Claudia N. Drayton
About Claudia N. Drayton
Independent director at 3D Systems (DDD) since 2021; age 57 as of the 2025 proxy. Former CFO of Quantum‑Si (Apr 2021–Jun 2023) and CHF Solutions/Nuwellis (Jan 2015–Apr 2021) with a 15‑year finance leadership career at Medtronic; NACD Directorship Certified. Education includes an MBA (University of Minnesota Carlson) and BS (University of Mary Hardin‑Baylor); CPA (inactive). Her board skills emphasize financial expertise and healthcare/biotech industry experience, with service on 3D Systems’ Audit and Compensation committees (Audit Chair in 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum‑Si (NASDAQ: QSI) | Chief Financial Officer | Apr 2021 – Jun 2023 | Public company CFO; SEC reporting, controls; life sciences tools |
| CHF Solutions/Nuwellis | Chief Financial Officer | Jan 2015 – Apr 2021 | Transition from R&D to commercial-stage; finance leadership |
| Medtronic plc | Senior Finance leadership; CFO of Peripheral Vascular; CFO of Integrated Health Solutions; Expat assignment in Europe | ~15 years | Profitability management, M&A, integration; global operations |
| Arthur Andersen LLP | Audit & Business Advisory Manager | Prior to Medtronic | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brookdale Senior Living Inc. | Director | Current (as disclosed) | Other current public directorship |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; no material relationships disclosed.
- Committees (2025): Audit Committee Chair (Audit Financial Expert); Compensation Committee member. Audit met 8 times in 2024 with private sessions at most meetings; Compensation met 6 times.
- Committees (2024): Audit Committee member (Audit Financial Expert); Corporate Governance & Sustainability Committee member.
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings; Board held 5 meetings and independent director executive sessions at least quarterly.
- Board leadership: Independent Chair (Charles G. McClure Jr.); CEO not independent.
- Governance practices: Annual Board/committee self-evaluations; Related Party Transaction Policy with pre‑approval thresholds and independence safeguards.
Fixed Compensation
Director-specific cash and equity received:
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $68,113 | $78,207 |
| Stock Awards ($) | $150,000 | $135,000 |
| Stock Award Shares and Grant Detail | 18,094 shares at $8.29 on May 16, 2023 | 63,084 shares at $2.14 on Aug 30, 2024 |
| Total ($) | $218,113 | $213,207 |
Director fee policy and 2025 change:
- Standard retainers (as of Oct 1, 2024 adjustment): Board member $50,000; Audit Chair $30,000 / member $15,000; Compensation Chair $30,000 / member $15,000; CCGS Chair $30,000 / member $15,000; Technology Applications Chair $30,000 / member $15,000.
- Annual director equity grants: Typically immediately vested stock of $150,000; Board approved a one-time reduction to $135,000 at the 2024 meeting.
- 2025 Annual equity/comp change: Equity portion reduced to $50,000 stock plus up to $100,000 cash due to depressed share price; cash retainers unchanged.
Performance Compensation
Directors do not receive performance-based pay at DDD; annual equity grants for non‑employee directors are fully vested at grant; no options or PSUs tied to director performance.
| Performance Metric | Weight | Measurement | Result |
|---|---|---|---|
| Not applicable to director compensation | — | Director stock awards fully vested at grant; no performance conditions | N/A |
Other Directorships & Interlocks
| Company | Relationship to DDD | Potential Interlock/Conflict |
|---|---|---|
| Brookdale Senior Living Inc. | No disclosed transactions with DDD | None disclosed in DDD filings |
- Related party and conflicts: No Item 404(a) related-party disclosures tied to Drayton at appointment; independence affirmed annually.
- Company-level related party (context): 2025 Board approved a $1 million film financing with an entity co‑owned by founder Chuck Hull; not related to Drayton.
Expertise & Qualifications
- Financial Expertise: Designated Audit Committee Financial Expert.
- Industry Experience: Healthcare and biotechnology finance; Medtech operations, M&A, integration.
- Certifications: NACD Directorship Certified; CPA (inactive).
- Education: MBA (Univ. of Minnesota Carlson), BS (Univ. of Mary Hardin‑Baylor).
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | Direct Ownership | Deferred Shares | Ownership % |
|---|---|---|---|---|
| Mar 18, 2025 | 99,569 | 27,438 | 72,131 | <1% |
| Jul 2, 2024 | 36,485 | 27,438 | 9,047 | <1% |
- Director stock ownership guidelines: Minimum value ≥5x annual cash retainer; directors must retain shares until guideline met; all directors comply or retain 50% of net shares until compliance.
- Hedging/Pledging: Prohibited for directors; pre‑clearance required for trades.
- Section 16 filings: No delinquent reports for 2024; 2023 delinquent filings involved other officers, not Drayton.
Governance Assessment
- Committee leadership: Elevation to Audit Committee Chair in 2025 strengthens financial oversight and signals trust in her audit and risk supervision capabilities.
- Independence and attendance: Independent status and ≥75% meeting attendance underpin board effectiveness and investor confidence.
- Compensation alignment: Director pay is modest and largely fixed, with equity grants immediately vested; 2025 shift to more cash at depressed share prices reduces dilution while maintaining compensation stability—generally shareholder‑friendly.
- Pay‑for‑performance environment (context): Say‑on‑pay support remained high—88% in 2024, with continued majority support in 2025 (55.49M for; 6.57M against; 0.41M abstentions)—suggesting alignment of executive pay frameworks; while not director‑specific, it reflects governance climate.
- RED FLAGS: None disclosed specific to Drayton (no related‑party transactions, no hedging/pledging, independent status maintained). Company‑level related‑party (film financing) does not implicate Drayton.