Samuel Conaway
About Samuel Conaway
Samuel Conaway, age 60, is an independent Class III director at Fractyl Health (GUTS) since January 2024. He has over 30 years of medical device industry experience, currently serving as President of U.S. cardiology sales at Boston Scientific (since October 2021), and holds a B.S. in business management (University of Phoenix) and an M.B.A. (University of Maryland). He also serves as a director of JD Palatine LLC (private) and chairs “Close the Gap,” Boston Scientific’s health equity program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | President, U.S. Cardiology Sales; prior roles of increasing responsibility | 2013–present; President role since Oct 2021 | Senior commercial leadership in cardiovascular devices; health equity program chair (“Close the Gap”) |
| Abbott Vascular (formerly Guidant) | Vice President, U.S. Endovascular & Coronary Sales | Prior to 2013 (dates not disclosed) | Led U.S. endovascular and coronary sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JD Palatine LLC (private) | Director | Current (dates not disclosed) | Privately held company |
| Boston Scientific | Chair, “Close the Gap” health equity program | Current | Health equity initiative oversight |
Board Governance
- Board class and term: Class III; term expires at the 2027 annual meeting .
- Independence: Board determined Conaway is an independent director under Nasdaq and SEC rules; also qualifies under Nasdaq’s heightened independence standards for compensation committee members and is a “non‑employee director” under Rule 16b‑3 .
- Committee assignments:
- Compensation and Human Strategy Committee: Member; committee met 3 times in 2024 .
- Audit Committee: Not a member; current members are Kelly Barnes (Chair), Marc Elia, Ajay Royan; committee met 5 times in 2024 .
- Nominating and Corporate Governance Committee: Not a member .
- Attendance and engagement: Company states all current directors attended over 75% of Board and committee meetings in 2024; independent directors hold regular executive sessions, no less than twice per year per Corporate Governance Guidelines .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual cash retainer (program) | $43,500 |
| Committee chair fees (program) | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000 |
| Committee member fees (program) | Audit member: $10,000; Compensation member: $7,500; Nominating member: $5,000 |
| Conaway – Fees Earned/Paid in Cash | $33,766 |
Notes:
- Director fees are earned quarterly and paid in arrears; prorated for partial quarters .
Performance Compensation
| Equity Element | Terms | FY 2024 Value/Status |
|---|---|---|
| Initial option grant (IPO program) | 45,000 options; exercise price = fair market value; for IPO grants, $15.00; vests in three equal annual installments following Feb 1, 2024; expires not later than 10 years from grant | Grant-date fair value $406,035; Conaway held 45,000 options as of Dec 31, 2024 |
| Annual option grant (program) | 22,500 options if director has served ≥6 months as of annual meeting and continues post-meeting; vests at next annual meeting or first anniversary of grant | Program terms disclosed; specific receipt by Conaway in 2024 not disclosed |
| Change-of-control (sale of Company) | All unvested director stock options vest in full upon a sale of the Company | Programmatic single-trigger acceleration |
| Clawback policy | Company maintains an incentive compensation clawback policy (executive officers); Compensation Committee administers recovery guidelines | Policy exists; scope described for executive officers |
No performance metrics (TSR, revenue, EBITDA, ESG) are tied to director compensation; director equity is time-based per program .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company directorships | None disclosed for Conaway |
| Private company boards | JD Palatine LLC – Director |
| Executive role at public company | Boston Scientific – President, U.S. Cardiology Sales (since Oct 2021) |
| Potential interlocks/conflicts | Audit Committee reviews/approves related person transactions; no related party transactions disclosed involving Conaway |
| Hedging/pledging | Company prohibits directors and executive officers from hedging or pledging company securities |
| Service on multiple boards policy | Corporate Governance Guidelines require notification/review for additional board service; conflicts reviewed for consistency with policies |
Expertise & Qualifications
- 30+ years in medical devices with senior commercial leadership in cardiovascular sales, spanning Boston Scientific and Abbott Vascular .
- Financial and human capital oversight exposure via Compensation and Human Strategy Committee responsibilities .
- Education: B.S. (University of Phoenix); M.B.A. (University of Maryland) .
Equity Ownership
| Metric | Apr 16, 2025 | Aug 6, 2025 |
|---|---|---|
| Shares beneficially owned (number) | 15,000 | 15,000 |
| Ownership percentage | * (<1%) | * (<1%) |
| Composition detail | Not disclosed | Consists of 15,000 shares underlying options currently exercisable or within 60 days |
| Director options held (aggregate) | 45,000 options outstanding as of Dec 31, 2024 | Not updated (not disclosed) |
| Hedging/pledging status | Directors prohibited from hedging/pledging company stock | Directors prohibited from hedging/pledging company stock |
Notes: Percentages marked “*” per proxy indicate beneficial ownership of less than 1% .
Governance Assessment
- Committee alignment and independence: Conaway serves on the Compensation and Human Strategy Committee and is affirmed independent under Nasdaq rules, including heightened standards for compensation committee membership, supporting board oversight of pay and human capital matters .
- Attendance and engagement: Company reports all current directors exceeded the 75% attendance threshold in 2024; Compensation Committee met three times, indicating ongoing engagement in executive pay and human capital oversight .
- Ownership alignment: Conaway’s reported beneficial ownership is less than 1% (15,000 options, with 15,000 currently or imminently exercisable by Aug 6, 2025), suggesting limited direct equity exposure; aggregate director option holdings for him were 45,000 at year-end 2024 per program grants .
- Pay structure: Non-employee director compensation is heavily equity-based via time-vested options with single-trigger acceleration upon a sale of the Company, and a standard cash retainer with committee fees; no performance metrics (TSR or financial goals) apply to director equity .
- Related-party oversight: No related-person transactions involving Conaway are disclosed; Audit Committee is charged with reviewing and approving related party transactions, mitigating conflict risk .
- Policy safeguards: Company prohibits hedging and pledging by directors and executive officers; executive sessions of independent directors are held regularly per guidelines, enhancing independent oversight .
RED FLAGS / Watch items
- Potential perception risk: Conaway is a senior commercial executive at Boston Scientific (a large medtech firm). While no related-party transactions are disclosed, any current or future commercial ties between Fractyl and Boston Scientific would require continued Audit Committee oversight to avoid conflicts .
- Single-trigger acceleration: Director options vest fully upon a sale of the Company, which can be viewed as less shareholder-friendly than double-trigger designs in some governance frameworks; investors may monitor equity grant practices across future years .