Rachel Ellingson
BIOLIFE SOLUTIONSAbout Rachel Ellingson
Rachel Ellingson, age 55, is an independent director of BioLife Solutions (BLFS) serving on the Audit and Compensation Committees since April 2021. She is Chief Strategy and Corporate Development Officer at Solventum (NYSE: SOLV) since March 2025, and previously served as Senior Vice President & Chief Strategy Officer at Zimmer Biomet (NYSE: ZBH) from April 2018 to March 2025. Earlier roles include VP Corporate Strategy at St. Jude Medical, VP Business Development & Investor Relations at AGA Medical, and Managing Director in Healthcare Investment Banking at Bank of America and Cowen; she holds an MBA in Finance (University of Connecticut) and a BA (University of Rhode Island) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer Biomet (NYSE: ZBH) | SVP & Chief Strategy Officer | Apr 2018 – Mar 2025 | Executive leadership; global strategy, BD, integration |
| St. Jude Medical | VP, Corporate Strategy | 2011 – 2017 | Exec leadership; cardiovascular and neuromodulation focus |
| AGA Medical | VP, Business Development & Investor Relations | Not disclosed | Corporate development and IR leadership |
| Bank of America; Cowen & Co. | Managing Director; Investment Banker (Healthcare) | Not disclosed | M&A and capital markets in medtech/healthcare |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Solventum (NYSE: SOLV) | Chief Strategy & Corporate Development Officer | Mar 2025 | Diversified healthcare company; executive role |
Other public company directorships: None disclosed for Ellingson .
Board Governance
- Committee assignments: Board director; member, Audit Committee; member, Compensation Committee. Not a committee chair; Lead Independent Director is Amy DuRoss .
- Independence: Board determined Ellingson is independent under Nasdaq rules; independent directors include Coste, DuRoss, Ellingson, Goswami, Moore, Hunt .
- Attendance: In 2024, Board held 14 meetings; Audit (5), Compensation (2), Governance (2). Each incumbent director attended at least 75% of required meetings. Only DuRoss and de Greef attended the 2024 Annual Meeting (Aug 1, 2024) .
- Audit Committee oversight: Pre-approval of all auditor services; 2024/2023 Grant Thornton services pre-approved; standard PCAOB independence discussions; audit report signed by committee including Ellingson .
- Related party safeguards: Audit Committee reviews and must approve related-party transactions; none >$120,000 involving directors/officers since Jan 1, 2024 .
- Compensation Committee governance: Solely independent; uses external consultant FW Cook; recommends director compensation to Board; Ellingson is a member .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Fees ($) | Lead Independent Director Fee ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 60,000 | — | — | 60,000 |
| Policy (effective Jan 1, 2026) | 70,000 | Audit Chair: 20,000; Comp Chair: 15,000; Gov/Nom Chair: 10,000 | 40,000 | Electable in stock instead of cash at director’s option |
Performance Compensation
| Item | Grant Details | Value / Shares | Vesting | Notes |
|---|---|---|---|---|
| 2024 Annual Director RSUs | Fixed-dollar RSU grant (nominal $180,000 at Jan 2, 2024, priced $15.98) | 11,264 RSUs granted; accounting grant-date FV $195,543 due to $17.36 effective grant price on Mar 8, 2024 | Time-based; 1-year cliff vest from grant date | Not performance-based; aligns with director service |
| Unvested RSUs (Dec 31, 2024) | Aggregate unvested holdings | 11,264 RSUs | As above | Schick’s RSUs accelerated at separation; directors’ RSUs standard vesting otherwise |
| Policy (effective Jan 1, 2026) | Automatic annual RSUs | Nominal $180,000, shares = $180k / closing price on grant date | 1-year cliff; accelerates upon death, disability, or change in control | Optional retainer payment in stock replaces cash |
Performance metrics for director equity: None disclosed; director RSUs are service-based (no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards (current/prior) | None disclosed for Ellingson |
| Committee interlocks | No interlocking relationships exist among Board/Comp Committee members with other companies’ boards/comp committees |
Expertise & Qualifications
- Strategic leadership in medtech; investment banking background (M&A, BD, integration). MBA (Finance) from University of Connecticut; BA from University of Rhode Island .
- Board notes Ellingson is qualified due to strategic leadership and investment banking experience .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jun 23, 2025 | 42,949 | <1% | Based on 47,835,214 shares outstanding |
| Dec 31, 2024 (Unvested RSUs) | 11,264 RSUs | N/A | Time-based; 1-year vest |
Pledging/hedging: Company prohibits hedging/pledging for executive officers; director policy not expressly stated in proxy. Insider trading policy applies to directors and officers .
Governance Assessment
- Strengths: Independent status; active roles on Audit and Compensation Committees; use of independent compensation consultant; no related-party transactions; Audit Committee compliance and independence processes documented .
- Alignment: Annual RSU grants and ability to take retainers in stock (effective 2026) promote equity alignment; Ellingson held 42,949 shares as of Jun 23, 2025 .
- Engagement signals: Met minimum attendance threshold (≥75%); absence from the 2024 Annual Meeting (only DuRoss and de Greef attended) is a potential engagement watchpoint, though no formal attendance policy exists .
- Pay structure: Director compensation is primarily fixed retainer plus time-based RSUs; no performance metrics or options; 2026 policy increases guaranteed cash and formalizes annual RSU grants—neutral to mildly cautionary for pay risk (more guaranteed cash), but equity remains sizeable ($180k) .
- Risk indicators and red flags:
- Related party transactions: None disclosed for directors/officers >$120k since Jan 1, 2024 .
- Legal/SEC matters: None disclosed for directors under Item 401(f) .
- Section 16 compliance: Company noted late filings for several insiders in 2024; Ellingson not among late filers listed .
- Change-in-control terms: Director RSUs accelerate upon CoC (effective 2026 policy). No tax gross-ups under Sections 4999/409A for directors or executives .
Compensation Committee Analysis
- Composition: In 2024, DuRoss (Chair), Ellingson, Moore, and Schick (through Aug 1, 2024); all independent. In 2025, DuRoss (Chair), Ellingson, Hunt, Moore .
- Consultant: FW Cook engaged; committee periodically reviews non-employee director compensation .
- Interlocks: None .
- Say-on-Pay context (executive program): 82.4% approval for FY2023 executive compensation—supports overall governance credibility; committee considers stockholder advisory vote .
RED FLAGS
- Annual Meeting attendance: Ellingson did not attend the 2024 Annual Meeting; while no formal policy requires attendance, investors may view this as lower engagement relative to peers who attend .
- Guaranteed pay uptick: Policy effective 2026 increases cash retainers; monitor director pay mix evolution versus performance alignment .
Overall: Ellingson brings deep medtech strategy and capital markets expertise, is independent, actively engaged on key committees, and shows equity alignment via RSUs and share ownership. No material conflicts or related-party exposures are disclosed; governance processes (audit oversight, compensation consultant use) are in place, with one engagement watchpoint around annual meeting attendance .