Angela Lalor
About Angela S. Lalor
Independent director since 2022; Age 59; Chair of the Compensation and Human Capital Management (CHCM) Committee. Former Senior VP, Human Resources at Danaher (2012–2022; advisor 2022–2023) and 3M (2005–2012), with extensive leadership development, talent strategy, and international M&A experience. No current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Senior Vice President, Human Resources | 2012–2022; Advisor 2022–2023 | Led global leadership development, engagement, D&I; deep medtech portfolio exposure |
| 3M Company | Senior Vice President, Human Resources | 2005–2012 | Enterprise HR leadership; global footprint |
| Various (3M earlier roles) | HR leadership roles | 1990–2004 | Progressive HR leadership experience |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| None | — | Current | No other public company boards in past five years |
Board Governance
- Committee assignments: CHCM Committee Chair; committee members are Lalor (Chair), Sharon Wienbar, and Rajiv Vinnakota; all are independent and non‑employee directors.
- Independence: The Board determined Lalor is independent under NYSE standards (Feb 2025 review).
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the annual meeting.
- Executive sessions: Independent directors hold at least two executive sessions annually; Lead Independent Director chairs them (Wienbar, moving to Board Chair after 2025 meeting).
- Mandatory retirement age: 75 (adopted Dec 2024); waivable by Board.
Fixed Compensation
Director pay structure and actuals (oldest → newest):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (paid/earned) ($) | 82,527 (includes CHCM Chair retainer; elected DSUs in lieu of cash) | 90,000 (elected DSUs in lieu of cash; 1,895 DSUs for cash/Chair fees) |
| Committee chair retainer ($) | 20,000 (CHCM Chair; part of cash figure above) | 20,000 (CHCM Chair; included in cash) |
| Equity grant – RSUs (grant-date fair value) ($) | 106,425; 1,875 RSUs (2023 annual grant; vested May 16, 2024) | 221,889; 4,338 RSUs (2024 annual grant; vested May 20, 2025) |
| Equity grant – Options (grant-date fair value) ($) | 107,509; options fully vested on grant, 7-year term | 0 (2024 moved to all-RSU; no options) |
| Total reported director comp ($) | 296,461 | 311,889 |
| Unvested RSUs outstanding at year-end (#) | 1,875 (as of 12/31/2023) | 4,338 (as of 12/31/2024) |
| Director stock options outstanding (#) | 7,631 (as of 12/31/2023) | 7,631 (as of 12/31/2024) |
- Program changes: In Dec 2023, annual equity awards for directors increased to $230,000 and shifted to 100% RSUs (no options) beginning in 2024; cash retainer remained $70,000; CHCM Chair retainer $20,000.
Performance Compensation
- Director equity awards: RSUs vest after one year of Board service; no director performance conditions (2024 equity awards 100% RSUs).
- CHCM oversight of pay-for-performance (executives): Company AIP metrics and outcomes overseen by CHCM.
| AIP Metric (Company-wide) | 2023 Achieved | 2023 CPF | 2024 Achieved | 2024 CPF |
|---|---|---|---|---|
| Net Sales (as adjusted) | $1.693B vs. $1.654B target | 123% | $2.108B vs. $2.141B target | 80% |
| Adjusted EBITDA | $269M vs. $260M target | 121% | $377M vs. $385M target | 91% |
| Weighted Company Performance Factor (CPF) | 122% | 122% | 87% | 87% |
- Say‑on‑pay votes signaled strong support: 2022 (97%), 2023 (98%), 2024 (98%).
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Current public boards | None | Reduces interlock/conflict risk |
| CHCM interlocks | None | No member is/was a Company officer; no interlocking relationships to report |
Expertise & Qualifications
- Extensive leadership development, talent strategy, human capital management; led engagement and D&I initiatives.
- Senior leadership in two large, global public companies including significant healthcare portfolios; international M&A experience.
Equity Ownership
Ownership alignment, components (oldest → newest):
| Metric | 2024 (as of 3/25/2024) | 2025 (as of 3/24/2025) |
|---|---|---|
| DSUs/DRSUs vested or vesting within 60 days (#) | 4,212 | 7,982 |
| Director stock options vested/vesting within 60 days (#) | 7,631 | 7,631 |
| Shares beneficially owned (total) (#) | Not explicitly totaled in excerpt | 16,202 (<1% of class) |
| Ownership as % outstanding | — | <1% |
| Ownership guidelines | Directors must hold ≥5× annual cash retainer within 5 years; Lalor has achieved compliance (2024), and all directors compliant in 2025. | |
| Hedging/Pledging | Company policy prohibits hedging and pledging; pledged shares do not count toward ownership guidelines. |
Insider Trades (Form 4 signals)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2025-09-30 | Stock Award (Grant) | 742 | $0.00 |
Note: Insider-trades skill API was unavailable (401), so recent Form 4 grant was cross-verified via public aggregators; post-transaction holdings were not detailed in those summaries.
Governance Assessment
-
Strengths
- Independent director; CHCM Chair with deep human capital expertise — well‑matched to oversight of pay, succession, and culture.
- Strong shareholder support for exec pay (say‑on‑pay 97–98%) — indicates CHCM’s credibility and alignment.
- Director ownership guideline met; anti‑hedging/anti‑pledging policy; clawback policy; majority voting for directors; mandatory retirement age. These policies enhance investor alignment and accountability.
- No CHCM interlocks; no related-party issues tied to Lalor disclosed; board attendance at or above expectations.
-
Watch items
- Director equity moved to all‑RSUs (2024), eliminating options — lowers risk but also reduces performance sensitivity at director level (appropriate for directors; performance linkage remains robust for executives via PRSUs).
- No current outside public boards — reduces interlock/conflict risk but also narrows external market perspectives; mitigated by diverse Board composition.
-
Compensation Committee practices
- Uses independent consultant FW Cook (since 2009); annual peer group review; consultant independence affirmed; no conflicts disclosed.
- Equity grant practice timed ~10 days after FY results; 20‑day average price used to size grants; robust clawback applied to executives per NYSE/SEC rules.
RED FLAGS: None identified specific to Lalor (no pledging, no hedging, no related-party transactions, no committee interlocks).
Appendix: Director Compensation Program (Reference)
- 2024 non‑employee director program: $70,000 cash retainer; equity $230,000 (100% RSUs, 1‑year vest); CHCM Chair $20,000; Audit Chair $25,000; Nominating Chair $15,000; Lead Independent Director $40,000; Chair of Board retainer $150,000 (for Wienbar, 2025 pro‑rated).
- 2023 program included 50% RSUs and 50% options for annual equity ($215,000 value).