Amy M. Dodrill
About Amy M. Dodrill
Independent director of CTS since 2024; age 52 as of December 31, 2024. Former President, Global Surgical Solutions & Patient Support Systems at Baxter (NYSE: BAX) and previously senior roles at Hillrom and Trumpf Medical; serves on Procept BioRobotics (NASDAQ: PRCT) board (Audit and Compensation Committees). Classified independent; CTS holds executive sessions of independent directors after each Board meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baxter International | President, Global Surgical Solutions & Patient Support Systems | Until Oct 2022 | Led multi‑billion‑dollar businesses |
| Hillrom Holdings | President, Global Surgical; VP & GM, U.S. Surgical Division | Oct 2012–Dec 2021 | Hillrom acquired by Baxter in Dec 2021 |
| Trumpf Medical Surgical Solutions NA | VP & GM | Prior to Hillrom tenure | U.S. market leadership experience |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Procept BioRobotics (PRCT) | Director | Audit; Compensation | Urology surgical robotics; public company board experience |
Board Governance
- Committee assignments: Nominating, Governance & Sustainability (NG&S); Technology & Transactions (T&T) .
- Independence: All non‑management directors, including Ms. Dodrill, determined independent; no material relationship beyond board service .
- Attendance: Board held 5 meetings in 2024; all directors attended ≥75% of Board and committee meetings; independent director executive session after each Board meeting led by the Lead Independent Director .
- Stock ownership guidelines: Directors must hold 5.5× annual retainer; compliance window six years from election. Ms. Dodrill is still within her initial six‑year compliance period .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Nominating, Governance & Sustainability | Yes | No | 4 |
| Technology & Transactions | Yes | No | 3 |
| Audit | No | — | 8 |
| Compensation & Talent | No | — | 5 |
Fixed Compensation
| Component | Program Detail | Ms. Dodrill 2024 Actual |
|---|---|---|
| Base annual cash retainer | $70,000 (unchanged from 2023) | $62,636 (prorated from Feb 8, 2024 appointment) |
| Committee chair retainers | $20,000 (Audit, C&T); $15,000 (NG&S, T&T); Lead Independent Director $20,000 | $0 (not a chair; not Lead Independent Director) |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
Directors receive stock-based compensation via RSUs; grants generally vest after one year; distribution may be deferred. No options or performance-conditioned director awards outstanding beyond RSUs .
| Grant Date | Units | Grant Price / Fair Value Basis | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Feb 8, 2024 | 2,900 | $44.19 (closing price) | $125,464 | 1‑year; distributable upon vesting unless deferred |
| Nov 7, 2024 | 2,400 | $58.73 (closing price) | $140,952 | 1‑year; distributable upon vesting unless deferred |
| Total 2024 stock awards | — | — | $269,103 | — |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict View |
|---|---|---|---|
| Procept BioRobotics (PRCT) | MedTech (urology robotics) | Director; Audit & Compensation committees | No related‑party transactions disclosed by CTS; NG&S Committee oversees director conflicts . Independence affirmed for all non‑management directors . Monitor any future CTS–PRCT commercial dealings as standard governance practice. |
Expertise & Qualifications
- Accounting/Audit; Corporate Governance/Ethics
- Executive leadership of global businesses; Operations
- Financial literacy; HR/Compensation
- Industry/end‑market experience (medical devices); International business
- Leadership & strategy; M&A; Risk management
- Public company board experience; Technology
Equity Ownership
| Holder | Common Stock Beneficially Owned | Directors’ Deferred Common Stock Units | Total Units | % of Class |
|---|---|---|---|---|
| Amy M. Dodrill | — | 2,900 | 2,900 | * (<1%) |
- Hedging/pledging: CTS prohibits hedging/monetization and pledging; no director or executive officer has pledged CTS shares .
- Ownership alignment: Directors must hold 5.5× annual retainer; six‑year compliance period. Ms. Dodrill is within the initial compliance window (joined 2024) .
Governance Assessment
- Strengths: Independent status; active participation on NG&S and T&T committees tied to board succession, ESG oversight, tech strategy, and M&A screening; ≥75% attendance; robust anti‑hedging/pledging and clawback policies; strong director equity alignment via RSUs; executive sessions each Board meeting .
- Compensation governance: Comp & Talent Committee uses independent consultant (Exequity); independence assessed and no conflicts identified .
- Shareholder signals: Say‑on‑Pay support >97% at 2024 meeting, indicating broad investor confidence in compensation governance framework (context for overall governance quality) .
- Watch items (not red flags): Early tenure means current ownership below guideline but within permitted six‑year ramp; external PRCT directorship in medtech adjacent to CTS end‑markets warrants routine monitoring for transactional overlaps—no related‑party transactions disclosed; conflict review process in place under NG&S .
RED FLAGS: None disclosed for Ms. Dodrill in the 2025 proxy; no related‑party transactions, pledging, or attendance shortfalls reported .