Andrew Summers
About Andrew Summers
Andrew J. Summers (age 52) is an independent director of Electromed, Inc. (ELMD) serving since 2022. He is Managing Partner of Summers Value Partners LLC, with prior roles as an investment professional at Janus Henderson Investors (2008–2018), founder of Silvergate Capital Management (2004–2008), and co‑portfolio manager at INVESCO Funds Group (starting 1998). He holds a BS in Business Administration (University of Wisconsin–Whitewater), an MS in Finance (University of Wisconsin–Madison), and is a Chartered Financial Analyst (CFA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summers Value Partners LLC | Managing Partner | Since Mar 2018 | Significant shareholder perspective; capital markets and investor relations expertise |
| Janus Henderson Investors | Investment Professional & Equity Analyst (Healthcare) | 2008–Feb 2018 | Global healthcare sector investing |
| Silvergate Capital Management LLC | Managing Member (Founder) | 2004–2008 | Long/short healthcare hedge fund leadership |
| INVESCO Funds Group, Inc. | Co‑Portfolio Manager | Began 1998 | Co-managed $3.5B healthcare fund (per prior biography) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restor3d | Director | Current | Not disclosed |
| Scott’s Liquid Gold, Inc. (OTC: SLGD) | Director | 2019–2020 | Not disclosed |
Board Governance
- Independence: Summers is classified as an “independent director” under NYSE American rules .
- Lead Independent Director: Kathleen A. Tune (elected Nov 10, 2023) presides over executive sessions and serves as liaison with management .
- Attendance: All directors attended the 2024 annual meeting (Nov 15, 2024); each director attended at least 75% of Board and applicable committee meetings in FY2025 .
- Board/Committee activity (FY2025): Board held 6 meetings; Audit Committee held 5; Personnel & Compensation held 4; Nominating & Governance held 2 .
- Current committee chairs (FY2025): Audit Committee—Stan K. Erickson (Chair) with members Gregory J. Fluet and Kathleen A. Tune .
- Historical assignments (FY2023): Summers served on Nominating & Governance (Member) and was Vice Chair of Finance & Strategy; Chairs included Erickson (Audit), Fluet (Nominating & Governance), Tune (Finance & Strategy), Walsh (Personnel & Compensation) .
Fixed Compensation
| Element | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Board member annual cash retainer | $35,000 (program terms) | $35,000 (program terms) | $35,000 (program terms) |
| Committee member/Chair cash fees | Audit member $5,000; P&C member $5,000; N&G member $2,000; F&S member $2,000; Chairs: Audit $15,000; P&C $10,000; N&G $7,000; F&S $7,000 | Same schedule as FY2023 | Same schedule as FY2024; Plus Lead Independent Director $22,500; Board Chair $30,000 |
| Summers – Fees earned (cash) | $39,000 | $42,333 | $44,000 |
| Annual equity grant to non‑employee directors | 3,000 restricted shares; vest fully at 6 months | 3,000 restricted shares; vest fully at 6 months (granted Dec 1, 2023) | 3,000 restricted shares; vest fully at 6 months (granted Dec 1, 2024) |
| Summers – Stock awards (grant‑date fair value) | $29,580 | $31,320 | $92,340 |
| Summers – Total director compensation | $68,580 | $73,653 | $136,340 |
Notes: ELMD’s 2023 Equity Incentive Plan caps total annual director compensation (cash plus equity grant-date fair value) at $500,000 per non‑employee director .
Performance Compensation
| Metric Type | Disclosure | Award Design |
|---|---|---|
| Director performance metrics tied to pay | Not disclosed | Director equity grants are time‑based RSAs vesting in 6 months; no performance targets stated for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public/private boards | Restor3d (current) |
| Prior public company board | Scott’s Liquid Gold, Inc. (2019–2020) |
| Interlocks/conflicts with ELMD stakeholders | None disclosed involving Summers. Board evaluated HealthPartners transactions for director Walsh and concluded arms‑length and immaterial; does not impact Summers’ independence . |
| Appointment history | Initial appointment via Cooperation Agreement (July 25, 2022) with Summers Value Partners and affiliates; standstill expired July 14, 2023 . |
Expertise & Qualifications
- Capital markets and healthcare investing expertise; leadership in growth equity and investor relations .
- Education: BS (UW–Whitewater); MS Finance (UW–Madison); CFA charterholder .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Ownership Notes |
|---|---|---|---|
| Sep 13, 2023 | 524,693 | 6.1% | Aggregates fund holdings (SVP Fund LP 323,124; SVP Deal Fund 1 LP 198,569); Summers is managing member |
| Sep 18, 2024 | 556,490 | 6.6% | Summers Value Partners LLC and funds share voting/dispositive power |
| Sep 17, 2025 | 279,367 | 3.3% | Includes 270,367 held by Summers Value Fund LP; Summers disclaims beneficial ownership except to pecuniary interest |
Hedging/pledging: ELMD insider trading policy prohibits pledging, hedging, short sales, and derivatives on company securities for directors, officers, and employees .
Governance Assessment
- Alignment: Summers’ substantial share ownership historically (6.1–6.6% through 2024) and continued 3.3% in 2025 supports investor alignment; director equity grants are time‑based and modest in share count (3,000 RSAs annually) .
- Independence & attendance: Independent status affirmed; Board and committee attendance thresholds met (≥75%); full annual meeting attendance in 2024—positive engagement signals .
- Committee effectiveness: Audit Committee chaired by a financial expert (Erickson) and composed of independent members; Summers not listed on Audit in FY2025—reduces conflicts in financial oversight . Historical Vice Chair role on Finance & Strategy indicates strategic input without audit oversight conflicts .
- Potential conflicts: Cooperation Agreement facilitated his board entry with a standstill that has expired; current related-party transactions disclosed involve a supplier linked to a former director, not Summers. No loans or related transactions involving Summers disclosed—low conflict risk .
- Pay structure: Director pay mixes steady cash retainers and time‑based equity; fair value of RSAs rose materially in FY2025, reflecting share price at grant. Overall director pay remains within the $500k annual cap .
- Shareholder support: Say‑on‑pay support strong—~91% in 2024; 2025 advisory vote results show continued annual frequency preference and majority approval, signaling investor confidence in governance .
Director Compensation Detail (Summers)
| Fiscal Year | Cash Fees ($) | Equity (Grant-Date Fair Value, $) | Equity Grant Date | Shares Granted | Vesting |
|---|---|---|---|---|---|
| 2023 | 39,000 | 29,580 | Dec 1, 2022 | 3,000 | 6 months |
| 2024 | 42,333 | 31,320 | Dec 1, 2023 | 3,000 | 6 months |
| 2025 | 44,000 | 92,340 | Dec 1, 2024 | 3,000 | 6 months |
Committee Assignments (Historical Snapshot)
| Committee | FY2023 Role | FY2025 Role |
|---|---|---|
| Audit | Not a member | Audit Committee members are Erickson (Chair), Fluet, Tune; Summers not listed |
| Personnel & Compensation | Not listed | Not disclosed in committee table (members not enumerated) |
| Nominating & Governance | Member | Not disclosed in committee table (members not enumerated) |
| Finance & Strategy | Vice Chair | Committee described; current membership not disclosed |
Risk Indicators & RED FLAGS
- RED FLAGS not observed: No related‑party transactions involving Summers; no pledging/hedging permitted by policy; no SEC investigations disclosed; director attendance thresholds met .
- Watch items: Prior Cooperation Agreement linking a significant shareholder to board representation (now expired) warrants continued monitoring of ownership concentration and any future agreements .
- Supplier related‑party exposure (not Summers): Ongoing payments to supplier led by former director and >5% holder; Audit Committee oversight in place—keep oversight focus .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~91% of votes cast in favor .
- 2025 annual meeting outcomes: Executive compensation approved (For 4,713,558; Against 309,673; Abstain 19,521; broker non‑votes 1,416,368); frequency vote favored annual (1 year: 4,783,259) .