Regina Groves
Fulgent GeneticsAbout Regina Groves
Independent director at Fulgent Genetics (appointed January 2023); age 66. Former med‑tech CEO and senior Medtronic operator with finance, regulatory, and commercialization depth; MBA from Harvard and B.S. in Pharmacy from the University of Florida. Designated “independent” by the Board and serves as Audit Committee Chair and audit committee financial expert; also sits on the Compensation and Nominating & Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REVA Medical, Inc. | Chief Executive Officer | Sep 2015 – Mar 2019 | Led med‑device company operations |
| Stimwave, LLC | CFO; COO | CFO: Sep 2019–Dec 2020; COO: Nov 2019–Dec 2020 | Director (Jul 2019–Dec 2022) |
| Medtronic, Inc. (CRHF/CRDM) | VP & GM AF Solutions; VP Quality & Regulatory; VP & GM Patient Management | Prior to 2015 | Re‑entered catheter‑based Afib ablation market; led acquisitions, clinical trials, product launches; achieved leadership in paroxysmal Afib ablation |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AtriCure, Inc. (public) | Director | Mar 2017 | Public company board seat |
| Three private med‑device companies | Director | — | Not individually named in proxy |
Board Governance
- Independence, tenure, and roles: Independent director since Jan 2023; Audit Committee Chair (financial expert); member, Compensation and Nominating & Governance committees .
- Committee composition and meetings (FY2024): Audit (4 meetings; Groves Chair), Compensation (4), Nominating (4). Board held 5 regular meetings; all directors attended ≥75% and attended the 2024 annual meeting .
- Leadership structure: CEO Ming Hsieh is Board Chair; no Lead Independent Director—committees are fully independent and meet without management .
- Related‑party oversight: Audit Committee oversees related‑party/conflict transactions; formal policy requires Audit Committee pre‑approval for ≥$120k related‑party deals .
- Stockholder engagement/Say‑on‑Pay: Company reports advisory pay votes have been approved “in every instance” and continued investor outreach in 2024 .
Implications: Groves’ Audit Chair role and “financial expert” designation bolster oversight; absence of a Lead Independent Director and concentrated CEO/Chair authority increase reliance on committee leadership for independent risk control .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual Board retainer (non‑employee director) | $70,000 |
| Audit Chair retainer | $15,000 |
| Compensation Committee member | $5,000 |
| Nominating & Governance Committee member | $3,000 |
| Total Cash Fees (expected) | $93,000 |
| Actual Cash Fees (reported) | $93,000 |
- Director equity program: Initial election up to $400,000 (options and/or RSUs); annual election up to $180,000 (options and/or RSUs). Vesting: 25% at 12 months, then quarterly (1/16) thereafter, contingent on service .
Performance Compensation (Director Equity Awards)
| Grant Date | Award Type | Quantity/Terms | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Jan 3, 2023 | RSU | 4,000 shares | — | 25% at 12 months; then quarterly | Included in director program |
| Jan 3, 2023 | Stock Options | 10,000 shares | $30.66 | Standard director vesting | — |
| May 18, 2023 | Stock Options | 6,759 shares | $35.58 | Standard director vesting | — |
| May 16, 2024 | RSU | 4,000 shares | — | Standard director vesting | $90,000 (aggregate 2024 RSU value) |
| May 16, 2024 | Stock Options | 5,481 shares | $22.50 | Standard director vesting | $90,004 (option grant value) |
- FY2024 director compensation totals: Cash $93,000; Stock awards $90,000; Option awards $90,004; Total $273,004 .
Other Directorships & Interlocks
- Public boards: AtriCure, Inc. (ATRC) .
- Interlocks: Compensation Committee Interlocks disclosure reports none (no officer/director interlocks) .
- Board service limits (governance guideline): No director should hold >3 public company directorships; CEO/full‑time directors ≤2 (including FLGT) .
Expertise & Qualifications
- Credentials: MBA (Harvard); B.S. Pharmacy (University of Florida) .
- Domain expertise: Finance/accounting (Audit Chair; audit financial expert), MedTech operations, regulatory/quality, M&A/integration, clinical/commercial execution .
Equity Ownership
| Metric (as of Mar 20, 2025) | Detail |
|---|---|
| Beneficial ownership | 13,624 shares; <1% of outstanding |
| Breakdown | 10,374 options exercisable or to be within 60 days; 2,000 shares held directly; 1,250 RSUs vesting within 60 days |
| Shares pledged | None disclosed for Groves |
| Insider filings (illustrative) | Form 4s show director grants in 2023 and 2024 (counts above); Form 4 filed May 19, 2025 reflects a May 15, 2025 director grant (details in filing) |
Governance Assessment
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Strengths
- Independent Audit Chair with “audit committee financial expert” status; active on Compensation and Nominating Committees—central to risk, pay, and board composition oversight .
- Strong attendance record; all directors ≥75% and full annual meeting participation .
- Transparent director pay structure with balanced cash/equity; Groves’ FY2024 cash aligns exactly with policy (Board + Audit Chair + committee memberships) .
- Formal related‑party transaction policy vests approval with Audit Committee (which Groves chairs) .
-
Watch items / potential red flags (company‑level context that elevates the importance of Groves’ oversight)
- Combined CEO/Chair and no Lead Independent Director—heightens reliance on committee chairs for independent oversight .
- Significant pledging by CEO (prepaid forward and credit facility pledges) and by another executive (margin pledge), with an insider trading policy that permits pledging/hedging subject to consent—elevates governance/overhang risk; Audit Chair oversight of conflicts is a key mitigant .
- Material related‑party transactions (e.g., Fulgent Pharma acquisition from CEO‑related entities; ANP Technologies agreements involving Pharma leadership) require robust Audit Committee scrutiny .
-
Shareholder alignment signals
- Director equity grants with multi‑year vesting create ownership exposure and retention incentives; Groves elected a mix of RSUs and options in 2024 .
- Company states say‑on‑pay approvals have passed each year, suggesting broader investor support for pay frameworks Groves helps oversee as a Compensation Committee member .
Bottom line: Groves brings seasoned med‑tech operating and regulatory experience plus finance acumen to a governance‑critical seat (Audit Chair). Given FLGT’s CEO/Chair concentration, related‑party exposures, and permitted pledging framework, her independence, attendance, and committee leadership are central to investor confidence in financial reporting integrity and conflicts oversight .
Appendix: Sources
- Director biography, independence, ages, and committees:
- Attendance and meeting counts:
- Board leadership and risk oversight:
- Director compensation program and FY2024 director comp table:
- Director equity awards (counts and terms):
- Beneficial ownership (counts and breakdown):
- Related‑party policy and transactions:
- Insider trading policy (hedging/pledging) and clawback policy:
- Say‑on‑pay history statement:
- Recent Form 4 reference for 2025 director grant: