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Claudia N. Drayton

Director at 3D SYSTEMS3D SYSTEMS
Board

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

OrganizationRoleTenureCommittees/Impact
Quantum‑Si (NASDAQ: QSI)Chief Financial OfficerApr 2021 – Jun 2023Public company CFO; SEC reporting, controls; life sciences tools
CHF Solutions/NuwellisChief Financial OfficerJan 2015 – Apr 2021Transition from R&D to commercial-stage; finance leadership
Medtronic plcSenior Finance leadership; CFO of Peripheral Vascular; CFO of Integrated Health Solutions; Expat assignment in Europe~15 yearsProfitability management, M&A, integration; global operations
Arthur Andersen LLPAudit & Business Advisory ManagerPrior to MedtronicPublic accounting foundation

External Roles

OrganizationRoleTenureNotes
Brookdale Senior Living Inc.DirectorCurrent (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:

Component20232024
Fees Earned or Paid in Cash ($)$68,113 $78,207
Stock Awards ($)$150,000 $135,000
Stock Award Shares and Grant Detail18,094 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 MetricWeightMeasurementResult
Not applicable to director compensationDirector stock awards fully vested at grant; no performance conditionsN/A

Other Directorships & Interlocks

CompanyRelationship to DDDPotential Interlock/Conflict
Brookdale Senior Living Inc.No disclosed transactions with DDDNone 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 DateTotal Beneficial Ownership (Shares)Direct OwnershipDeferred SharesOwnership %
Mar 18, 202599,569 27,438 72,131 <1%
Jul 2, 202436,485 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.