LaVerne Council
CONMEDAbout LaVerne Council
Independent director of CONMED (CNMD) since 2019; age 63. CEO of Emerald One, LLC; former National Managing Principal, Enterprise Technology Strategy & Innovation at Grant Thornton; former Assistant Secretary for Information & Technology and CIO for the U.S. Department of Veterans Affairs; former Corporate VP and Global CIO at Johnson & Johnson; held senior IT roles at Dell. Holds an MBA (Illinois State), BBA (Western Illinois), and an honorary DBA (Drexel). Managed technology and operations budgets up to $4.5 billion per year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Veterans Affairs | Assistant Secretary for Information & Technology; CIO | 2015–2017 | Led federal IT transformation; enterprise oversight |
| Johnson & Johnson | Corporate VP; Global CIO | 2006–2011 | Global IT leadership across J&J divisions |
| Dell, Inc. | Global VP, IT (Global Business Solutions & Development Services) | Pre-2006 (roles of increasing responsibility) | Enterprise systems; development services leadership |
| Grant Thornton LLP | National Managing Principal, Enterprise Technology Strategy & Innovation | Dec 2017–Nov 2019 | Digital strategy; innovation governance |
| MITRE Corporation | Senior VP & General Manager | 2017–2018 | Technology program leadership |
| Council Advisory Services, LLC | CEO | 2012–2015 | Advisory services; digital transformation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Concentrix (NASDAQ: CNXC) | Director | Current | Audit; Compensation |
| Thomson Reuters (NYSE: TRI) | Director | Current | Audit; Risk |
| Girl Up (UN Foundation) | Global Board | Current | Governance/advocacy (global board) |
Board Governance
- CNMD committees: Compensation Committee member and Strategy Committee member (not chair) .
- Independence: Board determined Council has no material relationship with CNMD and is NYSE-independent; all standing committees are 100% independent .
- Attendance and engagement: Board met 8 times in 2024; each director attended all meetings. Compensation Committee met 6 times; Strategy Committee met 2 times—“all active members attended every meeting,” implying full attendance by Council on her committees .
- Executive sessions: Independent directors meet in executive session during each Board meeting .
- Related-party oversight: Audit Committee pre-approves related-party transactions and sets procedures; no related-party transactions disclosed involving Council .
- Leadership context: Chair role separated from CEO as of Oct 31, 2024 to strengthen independent oversight .
Fixed Compensation (Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $70,000 | Paid quarterly |
| Committee chair fees | Audit: $30,000; Governance/Compensation: $17,500; Strategy: $15,000 | Not applicable to Council (not a chair) |
| Committee member fees | Audit: $15,000; Governance/Compensation: $8,750; Strategy: $7,500 | Council is Compensation and Strategy member |
| 2024 Fees Earned (Council) | $91,877 | Reflects member assignments; no Special Committee fees to Council |
Performance Compensation (Equity – Alignment Instruments)
| Metric | 2024 Grant | Vesting | 2024 Reported Fair Value |
|---|---|---|---|
| RSUs (Council) | 479 units | Cliff vest on June 3, 2025 | $36,969 |
| Stock Options (Council) | 5,503 options | Cliff vest on June 3, 2025 | $147,976 |
| Annual director equity mix | ~20% RSUs / 80% options | One-year minimum vesting | Target ~$185,000; mix unchanged for 2025 |
| Total 2024 compensation (Council) | — | — | Cash: $91,877; Equity total: $184,945; Total: $276,822 |
- Equity plan safeguards: Hedging and pledging prohibited; minimum vesting ≥12 months; no option/SAR repricing without shareholder approval; non-employee director annual grant cap $400,000; change-of-control provisions provide full vesting for non-employee director Awards .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Concentrix; Thomson Reuters | None reported with CNMD suppliers/customers | No Compensation Committee interlocks in 2024; Council not an officer/employee of CNMD |
Expertise & Qualifications
- Global CIO/IT operations leadership across healthcare and technology; managed budgets up to $4.5B annually .
- Cybersecurity, enterprise risk, and digital transformation expertise; audit and risk oversight experience via external boards .
- Public-sector leadership (VA CIO) and private-sector blue-chip governance (J&J, Dell) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 3,569 | As of March 24, 2025 |
| Shares vesting/exercisable in 60 days | 9,974 | As of March 24, 2025 |
| Total beneficial ownership | 13,543 | <1% of shares outstanding |
| Options/RSUs outstanding | Options: 15,477; RSUs: 479 | As of Dec 31, 2024 |
| Ownership guidelines | 4× annual board retainer; compliance within 5 years; retention requirements until met | All non-employee directors in compliance as of Dec 31, 2024; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness: Independent; strong committee structure; full attendance; executive sessions at each meeting—supports robust oversight .
- Compensation alignment: Director pay is balanced between cash retainers and equity with minimum vesting and anti-hedging/pledging policies; no repricing without shareholder approval—shareholder-friendly design .
- Incentive quality: Director equity is time-vested (RSUs/options); focuses on long-term alignment rather than short-term metrics—appropriate for non-executive oversight .
- Ownership alignment: Council holds stock and outstanding Awards; adheres to ownership guidelines and prohibitions against hedging/pledging .
- Conflicts/related-party exposure: None disclosed for Council; Audit Committee policy pre-approves and monitors related-party transactions .
- Shareholder signals: 2024 Say-on-Pay approval at 96.2% indicates investor support for compensation governance broadly (NEOs), reinforcing governance credibility of compensation oversight committees that include Council .
RED FLAGS
- None observed in filings regarding related-party transactions, hedging/pledging, delinquent Section 16 filings, or committee interlocks for Council .