Alex Dimitrief
About Alex Dimitrief
Independent director since 2020; age 66. Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. Background includes GE General Counsel (2015–2018), President/CEO of GE Global Growth Organization, and 20 years as a senior partner at Kirkland & Ellis LLP. Education: B.A. Yale College; J.D. Harvard Law School; current roles include SVP & General Counsel at Sotera Health (Nasdaq: SHC), partner at Zeughauser Group, and Global Chair of Ronald McDonald House Charities (appointed Jan 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | General Counsel | 2015–2018 | Led global legal, compliance, SEC reporting, government affairs, environmental safety; principal advisor to GE board |
| GE Global Growth Organization | President & CEO | 2018 | Drove growth in 180+ countries; $76B international orders in 2018; financing for emerging market customers |
| GE Capital | Transformation leader | Prior to 2015 | Led transformation of GE Capital; governance and risk roles |
| GE Energy (China/Russia) | JV negotiations leader | Prior to 2015 | Led joint venture negotiations |
| Kirkland & Ellis LLP | Senior partner | ~1987–2007 | Advised boards on securities, restructuring, IP, product liability, environmental, governance, commercial disputes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sotera Health Co. (Nasdaq: SHC) | SVP & General Counsel | Since Nov 2022 | Public company role |
| Zeughauser Group | Partner | Current | Advises law firms/legal departments |
| Ronald McDonald House Charities | Global Chair | Appointed Jan 2025 | Non-profit leadership |
| Prior public boards | Director | Prior | The We Company; Synchrony Financial (NYSE: SYF); SmileDirectClub (Nasdaq: SDC); GE Capital Bank |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Board determined Alex is independent under Nasdaq rules .
- Board leadership: Independent Chair (Russell Stidolph); independent director executive sessions ≥2/year .
- Meetings and attendance: Board met 26 times in FY2024; Audit (4), Compensation (5), Nominating & Governance (6); overall Board/committee attendance 81% .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Paid quarterly in arrears |
| Committee chair fee (Nominating & Governance) | Included in stock award value | Chair RSU grant policy value $25,000 (RSUs) |
| Meeting fees | None disclosed | Policy does not specify meeting fees |
Performance Compensation
| Component (FY2024) | Grant-Date Fair Value (USD) | Vesting/Structure |
|---|---|---|
| Annual equity retainer (RSUs) | $160,263 | RSUs only from 2024; vest on earlier of 1 year or before next annual meeting; accelerated on change in control |
| Chair RSUs (N&G Chair) | Included in stock award | Chair grants RSUs valued at $25,000 for N&G chair (effective beginning 2024 service year) |
| Options | $0 | No director option grants in 2024; aggregate options outstanding disclosed separately |
Performance metrics: None for directors; director equity is time-based RSUs (no PSUs/options in 2024) .
Clawback and change-in-control: All awards subject to company clawback policies; non-employee director awards generally accelerate on single trigger if not assumed in a change in control; employees have double-trigger treatment .
Other Directorships & Interlocks
| Company | Role | Type | Potential Interlock/Conflict |
|---|---|---|---|
| The We Company | Director (prior) | Public/Private | None disclosed with Eos |
| Synchrony Financial (NYSE: SYF) | Director (prior) | Public | None disclosed with Eos |
| SmileDirectClub (Nasdaq: SDC) | Director (prior) | Public | None disclosed with Eos |
| GE Capital Bank | Director (prior) | Bank | None disclosed with Eos |
| Sotera Health Co. (Nasdaq: SHC) | SVP & General Counsel (current) | Public | Executive role at another public company; no related-party transactions disclosed |
Expertise & Qualifications
- Deep legal, governance, compliance, and global operations expertise; recognized by GE leadership for integrity and transparency .
- Prior board experience across multiple public companies; experienced with complex financing, international growth, and risk management .
- Legal education and teaching roles in corporate law; extensive board advisory background .
Equity Ownership
| Metric | Mar 1, 2024 | Mar 1, 2025 | Aug 12, 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 444,994 | 454,994 | 502,099 |
| % of outstanding | <1% | <1% | <1% |
Outstanding awards (as of Dec 31, 2024):
- RSUs outstanding: 92,105
- Options outstanding: 272,647
Policies:
- Hedging/pledging prohibited for directors under the Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; chairs governance committee overseeing related person transactions; substantial legal/governance expertise; hedging/pledging prohibited; clear director compensation policy anchored in RSUs with standard vesting and change-in-control terms .
- Alignment: Holds equity; beneficial ownership increased across 2024–2025; director equity retainer paid in stock (RSUs) fosters alignment .
- Attendance/engagement: Board/committee overall attendance 81% in 2024 – monitor engagement levels; no individual attendance disclosed .
- Conflicts/related party: No Dimitrief-specific related-party transactions disclosed; Cerberus financing introduced Preferred Directors and governance rights, but Dimitrief is not affiliated; governance committee (chaired by Dimitrief) reviews related-person transactions .
- Compensation structure evolution: Shift to all-RSU director equity from 2024 (away from options) aligns with best practices and lowers risk; chair RSUs formalized; no options granted in 2024 .
RED FLAGS to monitor: Overall attendance metric (81%) below typical large-cap norms; enhanced investor-preferred board rights via Cerberus agreements may affect board dynamics—ensure robust independence and oversight remains in place .