Kathleen Tune
About Kathleen Tune
Kathleen A. Tune is an independent director of Electromed, Inc. (ELMD), serving on the Board since 2021 and currently age 61. She is Managing Partner at Capita3 (since January 2019) and previously served as CFO/COO of Marani Health (2020–February 2024), following a long tenure as Partner at Thomas, McNerney & Partners (2003–December 2019). Her education includes a BS in Biochemistry and Microbiology (Minnesota State University), an MS in Veterinary Microbiology (University of Minnesota), and an MBA in Finance (University of Minnesota Carlson School of Management), with prior roles at Piper Sandler (Equity Analyst) and Pfizer (Program Manager) . She is affirmed as an independent director by the Board and serves as Lead Independent Director (elected November 10, 2023), presiding over executive sessions among independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capita3 | Managing Partner | Jan 2019–Present | Early-stage VC leadership in healthcare founders |
| Marani Health, Inc. | CFO/COO | 2020–Feb 2024 | Operational and financial leadership in maternal/fetal health |
| Thomas, McNerney & Partners | Partner | 2003–Dec 2019 | Led/managed healthcare tech investment portfolio |
| Piper Sandler | Equity Analyst | Not disclosed | Sell-side research experience |
| Pfizer | Program Manager | Not disclosed | Program management in pharma |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Marani Health, Inc. | Director | Private | Current board service |
| Gillette Children’s Hospital | Director | Non-profit | Current board service |
| Visura Technologies, Inc. | Director | Private | Current board service |
| Agitated Solutions, Inc. | Director | Private | Current board service |
| Galil Medical, Inc. | Previous Director | Private | Prior board service |
| CAS Medical Systems, Inc. (Nasdaq: CASM) | Previous Director | Public | Director 2011–2019 |
| Vertiflex, Inc. | Previous Director | Private | Prior board service |
| CardioMech AS | Previous Director | Private | Prior board service |
| Moonshot Medical LLC | Previous Director | Private | Prior board service |
Board Governance
- Independence: The Board has determined Ms. Tune is an “independent director” under NYSE American rules; none of the directors are related to any other director or executive officer .
- Leadership: Lead Independent Director, elected November 10, 2023; presides over executive sessions and serves as liaison between independent directors and management .
- Committees: Audit Committee member (Audit Committee: Stan K. Erickson, Chair; Gregory J. Fluet; Kathleen A. Tune) .
- Committee activity levels: Audit Committee held 5 meetings; Personnel & Compensation Committee held 4; Nominating & Governance Committee held 2 in the most recent fiscal year .
- Board attendance: Board held 6 meetings; each director attended at least 75% of Board and committee meetings on which they served .
- Annual meeting participation: All directors were present at the November 15, 2024 annual meeting .
- Compensation consultant usage: The Personnel & Compensation Committee did not engage compensation consultants during the last completed fiscal year .
- Charters: Committee charters available in the Investor Relations section of www.smartvest.com .
Fixed Compensation
| Director Compensation Element | Amount Payable | Notes |
|---|---|---|
| Board Member annual cash retainer | $35,000 | Paid quarterly; pro-rated if partial service |
| Board Chair annual cash retainer | $30,000 | Paid quarterly; not applicable to Tune unless serving as Chair |
| Lead Independent Director retainer | $22,500 | Paid quarterly; Tune serves as Lead Independent Director |
| Audit Committee Chair | $15,000 | Chair-only; Tune is a member, not chair |
| Personnel & Compensation Committee Chair | $10,000 | Chair-only |
| Nominating & Governance Committee Chair | $7,000 | Chair-only |
| Finance & Strategy Committee Chair | $7,000 | Chair-only |
| Audit Committee member | $5,000 | Member retainer |
| Personnel & Compensation Committee member | $5,000 | Member retainer |
| Nominating & Governance Committee member | $2,000 | Member retainer |
| Finance & Strategy Committee member | $2,000 | Member retainer |
| Annual equity award (restricted stock) | 3,000 shares | To be issued on/around annual meeting; vests in full at 6 months |
| Ms. Tune FY2025 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 74,500 | Includes Board, Lead Independent Director, and committee roles |
| Stock Awards (grant-date fair value) | 92,340 | 3,000 restricted shares granted Dec 1, 2024; ASC 718 valuation |
| Total | 166,840 | Sum of cash and stock |
Performance Compensation
| Element | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | Dec 1, 2024 | 3,000 shares | 92,340 | Vests in full on six-month anniversary of grant | None disclosed for director awards (time-based vesting) |
The company’s compensation recoupment policy applies to covered executive officers in the event of restatements per Rule 10D-1; the proxy does not state application to directors . Hedging and pledging of company securities by directors are prohibited under the insider trading policy .
Other Directorships & Interlocks
| Company/Institution | Relationship to ELMD | Notes |
|---|---|---|
| Health system/customer relationships | Not applicable to Tune | Independence review addressed transactions with HealthPartners regarding director Andrea Walsh; no related-party transaction disclosures for Tune . |
| Venture ecosystem (Capita3 portfolio) | Not disclosed | No disclosed ELMD related-party transactions with entities linked to Tune . |
Expertise & Qualifications
- Capital and growth equity investing; corporate strategy; business development; investment and capital markets; investor relations; finance; sales, marketing, and reimbursement strategies .
- Academic credentials: BS (Biochemistry/Microbiology); MS (Veterinary Microbiology); MBA (Finance) .
- Prior analytical and operating roles at Piper Sandler and Pfizer .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Kathleen A. Tune | 12,000 | <1% | Beneficial ownership per SEC rules; includes options exercisable within 60 days if any; no footnote indicating options for Tune . |
| Shares outstanding (reference) | 8,376,147 | — | Shares outstanding at Sep 17, 2025 basis for percentages . |
| Shares pledged as collateral | Prohibited | — | Company policy prohibits pledging of company securities . |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role enhances board oversight; active Audit Committee membership with robust committee cadence (Audit 5 meetings; Board 6 meetings; each director ≥75% attendance) . Compensation structure mixes cash retainers with time-based equity, promoting alignment; annual equity grants vest on a six-month schedule, reducing long-dated risk and encouraging near-term ownership .
- Pay structure signals: FY2025 director compensation arrangements unchanged versus prior year, indicating stability and restraint; no use of compensation consultants in FY2025, potentially limiting pay inflation risk .
- Conflicts/related-party exposure: Proxy independence review highlights transactions tied to another director (Walsh/HealthPartners) with immaterial levels; no related-party transactions disclosed for Tune—reducing conflict risk .
- Risk controls: Hedging/pledging prohibitions apply to directors; executive recoupment policy (Rule 10D-1) evidences governance focus on pay-for-performance integrity (though scoped to executives) .
- RED FLAGS: None disclosed specific to Tune in the proxy. No pledging, loans, or related-party transactions involving Tune reported; attendance threshold met; pay-to-performance anomalies not indicated for directors (awards are time-based, not performance-conditioned) .