Mary Mirabelli
About Mary Mirabelli
Mary Mirabelli, 68, is an independent director of Genelux (GNLX), serving since June 2021 (Class II; current term expires at the 2027 annual meeting). She previously held senior roles in healthcare operations and IT: Senior Vice President at Healthcare Finance Management Association (Apr 2018–Nov 2023), Vice President of Global Healthcare Services at Hewlett Packard Enterprise (Jun 2014–Apr 2018), and senior executive at HCA (2000–2014). She holds a B.S. in occupational therapy (University of Illinois Urbana‑Champaign) and an M.B.A. in management (Northwestern Kellogg) . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Finance Management Association | Senior Vice President | Apr 2018 – Nov 2023 | Senior leadership in healthcare finance community |
| Hewlett Packard Enterprise | Vice President, Global Healthcare Services | Jun 2014 – Apr 2018 | Led global healthcare services initiatives |
| Hospital Corporation of America (HCA) | Senior Executive | 2000 – 2014 | Long-tenured operating leadership in hospital sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health IT Leaders (health IT consulting firm) | Board Member | Since Jan 2024 | Private company; no GNLX related-party transaction disclosed |
Board Governance
- Committee assignments (FY2024): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair). Committee meetings held in FY2024: Audit 5; Compensation 4; Nominating 5 .
- Independence: Board determined Mirabelli is independent; Board majority independent. Lead Independent Director: James L. Tyree. CEO/Chair roles are combined at GNLX (Chair: CEO Thomas D. Zindrick) .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of aggregate Board+committee meetings; all directors attended the 2024 annual meeting; independent directors held 8 executive sessions in 2024 .
Fixed Compensation
| Item (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,500 |
| Option Awards (grant-date fair value) | 77,500 |
| Stock Awards (RSUs; grant-date fair value) | 77,500 |
| Total | 215,500 |
Cash retainer policy and calculated components (matches her $60,500 cash):
| Cash Component | Policy Amount ($) | Applicable to Mirabelli | Subtotal ($) |
|---|---|---|---|
| Annual Board retainer | 40,000 | Yes | 40,000 |
| Audit Committee member retainer | 7,500 | Yes | 7,500 |
| Compensation Committee member retainer | 5,000 | Yes | 5,000 |
| Nominating Committee Chair retainer | 8,000 | Chair | 8,000 |
| Total Cash | 60,500 |
Notes:
- Non-employee director policy provides: annual cash retainer $40,000; additional retainers for Lead Independent Director ($30,000), committee chairs (Audit $15,000; Compensation $10,000; Nominating $8,000) and committee members (Audit $7,500; Compensation $5,000; Nominating $4,000) .
Performance Compensation
Director equity awards are time-based; no performance metrics disclosed. Change-in-control terms: director Initial Grants and Annual Grants vest in full upon a Change in Control (single-trigger for directors) .
Equity award terms:
| Award Type | Typical Grant Value ($) | Vesting | Change-in-Control |
|---|---|---|---|
| Initial Grants (upon first joining Board) – Options | 155,000 | Vests quarterly over 3 years | Vests in full upon CoC |
| Initial Grants – RSUs | 155,000 | Vests quarterly over 3 years | Vests in full upon CoC |
| Annual Grants – Options | 77,500 | Vests on 1st anniversary or fully by next annual meeting | Vests in full upon CoC |
| Annual Grants – RSUs | 77,500 | Vests on 1st anniversary or fully by next annual meeting | Vests in full upon CoC |
Outstanding director equity (as of Dec 31, 2024):
| Instrument | Quantity |
|---|---|
| Options outstanding | 79,866 |
| RSUs outstanding | 39,541 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Health IT Leaders | Private | Director | No related-party transactions disclosed with GNLX since Jan 1, 2023 |
Expertise & Qualifications
- Healthcare operations and services leadership (HCA 2000–2014; HPE Global Healthcare Services 2014–2018) .
- Healthcare finance association executive leadership (HFMA SVP 2018–2023) .
- Education: B.S. (University of Illinois at Urbana‑Champaign), M.B.A. (Northwestern Kellogg) .
- Board views her healthcare industry leadership as qualifying credentials for service .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 139,867 shares (includes derivatives) |
| Ownership as % of outstanding | <1% of 37,760,843 shares outstanding (as of Jun 30, 2025) |
| Components – Common shares | 12,460 shares |
| Components – RSUs vesting within 60 days | 39,541 shares |
| Components – Options exercisable within 60 days | 79,866 shares |
| Components – Warrants exercisable within 60 days | 8,000 shares |
| Hedging/Pledging | Prohibited for directors (no hedging; no pledging/margining) |
| Ownership guidelines | Not disclosed in proxy |
Insider reporting:
- Section 16(a) compliance note: one report covering an aggregate of two transactions was filed late by Mary Mirabelli in 2024 (company lists late filers) .
Governance Assessment
- Strengths: Independent director with healthcare operating and finance leadership; chairs Nominating & Corporate Governance (signals focus on board composition and refreshment); active committee participation; attendance at or above 75%; independent director executive sessions held eight times; hedging/pledging prohibited; no related-party transactions involving directors since Jan 1, 2023 .
- Alignment: Mix of cash and equity; annual equity split evenly between options and RSUs; holds options/RSUs and common stock; cash retainer components align with committee responsibilities .
- Watch items / potential red flags:
- Combined CEO/Chair structure elevates importance of lead independent director oversight (Tyree is Lead Independent Director) .
- Director equity vests in full upon a Change in Control (single-trigger for directors), which some investors view as less protective of alignment than double-trigger structures .
- Minor compliance issue: one late Section 16(a) report in 2024 (monitor for recurrence) .
Overall, Mirabelli appears to enhance board effectiveness through committee leadership and healthcare domain expertise, with no related-party exposure disclosed and standard small-cap director pay structure balancing cash and time-based equity .