Ann Rhoads
Director at GMED
Board
About Ann D. Rhoads
Ann D. Rhoads (age 59) is an independent director of Globus Medical and has served on the Board since July 2011; she is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee . She holds a B.S. in finance from the University of Arkansas and an M.B.A. from Harvard Business School, and brings extensive CFO, public company governance, and financial expertise from prior C‑suite roles in healthcare and biotech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier, Inc. | Chief Financial Officer | 2000–2009 | Led finance at a healthcare supply management company; brings governance and financial discipline . |
| Zogenix, Inc. (NASDAQ: ZGNX) | EVP & Chief Financial Officer | Mar 2010–Jan 2017 | Public pharma CFO experience; executive leadership and governance skills . |
| Forty Seven, Inc. (NASDAQ: FTSV) | Chief Financial Officer | Mar 2018–Apr 2020 | Biotech CFO; deep capital markets and controls experience . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Quidel Corporation (NASDAQ: QDEL) | Director | Current | Board service enhances industry network; healthcare diagnostics exposure . |
| Repare Therapeutics (NASDAQ: RPTX) | Director | Current | Biotech governance perspective . |
| iTeos Therapeutics (NASDAQ: ITOS) | Director | Current | Oncology biotech board experience . |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Independence and financial expertise: Board determined Rhoads is independent under NYSE standards and is an “audit committee financial expert” under SEC rules .
- Meeting cadence and attendance: Board held 5 regular and 2 special meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served . The Audit Committee held 4 meetings in 2024; the Nominating & Corporate Governance Committee conducted business by written consent and did not meet in 2024; the Compensation Committee held 1 meeting .
- Lead independent director: Role reinstated in Feb 2025; Jim Tobin appointed; non‑management directors meet in executive session at least annually .
- Risk oversight: Audit Committee (chaired by Rhoads) oversees financial risk, internal audit, related‑party transactions, and serves as Qualified Legal Compliance Committee; Board oversees strategic and cybersecurity risks .
- Governance context: Globus is a “controlled company” (majority voting power held by Executive Chairman David C. Paul) and relies on certain NYSE exemptions; Compensation and Nominating committees include non‑independent directors (Executive Chairman and CEO) which reduces formal independence of those committees .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $70,000 | Standard for all non‑employee directors . |
| Audit Committee Chair fee (cash) | $30,000 | Payable to committee chair (Rhoads) . |
| Committee membership fee (cash) | $10,000 per committee | Rhoads is a member of Nominating & Corporate Governance Committee . |
| Estimated 2024 cash for Rhoads (role‑based) | $110,000 | Retainer ($70,000) + Audit Chair ($30,000) + one committee membership ($10,000), based on disclosed structure and her assignments . |
| Health plan cost normalization | Deducted from cash fees if participating | Ensures compensation consistency among non‑executive directors . |
| Expense reimbursement | Standard practice | Reimbursement for Board service expenses . |
Performance Compensation (Director)
| Grant/Equity | Grant Date | Number of Shares/Options | Strike/Terms | Vesting/Expiration |
|---|---|---|---|---|
| Non‑employee director stock option | Jan 2024 | 15,000 | $53.75 per share | Vests in full on one‑year anniversary of vesting commencement date; expiration not disclosed in proxy . |
| Total shares subject to outstanding options (Rhoads) | As of proxy | 160,000 | — | Aggregate outstanding options per director table . |
No director performance‑based equity metrics (e.g., TSR, revenue/EBITDA hurdles) are disclosed for non‑employee directors; options vest time‑based .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | Quidel (QDEL), Repare (RPTX), iTeos (ITOS) . |
| Compensation committee interlocks | Company discloses no interlocking relationships between GMED’s directors/Compensation Committee and other companies’ boards/comp committees . |
| Committee compositions at GMED | Compensation and Nominating committees include Executive Chairman (and CEO on Nominating), reducing full independence; Audit Committee fully independent . |
Expertise & Qualifications
- Former CFO at Premier, Zogenix, and Forty Seven; brings public‑company finance, internal controls, and capital markets expertise to the Board and Audit Committee .
- Board‑designated audit committee financial expert; qualified for oversight of accounting policies, significant estimates, and external auditor independence .
- Academic credentials: B.S. Finance (University of Arkansas); M.B.A. (Harvard Business School) .
Equity Ownership
| Metric (as of Mar 31, 2025) | Amount | Notes |
|---|---|---|
| Total Class A shares beneficially owned | 186,634 | Less than 1% of Class A outstanding . |
| Of which: shares outstanding owned | 35,384 | Direct ownership portion . |
| Of which: options exercisable within 60 days | 151,250 | Counted in beneficial ownership under SEC rules . |
| Total shares subject to outstanding options | 160,000 | Aggregate options (exercisable + not exercisable within 60 days) . |
| Ownership % of Class A | <1% | Per proxy table . |
| Pledged or hedged shares | None disclosed; policy prohibits directors from pledging, hedging, or margin accounts for Company stock . |
Governance Assessment
- Strengths
- Independent director with deep CFO background; designated audit committee financial expert and Audit Chair, supporting robust financial oversight .
- Audit Committee fully independent and engaged (4 meetings in 2024); committee remit includes related‑party transaction approval and compliance oversight, which Rhoads chairs .
- Prohibitions on director hedging, pledging, and margin accounts enhance alignment and reduce risk of conflicted positions .
- No related‑party transactions over $120,000 identified for 2024; mitigates conflict‑of‑interest concerns .
- Concerns and monitoring points
- Globus is a “controlled company” and relies on NYSE exemptions; Compensation and Nominating committees include non‑independent directors (Executive Chairman and CEO), which can dilute independent oversight of pay and nominations. RED FLAG: reduced formal independence of key committees and potential concentration of influence .
- Attendance disclosure is threshold‑based (≥75%); independent directors did not attend the 2024 annual meeting though attendance is encouraged but not required—monitor director engagement optics. Mild signal to watch .
- Overall signal
- Rhoads’ chairing of an independent Audit Committee with financial expert designation and no related‑party issues is supportive of investor confidence; the controlled company structure and mixed committee independence warrants continued vigilance on pay and nomination processes .
Board Governance (Reference Data)
| Item | 2024/2025 Data |
|---|---|
| Board meetings | 5 regular; 2 special (2024) . |
| Audit Committee meetings | 4 (2024) . |
| Compensation Committee meetings | 1 (2024) . |
| Nominating & Corporate Governance meetings | 0 (2024, acted by written consent) . |
| Lead Independent Director | Reinstated Feb 2025; Jim Tobin . |
| Auditor | Deloitte & Touche LLP; independent; ratification requested for FY2025 . |
| Auditor fees | 2024 total $2,904,360; audit fees $2,761,825 . |
Director Compensation Structure Note
- Non‑employee director cash: $70,000 annual retainer; $30,000 Audit Chair; $10,000 per committee membership; health plan cost normalization; expense reimbursement .
- Equity: Directors received a January 2024 stock option grant (15,000 options; $53.75 strike; one‑year cliff vest) .