Andrea Walsh
About Andrea M. Walsh
Andrea M. Walsh is President & CEO of HealthPartners, a Minnesota-based integrated health system, and has served on Electromed’s board since 2020. She is 62, holds a BA in Business Administration & English from the University of Kansas and a JD from the University of Minnesota Law School, and brings 30+ years of healthcare leadership and legal experience to ELMD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HealthPartners, Inc. | President & CEO | 2017–present | Leads 28,000 staff; oversight of care delivery and health plan serving 1.3M patients and 1.7M members |
| HealthPartners, Inc. | Executive VP & Chief Marketing Officer | Apr 2002–May 2017 | Strategy and growth responsibilities in a highly regulated market |
| HealthPartners, Inc. | Senior VP & Corporate Counsel | 1994–1999 | Legal oversight and compliance foundation |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Curi | Director | Not disclosed | Listed as “Other Boards” in ELMD proxy |
| YMCA of the North | Director | Non-profit | Listed as “Other Boards” |
| Greater MSP | Director | Regional economic development | Listed as “Other Boards” |
| HealthPartners, Inc. | Director | Integrated health system | Listed as “Other Boards” |
Board Governance
- Independence: The Board determined Ms. Walsh is independent under NYSE American rules. HealthPartners (where she is CEO) and certain affiliates are ELMD customers; the Board reviewed these transactions and concluded they were arms-length, Walsh had no material interest, and amounts were significantly less than 1% of both companies’ annual revenues; thus not reasonably likely to impair independent judgment .
- Committee assignments: Audit Committee members are Stan K. Erickson (Chair), Gregory J. Fluet, and Kathleen A. Tune; Ms. Walsh is not listed on Audit. Membership of other committees is not individually disclosed in the proxy .
- Attendance/engagement: In fiscal 2025 the Board held 6 meetings; each director attended at least 75% of Board and committee meetings. All directors attended the November 15, 2024 annual meeting .
- Board leadership context: ELMD separates Chair and CEO roles (Chair: Kathleen S. Skarvan) and has a Lead Independent Director (Kathleen A. Tune) presiding over executive sessions to strengthen independent oversight .
Fixed Compensation
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash fees (earned) | $47,000 | $47,000 | Base board retainer plus committee/leadership fees as applicable per schedule |
| Annual equity grant (RSAs) | 3,000 shares; grant-date fair value $31,320 | 3,000 shares; grant-date fair value $92,340 | RSAs vest in full 6 months after grant |
| Total director compensation | $78,320 | $139,340 | Year-over-year increase driven by RSA fair value |
Director fee schedule (unchanged in FY2025): Board Member $35,000; Board Chair $30,000; Lead Independent Director $22,500; Audit Chair $15,000; Personnel & Compensation Chair $10,000; Nominating & Governance Chair $7,000; Finance & Strategy Chair $7,000; Audit Member $5,000; Personnel & Compensation Member $5,000; Nominating & Governance Member $2,000; Finance & Strategy Member $2,000; paid quarterly .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Dec 1, 2024 | Restricted Stock (Director annual grant) | 3,000 | Fully vests on 6-month anniversary of grant | $92,340 |
- No director options or performance-conditioned equity for directors are disclosed; the annual director equity is time-based RSAs that vest after six months .
- ELMD adopted a compensation recoupment policy (Rule 10D-1 compliant) applicable to covered executive officers; director-specific clawbacks not separately disclosed .
Other Directorships & Interlocks
| Entity | Relationship to ELMD | Exposure | Board Conclusion |
|---|---|---|---|
| HealthPartners, Inc. | Customer of ELMD | Amounts involved significantly <1% of both organizations’ annual revenues | Transactions arms-length; not likely to impair Walsh’s independence |
No other related-party transactions involving Ms. Walsh are disclosed in the proxy; a vendor arrangement exists with a >5% shareholder (Stephen H. Craney), monitored by the Audit Committee, but is unrelated to Ms. Walsh .
Expertise & Qualifications
- Strategic leadership of a large integrated health system (care delivery and insurance) in a regulated environment; leads 28,000 staff including 1,800 physicians and 900 APCs .
- Prior executive roles in marketing and corporate counsel (legal/compliance), strengthening oversight capabilities on governance and risk .
- Legal training (JD), business background (BA), and health system operations experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andrea M. Walsh | 15,000 | <1% (outstanding shares: 8,376,147 as of 9/17/2025) | No options listed; beneficial ownership table shows direct share count |
- Unvested director RSAs: FY2025 director RSAs vested six months post-grant; no unvested director RSAs outstanding at fiscal year-end .
- Hedging/pledging: Company policy prohibits pledging, short sales, and hedging of company stock by directors, officers, and employees (and their designees) .
Governance Assessment
- Strengths
- Independent director with deep healthcare system leadership and legal background, relevant to ELMD’s healthcare device market oversight .
- Board explicitly reviewed and cleared HealthPartners customer transactions for independence; exposure immaterial and arms-length .
- Consistent engagement: all directors met the ≥75% attendance threshold; attended 2024 annual meeting .
- Director equity aligns incentives via annual RSAs; hedging/pledging prohibitions support alignment .
- Watch items
- Committee assignment transparency: Audit membership is disclosed (Walsh not a member), but other committee memberships by director are not individually disclosed; investors may seek clarity on Walsh’s committee roles and workload .
- Related-party context: Continued monitoring of HealthPartners transactions prudent despite immateriality to safeguard perceived independence .
- Broader governance signals
- Say-on-pay support remained robust (≈91% approval in 2024), indicating general investor confidence in compensation governance, though this pertains to executives rather than directors .
- No use of external compensation consultants for executive or director pay; committees rely on management-provided market data—acceptable for a small-cap but can be scrutinized for independence of benchmarking .
RED FLAGS: None directly implicating Ms. Walsh. HealthPartners customer dealings are disclosed, arms-length, and immaterial; Audit Committee oversight and independence determination mitigate conflict risk . Hedging/pledging prohibited, and no pledging disclosed .