Rebecca Seidel
ClearfieldAbout Rebecca Seidel
Rebecca Seidel was appointed to Clearfield’s Board of Directors effective December 10, 2025, with committee assignments to the Audit Committee and Compensation Committee . She is Senior Vice President and President of Cardiac Ablation Solutions at Medtronic plc, overseeing a ~$1 billion business, and holds a B.S. in Electrical Engineering (Milwaukee School of Engineering) and an M.S. in Information Technology (Capella University) . Her credentials include leading four acquisitions totaling nearly $2 billion in investment and transforming the business to multiple product lines with next‑generation launches and double‑digit growth; she received the Milwaukee School of Engineering “Wall of Distinction Award” in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc (NYSE: MDT) | SVP & President, Cardiac Ablation Solutions | Current | Overall responsibility for $1B business; led acquisition/integration of 4 companies ($2B investment); transformed from single‑product to multi‑product growth engine; scaled operations; delivered multiple groundbreaking product launches; advanced markets to double‑digit growth . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Milwaukee School of Engineering | Wall of Distinction Awardee | 2025 | Recognition for leadership and impact . |
| Other public company directorships | None disclosed | — | No other public boards noted in CLFD’s 8‑K announcement for Seidel . |
Board Governance
- Committee assignments: Audit Committee; Compensation Committee, effective Dec 10, 2025 .
- Committee independence: Clearfield’s committee charters require independent directors; Audit and Compensation Committees are composed of independent members under Nasdaq and SEC rules .
- Independence status: Not separately stated for Seidel in the 8‑K; her Audit Committee appointment is consistent with independence requirements .
- Attendance: Newly appointed—no attendance data yet; Board met 10 times in fiscal 2024 and all then‑serving nominees attended ≥75% of meetings .
- Board diversity and refreshment: Four new independent directors added in three years as part of planned succession and refresh; two retirements (Hayssen, Hayward) announced for early 2026 .
Fixed Compensation
Standard non‑employee director compensation at Clearfield (effective from the 2025 Annual Meeting):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Increased from $40,000 effective as of the 2025 Annual Meeting . |
| Annual Equity Grant (restricted stock) | $80,000 | Increased from $60,000; grant made first day following the Annual Meeting; shares determined by dividing value by FMV and rounding down . |
| Chair Retainer (Board/Committee) | $10,000 each | Board Chair, Audit Chair, Compensation Chair, Nominating & Corporate Governance Chair . |
Historical practice for vesting of non‑employee director equity grants:
- 2024: 2,039 restricted shares granted; restrictions lapse one day prior to the 2025 Annual Meeting .
- 2023: 974 restricted shares granted; restrictions lapse one day prior to the 2024 Annual Meeting .
Performance Compensation
Clearfield does not disclose performance‑conditioned compensation for non‑employee directors; director equity grants are time‑based restricted stock and vest prior to the next Annual Meeting.
| Metric | 2023 Practice | 2024 Practice |
|---|---|---|
| Director Equity Grant (shares; vesting) | 974 RS; vest one day prior to 2024 Annual Meeting | 2,039 RS; vest one day prior to 2025 Annual Meeting |
Other Directorships & Interlocks
- Public company boards for Seidel: None disclosed in CLFD filings; primary role is Medtronic business unit leadership (not a board seat) .
- Interlocks/conflicts: No related‑party transactions involving Seidel are disclosed; Clearfield reports no related‑party transactions ≥$120,000 since FY2024 other than compensation to a non‑executive employee related to the CEO/COO’s family (Andre Hill) .
Expertise & Qualifications
- Deep operating and P&L leadership in MedTech with electrical engineering foundation; led ~$2B of M&A and complex integrations .
- Strategic transformation and scaling production; multi‑product innovation and market creation driving double‑digit growth .
- Recognized with a 2025 Wall of Distinction Award (MSOE), indicating industry and community leadership .
- Committee‑relevant skills: financial discipline and oversight experience aligning with Audit/Compensation Committee service .
Equity Ownership
Stock ownership guidelines (directors and executives):
| Position | Guideline |
|---|---|
| Non‑Employee Directors | Hold Clearfield stock equal to 5x annual cash retainer; 5‑year compliance window; retain 50% of net shares from option exercises/vesting if below guideline . |
| Executives (for context) | CEO 6x, COO 4x, CFO 4x salary . |
Compliance timing: Newly elected directors have five years from election to meet guidelines .
Governance Assessment
- Strengths: Adds a seasoned operator with M&A, scaling, and innovation skills; placement on Audit and Compensation enhances board oversight capacity; Clearfield’s policies feature no hedging or pledging and robust clawback standards, reinforcing alignment and risk controls .
- Pay alignment: Director pay increased to median‑aligned retainer/equity in 2025, improving board competitiveness while maintaining straightforward, time‑based equity; no director performance metrics—reduces risk of misaligned incentives .
- Independence/overboarding: Committee charters require independence; Clearfield’s over‑boarding policy (limits by role) supports engagement quality; Seidel’s new appointment appears consistent with these standards .
- RED FLAGS: None disclosed specific to Seidel—no related‑party transactions, hedging/pledging prohibited; monitor for potential industry conflicts (Medtronic vs. CLFD suppliers/customers—no link disclosed) and future attendance/ownership guideline progress .