Ann Custin
About Ann Custin
Ann Custin (age 65) is an independent director of Establishment Labs (ESTA) since July 2020. She chairs the Audit Committee and serves on the Compensation Committee. Custin is a former CFO and director of Siemens Medical Solutions Inc. (2012–2019) and holds a B.A. in Accounting from Queens College, CUNY, bringing deep finance and healthcare operating credentials to ESTA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens Medical Solutions Inc. | Chief Financial Officer; Director | Feb 2012 – Dec 2019 | Senior finance leadership in global healthcare operations |
| Scient’x | Chief Operating & Financial Officer | 2004 – 2008 | Combined COO/CFO responsibilities in medtech |
| Draeger Medical Systems (USA) | President & CEO USA | 2004 – 2008 | Led U.S. operations in medical devices |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Mayne Pharma Group Ltd. | Director | Mar 2022 – present | Current public company directorship |
| Volpara Health Tech | Director | Sep 2021 – May 2024 | Former public company directorship |
Board Governance
- Independence: The Board determined Custin is independent under Nasdaq rules .
- Committee leadership: Audit Committee Chair; Compensation Committee member .
- Attendance: In 2024, each director attended at least 89% of Board/committee meetings; Board held 9 meetings; Audit held 4; Compensation held 8. 83% of then-current directors attended the 2024 annual meeting .
- Overboarding policy: Directors generally limited to ≤4 additional public boards; advance notice to Nominating Committee required .
- Share ownership guidelines: Non-employee directors must hold shares valued at $150,000; as of Mar 31, 2025, all non-employee directors were compliant .
| Committee | Role | Independence | Meetings in 2024 |
|---|---|---|---|
| Audit | Chair | All members independent; Slotkin designated “financial expert” | 4 |
| Compensation | Member | All members independent; Schutter Chair; Semler Brossy engaged | 8 |
| Nominating & Corporate Governance | Not a member | All members independent | 5 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $77,500 | $124,962 | $— | $202,462 |
- Director compensation policy (2024): Board retainer $50,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 .
- Quarterly fee election: In 2024, all directors elected to receive quarterly fees in shares (reflected at fair value) .
Performance Compensation
Non-employee directors do not receive performance-based bonuses; compensation is cash retainers and time-vested RSUs.
| Component | Terms | Metric Linkage | Vesting |
|---|---|---|---|
| Annual RSU grant | $125,000 grant-date value | None (time-based) | Vests upon earlier of 1-year anniversary or day prior to next annual meeting |
| Initial RSU grant (upon appointment) | $125,000 grant-date value | None (time-based) | Vests 1/3 annually over 3 years, subject to service |
| Options (director program) | None granted to Custin in 2024 | N/A | N/A |
Other Directorships & Interlocks
| Company | Relationship to ESTA | Potential Interlock/Conflict |
|---|---|---|
| Mayne Pharma Group Ltd. | External public board (pharma) | No related-party transactions disclosed involving Custin; no supplier/customer interlock identified in proxy |
| Volpara Health Tech | Former external public board | No conflicts disclosed |
Expertise & Qualifications
- Finance and accounting expertise; prior CFO and operating roles in medtech/healthcare across regions .
- Board skills matrix flags her capabilities across finance/accounting, manufacturing & supply chain, regulatory/compliance, ESG, risk management, IT/cybersecurity, marketing & sales, and M&A, supporting audit and compensation oversight .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable ≤60 Days | Outstanding RSUs | Outstanding Stock Options | Ownership % |
|---|---|---|---|---|---|
| Ann Custin | 26,327 | 2,334 | 2,334 | 12,000 | <1% |
- Total beneficial ownership: 28,661 shares (includes 2,334 options exercisable ≤60 days) .
- Ownership guidelines: Compliant as of Mar 31, 2025 (directors required to hold $150,000 value) .
- Anti-hedging/anti-pledging: Company policy prohibits pledging, margin accounts, and hedging transactions by insiders, supporting alignment .
Governance Assessment
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Strengths:
- Independent Audit Chair with deep CFO/operating background; Compensation Committee member—strong governance coverage .
- Robust director ownership guidelines; all non-employee directors compliant, plus strict anti-hedging/anti-pledging policy .
- Board/committee engagement: minimum 89% attendance in 2024; active committee cadence (Audit 4; Compensation 8) .
- Compensation consultant independence affirmed (Semler Brossy) .
- Say-on-pay support at 2024 AGM of >91%, indicating shareholder confidence in compensation governance (while focused on NEOs, reflects overall governance culture) .
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Potential risks/monitoring:
- Audit Committee “financial expert” designation is assigned to Slotkin, not Custin; ensure continued access to financial expertise on audit matters .
- External board service: Within overboarding policy limits; continue monitoring time commitments (1–2 boards) .
-
Conflicts/related parties:
- No related-party transactions disclosed involving Custin. 2024 related-party disclosures pertain to entities connected to the former CEO’s family (distribution revenue and training services), not to Custin .
-
RED FLAGS:
- None disclosed for Custin on attendance, compensation anomalies, pledging/hedging, or related-party exposure in the latest proxy .