S. Louise Phanstiel
About S. Louise Phanstiel
S. Louise Phanstiel (age 66) is an independent director of Butterfly Network, Inc. (BFLY) since February 2021 and serves as Chair of the Audit Committee; she is a CPA with deep healthcare and financial reporting expertise, including a CERT certification in cybersecurity oversight from Carnegie Mellon and a B.A. in Accounting from Golden Gate University . She has chaired public company audit committees and held senior financial and operating roles at Elevance Health/WellPoint/Anthem, bringing extensive internal control and public company reporting experience to BFLY’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health, Inc. (formerly Anthem/WellPoint) | President, Specialty Products; SVP Chief of Staff & Corporate Planning; Chief Accounting Officer, Controller & CFO for subsidiaries | 1996–2007 | Led finance and planning; extensive public reporting and internal controls |
| PricewaterhouseCoopers (formerly Coopers & Lybrand) | Partner (insurance specialization) | Not disclosed | Audit/insurance domain expertise |
| Inveresk Research Group, Inc. | Director; Audit Committee Chair (prior) | Not disclosed | Life sciences audit leadership |
| Verastem Oncology (Nasdaq: VSTM) | Director; Audit Committee Chair (prior) | Not disclosed | Life sciences audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Myriad Genetics, Inc. (Nasdaq: MYGN) | Chair of the Board; Director | Chair since Mar 2020; Director since Sep 2009 | Board leadership in life sciences |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not a member of Nominating & Governance or Technology Committees .
- Independence: Determined independent under SEC/NYSE rules (5 of 7 directors are independent) .
- Attendance: Board met 7 times and committees met 17 times in 2024; no director attended fewer than 75% of applicable meetings; note that none of the directors then serving attended the 2024 annual meeting of stockholders (virtual format) .
- Expertise designation: Board determined Phanstiel qualifies as an “audit committee financial expert” and possesses NYSE financial sophistication .
- Governance controls: Company has a clawback policy (effective Oct 2, 2023) and prohibits hedging/pledging by directors and NEOs; code of conduct and insider trading policy are in place .
- Controlled company status: Founder Jonathan Rothberg controls a majority of voting power; BFLY is a “controlled company” but currently does not utilize exemptions; Class B automatic conversion expected by Feb 12, 2028, after which controlled status ends .
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Annual cash retainer | $50,000 | 2024 |
| Audit Committee Chair fee | $20,000 | 2024 |
| Compensation Committee member fee | $7,500 | 2024 |
| Total cash fees | $77,500 | 2024 |
| Annual director equity grant (RSUs) | 157,894 RSUs granted 6/10/2024; grant date fair value $149,999 | 2024 |
| Options awarded | None in 2024 | 2024 |
| Policy update (equity) | Annual grant value increased to $185,000 effective April 2025 (RSUs or options) | 2025 policy |
Vesting mechanics for annual director awards: Annual award vests at the end of the period beginning on the grant date after the annual meeting and ending on the date of the next annual meeting, subject to continued service .
Performance Compensation
- Directors do not receive performance-conditioned cash incentives; equity compensation is largely time-based RSUs (no performance metrics disclosed for directors) .
| Equity Award Detail | Metric | Value/Count | Terms |
|---|---|---|---|
| Annual RSU grant (6/10/2024) | Grant date fair value | $149,999 | Vests over the annual meeting cycle, subject to continued service |
| Annual RSU grant (6/10/2024) | RSUs granted | 157,894 | Standard director annual grant |
Other Directorships & Interlocks
| Company | Relationship to BFLY | Potential Interlock/Conflict |
|---|---|---|
| Myriad Genetics (MYGN) | External board chair role | No BFLY-related transactions disclosed; no interlock identified with BFLY suppliers/customers; audit committee reviews related party transactions . |
| Inveresk Research Group (prior) | Prior audit chair | Historical role; no current BFLY transaction disclosed . |
| Verastem Oncology (prior) | Prior audit chair | Historical role; no current BFLY transaction disclosed . |
Expertise & Qualifications
- CPA; extensive financial accounting, internal control, and public reporting experience; designated audit committee financial expert .
- Cybersecurity oversight credential (CERT certification, Carnegie Mellon) .
- Healthcare & life sciences governance experience, including board leadership at Myriad Genetics .
Equity Ownership
| Item | Shares/Units | Notes |
|---|---|---|
| Direct Class A shares | 127,177 | As of April 1, 2025 |
| Options exercisable within 60 days | 21,645 | Fully vested options also listed among director holdings |
| Total beneficial ownership | 148,822 (<1%) | Less than 1% of Class A outstanding; overall voting power <1% |
| Unvested RSUs (director grant) | 157,894 | Outstanding at 12/31/2024 |
| Shares outstanding reference | 220,818,648 Class A; 26,426,937 Class B (record date basis) | Capital structure context |
Insider Trades
| Trade Date | Filing Date | Type | Shares | Price/Range | Rationale | Post-Trade Holdings |
|---|---|---|---|---|---|---|
| 11/04/2025 | 11/05/2025 | Sale | 112,009 | Weighted avg $2.695; trades between $2.68–$2.731 | Sale to cover tax obligations from RSU vesting | 265,505 direct shares after transaction |
| 09/13/2024 | 09/13/2024 | Sale | Not disclosed in excerpt | Weighted avg; trades between $1.935–$1.975 | Open market sale; price range disclosed | Not disclosed in excerpt |
| 06/17/2025 | 06/17/2025 | Form 4 (changes in beneficial ownership) | — | — | Multiple filings posted by the company | See filings list |
| 05/07/2025 | 05/07/2025 | Form 4 (changes in beneficial ownership) | — | — | Posted by the company | See filings list |
| 04/29/2025 | 04/29/2025 | Form 4 (changes in beneficial ownership) | — | — | Posted by the company | See filings list |
| 04/03/2025 | 04/03/2025 | Form 4 (changes in beneficial ownership) | — | — | Posted by the company | See filings list |
| 01/03/2025 | 01/03/2025 | Form 4 (changes in beneficial ownership) | — | — | Posted by the company | See filings list |
Note: BFLY policy prohibits hedging and pledging by directors and NEOs .
Governance Assessment
-
Strengths:
- Audit Committee chaired by a financially sophisticated CPA; designated “audit committee financial expert,” supporting high-quality financial oversight .
- Independent status and majority-independent board at a controlled company; board currently does not use NYSE controlled company exemptions .
- Robust clawback policy compliant with SEC/NYSE rules; insider trading policy prohibits hedging/pledging—positive alignment signals .
- Clear related party transaction review procedures under Audit Committee oversight; no related party transactions disclosed involving Phanstiel .
-
Watch items / potential red flags:
- Controlled company risk persists through 2028 due to founder’s voting control; investors should monitor independence and minority shareholder protections until Class B conversion .
- Board and committee attendance met thresholds, but no directors attended the 2024 annual meeting of stockholders; while not required, some investors prefer visible annual meeting engagement .
- Insider sales occurred, including tax-withholding sales tied to RSU vesting; not inherently misaligned but should be tracked for patterns around blackout windows and vesting events .
-
Compensation alignment:
- Director pay mix is balanced: fixed cash for service and committee responsibilities plus annual RSUs; no meeting fees or discretionary cash components—supports alignment with shareholder value via equity .
- 2025 policy raised annual equity value to $185,000, modestly increasing equity emphasis; continue monitoring dilution and director ownership accumulation versus company ownership guidelines (not disclosed) .