 5 years; all non-employee directors met guidelines as of December 31, 2024 .
- Clawbacks: Company adopted compensation recovery policy compliant with SEC/Nasdaq in September 2023 (applies to executives; governance control overseen by the Board) .
- Anti-hedging/pledging: Prohibited for directors and executives .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None disclosed | — | No other public company board roles disclosed for Weiler |
- Notable interlock: Axogen director Amy Wendell is a director of Solventum; Weiler is a Solventum executive .
Expertise & Qualifications
- Healthcare Marketing; Digital Patient Activation; Global Experience; Senior Leadership; Strategy/M&A. These skills are explicitly marked for Weiler in the Board’s skills matrix .
- Biography emphasizes commercialization and consumer strategy across payers/providers and telehealth .
Equity Ownership
| Holder | Beneficially Owned Shares | Underlying Options/RSUs/PSUs exercisable or vesting within 60 days | % of Shares Outstanding |
|---|---|---|---|
| Kathy Weiler | 21,825 | 21,825 | <1% (based on 44,371,822 shares outstanding as of April 1, 2025) |
- Ownership guidelines: Non-employee directors required to hold ≥3x annual retainer; all directors met compliance as of 12/31/2024 .
- Hedging/Pledging: Prohibited .
- Section 16 compliance note: Initial Form 3 and Form 4 for Weiler upon joining the Board were filed late due to administrative oversight and delay in obtaining filing codes (company disclosure) .
Governance Assessment
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Strengths
- Independent director with relevant healthcare commercialization and digital patient activation expertise; slated to chair Governance, Nominating & Sustainability—signals active role in board composition, policies, and succession .
- Strong attendance culture; 2023 near-perfect attendance; 2024 ≥75% threshold met; annual meeting participation .
- Ownership alignment: Director ownership guidelines (≥3x retainer) met across non-employee directors as of 12/31/2024; anti-hedging/pledging policy strengthens alignment .
- Director equity program shift to RSUs-only in 2025 reduces option leverage and potential dilution variability, while preserving time-based alignment .
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Watch items / RED FLAGS
- Late Section 16 filings at appointment (Form 3/Form 4) noted by the company; administrative cause but still a compliance lapse .
- Potential interlock: Weiler is an executive at Solventum while Axogen director Amy Wendell serves on Solventum’s board—no related-party transactions disclosed, but monitor for potential conflicts or information flow sensitivities .
- Director equity awards are time-based; no performance-conditional metrics disclosed for directors—alignment relies on ownership guidelines and service vesting rather than pay-for-performance constructs .
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Related party transactions: Company disclosed contributions to Global Nerve Foundation tied to executives on GNF’s board; no disclosure implicating Weiler . Audit Committee oversees approval/ratification processes for related person transactions .