Lynnette Fallon
About Lynnette C. Fallon
Independent director at ClearPoint Neuro (joined July 2021), Ms. Fallon is a seasoned legal and HR executive with 20+ years at Axcelis Technologies, most recently EVP, HR/Legal and previously General Counsel and Secretary; she now serves as Senior Advisor at Axcelis (since Feb 2025). She holds a J.D., cum laude, from Boston University School of Law and a B.A. from Vassar College, and is age 65 per the 2025 proxy biography . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcelis Technologies (Nasdaq: ACLS) | EVP, HR/Legal; General Counsel & Secretary | EVP HR/Legal May 2005–Feb 2025; GC & Secretary 2001–Dec 2024 | Executive team leadership across business development, investor relations, M&A, risk, and executive compensation |
| Palmer & Dodge LLP (Boston) | Partner; previously Associate | Associate 1987–1992; Partner 1992–2001 | Head of business law department for three years; extensive biotech client work |
| Wall Street boutique firm | Associate (M&A/financing) | Began 1984 | Tax-driven LBOs, VC and PE transactions |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Axcelis Technologies | Senior Advisor | Feb 2025 | Semiconductor capital equipment; advisory role post long-tenured executive service |
No other public company directorships are disclosed in CLPT’s proxy biography for Ms. Fallon .
Board Governance
- Committee assignments:
- Audit Committee: Chair (members: Fallon, R. J. Fletcher, P. Girin). Board-designated audit committee financial expert is Mr. Fletcher .
- Corporate Governance & Nominating Committee: Member (committee chaired by T. Richards; members include Richards, Fletcher, Fallon) .
- Independence: Board determined Ms. Fallon is independent under Nasdaq Rule 5605; six of eight nominees, including Fallon, are independent .
- Attendance and engagement:
- Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings during their service period in 2024 .
- Committee activity in 2024: Audit (5 meetings), Compensation (4), Corporate Governance & Nominating (5) .
- Say-on-Pay context: 2024 say‑on‑pay support was ~95% of votes cast, indicating broad shareholder alignment on compensation; advisory and non-binding .
Fixed Compensation
| Component (Non-Employee Director Plan) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer (director) | $40,000 | Standard retainer, paid quarterly |
| Audit Committee Chair retainer | $20,000 | For chairing Audit Committee |
| Corporate Governance & Nominating Committee member retainer | $7,500 | For committee membership (non-chair) |
| Cash fees actually paid to Fallon (2024) | $67,500 | Matches plan components above |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSU (annual director grant) | May 16, 2024 | 21,093 | $134,995 | Vests on the earlier of 1st anniversary or the day immediately preceding the next annual meeting (Company closing price $6.40 on grant date) |
Directors who serve on the day after each annual meeting receive an RSU valued at $135,000 with one-year vest timing to the next meeting; new directors receive the same on-boarding RSU with first‑anniversary vest .
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Interlocks / related parties | No related-party transactions disclosed involving Ms. Fallon; Audit Committee (which she chairs) reviews and approves related person transactions under a formal policy . |
| Designated directors | PTC Therapeutics has a Board designation right (Dr. Matthew Klein is designee); unrelated to Ms. Fallon . |
Expertise & Qualifications
- Legal, HR and governance expertise: multi-decade GC/EVP HR leadership with broad scope across M&A, public offerings, executive compensation, risk management, and global compliance .
- Education: J.D., cum laude (Boston University), B.A. with honors (Vassar College), Phi Beta Kappa .
- Governance: Chairs Audit Committee; Board independence affirmed .
Equity Ownership
| As of Record Date (Mar 24, 2025) | Shares Beneficially Owned | % of Outstanding | Methodology Notes |
|---|---|---|---|
| Lynnette C. Fallon | 64,452 | <1% | Beneficial ownership per SEC rules includes securities exercisable/vesting within 60 days; total shares outstanding 27,979,560 . |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 400% of the annual base retainer (excl. committee retainers), with compliance required by the later of adoption (June 2021) or five years from Board appointment; CG&N committee monitors compliance .
- Insider trading/hedging: Policy prohibits short sales and purchasing/selling puts or calls on Company stock .
Recent Insider Transactions (Signals and Alignment)
| Date (Form 4) | Transaction | Shares | Price | Purpose/Result |
|---|---|---|---|---|
| May 16, 2025 (filed May 19, 2025) | RSU settlement into common stock | 21,093 | N/A | Settlement of 5/16/2024 RSU grant at scheduled vest; confirmatory entry of director equity conversion |
| June 3, 2025 (filed June 5, 2025) | Open market sale | 10,200 | $12.57 (WASP) | Sale to cover taxes on vesting; filing shows this was tax-related; reported holdings updated thereafter |
Governance Assessment
-
Strengths
- Independent director chairing Audit Committee, with active committee cadence (Audit met 5x in 2024); Board has designated an audit committee financial expert (Fletcher), supporting oversight depth .
- Attendance threshold met alongside full Board (≥75%); Board met five times in 2024, indicating regular oversight .
- Director compensation structure is balanced: modest cash retainers augmented by one-year RSUs aligned to annual meeting cycle; stock ownership guideline at 4x base retainer promotes alignment .
- No legal proceedings disclosed for any director; formal related-party review policy sits under Audit Committee oversight (which she chairs) .
- Shareholder support for executive pay was high in 2024 (95%), a positive sentiment signal for governance and compensation philosophy .
-
Watch items / potential risks
- Audit Chair is not the designated audit committee financial expert (that designation is to another member), which is acceptable under rules but worth noting for skill dispersion on the committee .
- Insider sale in June 2025 was tax‑related to RSU vesting (routine), not discretionary selling; continue to monitor for any pattern of discretionary sales that could affect alignment .
Overall signal: Governance profile shows independence, meaningful committee leadership, and standard, time‑based equity with ownership guidelines—supportive of investor confidence. No related-party exposures or attendance concerns are disclosed .