Anne McGeorge
About Anne McGeorge
Independent Class II director (term ends 2026). Audit committee financial expert with 35+ years in healthcare audit/advisory; former Managing Partner, Grant Thornton Health Care Industry Practice. Education: B.B.A., College of William & Mary; M.S. Accounting/Taxation, University of Virginia. Age 64 as of April 10, 2025; served on Magenta Therapeutics’ board since 2019 and continued on DNTH’s board post-merger (Sept 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Managing Partner, Health Care Industry Practice; Global Managing Partner, Health Care Industry (GT Intl) | 2006–2017 (Managing Partner); 2015–2017 (Global Managing Partner) | Led healthcare audit/advisory practice; deep financial controls expertise |
| Deloitte & Touche LLP | Partner | 2002–2005 | Audit leadership in healthcare |
| Arthur Andersen LLP | Partner | 1997–2002 | Healthcare audit leadership |
| University of North Carolina at Chapel Hill | Adjunct Faculty | Since Aug 2005 | Academic engagement in accounting/healthcare |
External Roles
| Organization | Role | Public/Private | Committee Roles |
|---|---|---|---|
| The Oncology Institute, Inc. (NASDAQ: TOI) | Director | Public | Audit Committee Chair; Compensation Committee member |
| CitiusTech | Director | Private | Audit Committee Chair |
| Nimbus Therapeutics, LLC | Director | Private | Audit Committee Chair |
| CLEAR Insurance (Cayman captive) | Director | Private | Not disclosed |
| National Marrow Donor Program (Be The Match) | Director | Non-profit | Not disclosed |
| William & Mary Raymond Mason School of Business Foundation | Director | Foundation | Not disclosed |
| FCA Healthcare Innovations (formerly Dioko Ventures) | Advisory Board | VC | Not disclosed |
Board Governance
- Independence: Board determined all directors other than the CEO are independent (includes McGeorge) .
- Committee assignments (DNTH): Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit Committee composition and expertise: McGeorge (Chair), Lawton, Soteropoulos; McGeorge and Soteropoulos designated “audit committee financial experts” .
- Meetings and attendance (FY2024): Board met 7 times; Audit 5; Compensation 6; Nominating 3; Science & Technology 4; each director attended ≥75% of applicable meetings; non-employee directors held executive sessions at each regular meeting .
- Board leadership: Independent Chair (Alison Lawton); regular executive sessions of independent directors .
Fixed Compensation
| Year | Cash Retainers/Fees ($) | Option Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| 2024 | 56,000 | 182,408 | 238,408 |
| 2023 | 68,252 | 54,628 | 122,880 |
Director program highlights (2024):
- Annual cash retainers: Board $40,000; Audit Committee $7,500 (Chair $15,000); Compensation Committee $5,000 (Chair $10,000); Nominating & Governance $4,000 (Chair $8,000); Science & Technology $5,000 (Chair $10,000) .
- Annual equity grant: 11,000 options, one-year cliff vesting at next annual meeting/1-year anniversary .
- Initial equity on appointment: 22,000 options, vesting over three years .
Implication: 2024 mix skewed more to equity vs 2023, reflecting higher annual grant size and valuation post plan amendments and financing .
Performance Compensation
| Component | Structure | Vesting/Terms |
|---|---|---|
| Annual director equity | Non-qualified stock options | 11,000 options granted May 23, 2024; vest on earlier of 2025 annual meeting or May 23, 2025 |
| Initial director equity (when appointed) | Non-qualified stock options | 22,000 options, vest in equal installments on 1st/2nd/3rd anniversaries |
| Performance metrics | None for directors | Director equity is time-based; no TSR/financial/ESG measures disclosed for directors |
| Clawback/recoupment | Company Rule 10D-1 Clawback Policy; plan awards subject to clawback | Clawback applies upon restatements; plan explicitly subjects awards to clawback policy |
Other Directorships & Interlocks
| Company | Overlap/Interlock with DNTH | Notes |
|---|---|---|
| The Oncology Institute (TOI) | None disclosed | Healthcare services; McGeorge chairs TOI Audit; member of TOI Comp. No DNTH-related transactions disclosed - |
| Private boards (CitiusTech, Nimbus, CLEAR, NMDP, W&M Foundation) | None disclosed | No DNTH related-party transactions involving McGeorge disclosed - |
No related-party transactions naming Ms. McGeorge are disclosed; related-party items involve Zenas/Tenacia and certain investors (Fairmount, Tellus, Bain) and do not reference McGeorge .
Expertise & Qualifications
- Audit/financial expert (Item 407(d)(5) “audit committee financial expert”) .
- 35+ years advising healthcare organizations on audit/financial matters; Big Four and top-6 firm partner tenure .
- Multi-board governance experience, including chairing audit committees (TOI, CitiusTech, Nimbus) .
- Academic involvement (UNC adjunct) indicating engagement with evolving standards .
Equity Ownership
| Holder | Total Beneficial Ownership | Components | % of Outstanding | Pledging/Hedging |
|---|---|---|---|---|
| Anne McGeorge | 23,298 options exercisable within 60 days (as of Mar 31, 2025) | Options to purchase 23,298 shares; common shares not separately listed for McGeorge in table | <1% | Company policy prohibits pledging and hedging by directors/executives |
As of Dec 31, 2024, she held 23,298 outstanding options (aggregate; vested/unvested not broken out in proxy) .
Say‑on‑Pay & Shareholder Feedback (Context)
| Item (2024 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 22,996,759 | 26,822 | 8,360 | 1,037,157 |
| Frequency of say‑on‑pay | 23,013,323 (1 yr) | 1,038 (2 yr) | 12,340 (3 yr) | 5,240 |
High say‑on‑pay support suggests no broad shareholder concern over compensation practices during 2024 .
Governance Assessment
-
Strengths
- Independent, financially sophisticated director; designated audit committee financial expert; chairs DNTH Audit Committee, enhancing financial oversight .
- Robust engagement: serves on Audit and Nominating committees; Board/committee attendance threshold met (≥75% for all directors) with regular executive sessions of independents .
- Alignment and risk controls: director equity vests time‑based; company prohibits pledging/hedging; clawback policy in place; awards subject to clawback .
- External audit leadership (TOI Audit Chair) brings cross‑industry insight; within Nasdaq limits for audit committee memberships (two public audit committees) .
-
Watch‑items
- Time commitments across multiple boards (public and private) could strain bandwidth; however no attendance shortfall disclosed and committee workloads quantified .
- Equity ownership at DNTH is modest (<1% beneficial ownership via options), typical for small/mid-cap biotech boards; no director ownership guidelines disclosed in proxy .
-
Red Flags
- None disclosed specific to McGeorge: no related‑party transactions naming her; no hedging/pledging; no attendance issues reported - .
Overall, McGeorge enhances board effectiveness on audit and governance with deep healthcare finance expertise and clean conflict profile, supporting investor confidence in DNTH’s financial oversight .