Gwenael Rouy-Poirier
About Gwenaël Rouy-Poirier
Gwenaël Rouy-Poirier (age 51) is an independent director of CODA, elected in April 2024; he brings 27+ years of finance leadership across aerospace, defense, and medtech and holds a Master of Management in Corporate Finance from EDHEC and a Bachelor in Mathematics from Lycée Victor Duruy . He has served as CFO at GKN Aerospace, Nobel Biocare Systems, and SHL Medical, and currently advises companies as an independent consultant; he joined CODA’s board following expansion to seven seats and received a time-based equity inducement grant that vested on the first anniversary of his election . His tenure at CODA spans April 2024–present; the Board deems him independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GKN Aerospace | Chief Financial Officer | Apr 2021 – Dec 2022 | Led profitability roadmap and efficiency initiatives |
| SHL Medical (Scandinavian Health Ltd.) | Interim Chief Financial Officer | May 2023 – Dec 2023 | Private, PE-backed medtech; device manufacturing; interim stabilization role |
| Nobel Biocare Systems | Chief Financial Officer | 2019 – 2021 | Premium dental implant/digital technologies; finance leadership |
| Honeywell (Aerospace, HBT, Specialty Materials) | Finance leadership roles | Prior years (various) | Multi-division finance experience in aerospace and industrials |
| L’Oréal | Finance role | Prior years | Consumer sector finance experience |
| Arthur Andersen | Early career | Prior years | Audit/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent consultant (Aerospace & Defense) | Consultant | Jan 2024 – present | Switzerland-based; advises sector companies |
| Other public company directorships | — | — | None disclosed in CODA filings |
Board Governance
- Independence: Independent under NASDAQ standards; CODA’s only non-independent directors are the CEO (Annmarie Gayle) and Dr. McFadzean .
- Committees (FY 2024/2025 service):
- Audit Committee member; Audit met 4x in FY 2024; chair is Michael Hamilton; all members deemed independent and Hamilton designated “financial expert” .
- Compensation Committee member; Compensation met 4x in FY 2024; chair is Michael Hamilton; all members independent .
- Nominating & Governance Committee member; Nominating met 3x in FY 2024; all members independent .
- Attendance: Board met 4x in FY 2024 with 4 unanimous written consents; all directors attended all Board and their committee meetings .
- Board leadership: Combined Chair/CEO; no designated Lead Independent Director; board monitors structure .
Fixed Compensation
| Period | Cash Retainer/Fees ($) | Meeting Fees ($) | Committee Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| FY 2024 | 27,083 | — | — | 27,083 |
Notes: CODA reports “Fees Earned or Paid in Cash” for directors; no separate meeting or committee fees are disclosed for Rouy-Poirier in FY 2024 .
Performance Compensation
| Period | Award Type | Grant Date | Shares / Units | Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| Apr 2024 (inducement) | Common stock (time-based) | Apr 10–15, 2024 | 7,898 shares | — | 100% on Apr 15, 2025 | None (time-based) |
| FY 2024 | Stock Awards (Director) | — | — | 50,000 | Not specified | Not specified |
Notes: The inducement grant is separate from annual director stock awards and vests one year after election; CODA does not disclose a fair value for the inducement in the 8-K, and the FY 2024 director stock award for Rouy-Poirier is reported as $50,000 without detailed grant-date terms in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| None disclosed | — | — | None disclosed in CODA filings |
Expertise & Qualifications
- Finance leadership across aerospace, defense, and medtech; former CFO at GKN Aerospace (Tier-1 supplier), Nobel Biocare Systems, and SHL Medical .
- Education: Master of Management in Corporate Finance (EDHEC), Bachelor in Mathematics (Lycée Victor Duruy) .
- Global operating exposure across Europe, Asia, US, and UK; ties to defense industry .
Equity Ownership
| Snapshot Date | Total Beneficial Ownership (shares) | Ownership % | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Aug 12, 2024 (record date July 30, 2024) | 0 (does not include 7,898 unvested) | <1% | Unvested: 7,898 vesting 4/15/2025 | None disclosed |
| Aug 1, 2025 (record date July 30, 2025) | 7,898 | <1% | Vested: 7,898; Unvested: 0 | None disclosed |
Governance Assessment
- Strengths: Full attendance; multi-committee engagement (Audit, Compensation, Nominating), independence, and relevant finance/defense expertise; Audit oversight supported by designated “financial expert” chair .
- Alignment: Holds 7,898 shares post-vesting; received $50,000 in equity awards in FY 2024; the inducement grant was time-based, promoting retention alignment rather than discretionary cash .
- Shareholder signals: 2025 AGM results show strong support for directors and say-on-pay (e.g., Rouy-Poirier received 6,816,731 votes for with 277,062 withheld; say‑on‑pay garnered 7,016,633 for vs. 30,857 against) .
- Conflicts/related-party: Company reports no related-party transactions requiring disclosure; Section 16 compliance monitored with no late filings noted for FY 2024 .
- RED FLAGS: Structural governance—combined Chair/CEO with no Lead Independent Director; compensation details lack performance conditions for director equity (time-based vesting only) .
Additional context: Auditor ratification passed with broad support; CODA maintains a clawback policy aligned with Nasdaq Rule 5608 (primarily for covered executives) .
Board Governance (Detail)
| Committee | Role | Chair | Meetings (FY 2024) | Independence |
|---|---|---|---|---|
| Audit | Member | Michael Hamilton | 4 | All members independent; Hamilton is “financial expert” |
| Compensation | Member | Michael Hamilton | 4 | All members independent |
| Nominating & Governance | Member | — | 3 | All members independent |
Fixed Compensation (Director-Level)
| FY | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 27,083 |
Performance Compensation (Director-Level)
| FY | Stock Awards ($) | Notes |
|---|---|---|
| 2024 | 50,000 | Annual director equity; separate inducement grant of 7,898 shares with 1-year vest |
Say-on-Pay & Shareholder Feedback (AGM 2025)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Approval of NEO Compensation (Advisory) | 7,016,633 | 30,857 | 43,303 |
Director Election Results (AGM 2025)
| Nominee | For | Withheld |
|---|---|---|
| Gwenaël Rouy-Poirier | 6,816,731 | 277,062 |
Related-Party & Conflicts
- CODA reports “None that are required to be reported herein” for related person transactions in both 2024 and 2025 proxies; no loans or family relationships disclosed .
- Stock pledging/hedging: No disclosures of pledging for Rouy-Poirier; beneficial ownership tables and related-party sections do not indicate pledges .
Compensation Structure Analysis
- Mix: FY 2024 compensation consists of cash fees ($27,083) and equity ($50,000), indicating a meaningful equity component for alignment; no meeting or chair fees disclosed for him .
- Performance linkage: Director awards are time-based (inducement vest on first anniversary); CODA does not disclose performance metrics for director equity .
- Clawback: Policy adopted Sept 7, 2023, applies to covered executives under Nasdaq Rule 5608 and Exchange Act Rule 10D‑1; no director-specific clawback terms disclosed .
Expertise & Qualifications (Detail)
- Education: EDHEC (Master of Management in Corporate Finance); Lycée Victor Duruy (Bachelor in Mathematics) .
- Sector specialization: Aerospace/Defense finance leadership; Honeywell, GKN Aerospace; breadth across industrials and medtech .
- Geographic breadth: Experience across Asia, USA, UK, Europe; based in Switzerland .
Equity Ownership (Detail)
| Holder | Shares | Percent of Common Stock |
|---|---|---|
| Gwenaël Rouy-Poirier (Aug 1, 2025) | 7,898 | <1% |
| Gwenaël Rouy-Poirier (Aug 12, 2024) | 0 (note: 7,898 to vest 4/15/2025) | <1% |
Governance Summary for Investors
- Board effectiveness: Rouy-Poirier enhances financial oversight as a multi-committee independent director with full attendance; Audit Committee anchored by a designated financial expert chair .
- Confidence signals: Strong shareholder support in 2025 election and say-on-pay; balanced director pay with equity component; no related-party exposures disclosed .
- Watch items: Absence of Lead Independent Director with combined CEO/Chair role; director equity appears time-based without disclosed performance metrics—monitor for any evolution toward performance-conditioned director awards .