Elisha Finney
Director at ICUI
Board
About Elisha W. Finney
Elisha W. Finney, 63, is an independent director of ICU Medical (ICUI) since January 2016. She is Chair of the Nominating/Corporate Governance Committee and a member of the Audit Committee, where she is designated an “audit committee financial expert.” Finney is retired; she served as CFO of Varian Medical Systems and previously held finance roles at Fox Group and Beatrice Foods. Her board tenure emphasizes financial expertise and governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems | CFO (1999), SVP (2005), EVP (2012); led Finance & Corporate IS | Joined 1988; 29 years with Varian | Managed ~400 staff; led accounting, IR, audit, risk, tax, treasury, IT |
| Fox Group (Foster City, CA) | Finance roles | Not disclosed | Not disclosed |
| Beatrice Foods (Chicago, IL) | Finance roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mettler Toledo | Director | Since Nov 2017 | Multinational scales and analytical instruments |
| Viatris | Director | Since Dec 2022 | Global pharma and healthcare |
| NanoString Technologies | Director | May 2017 – Jun 2024 | Prior board service |
| Laserscope | Director | Aug 2005 – Jul 2006 (sold to AMS) | Prior board service |
| Thoratec | Director | Jul 2007 – May 2013 | Mechanical circulatory support devices |
| Altera | Director | Sep 2011 – Dec 2015 (sold to Intel) | Semiconductor (PLDs) |
| Cutera | Director | Nov 2017 – May 2019 | Aesthetic systems |
| iRobot | Director | Jan 2017 – Nov 2021 | Robotics |
Board Governance
- Committee roles: Chair, Nominating/Corporate Governance; Member, Audit; Independent director per Nasdaq rules .
- Audit Committee designation: Audit committee financial expert (SEC/Nasdaq definition) .
- Attendance: Board met 6x; Nominating 2x; Audit 5x; all directors attended >75% of combined Board/committee meetings in 2024 .
- Board leadership: CEO serves as Chair; a Lead Independent Director (David C. Greenberg) is in place with a formal charter, and independent directors hold executive sessions .
- Board diversity: 7 directors; 3 female; 2 racially/ethnically diverse (context for governance quality) .
Fixed Compensation (Director)
| Component | 2024 Amount | Details |
|---|---|---|
| Cash retainer | $85,000 | Nominating/Corporate Governance Committee Chair retainer |
| Equity (RSUs) | $180,019 | 1,723 RSUs granted 5/15/2024; vest on earlier of 1-year or next annual meeting |
| Total | $265,019 | Cash + RSUs reported in 2024 Director Compensation |
Performance Compensation (Director)
| Performance-based elements | Disclosed? | Notes |
|---|---|---|
| Annual bonus tied to metrics | No | Non-employee directors receive cash retainers and time-based RSUs; no performance metrics disclosed for director pay |
| PSU/PRSU awards | No | Director grants are time-based RSUs; PSUs not disclosed for directors |
Signals: Director pay structure aligns with governance best practices (time-based RSUs plus role-based retainers), without variable pay that could impair independence .
Other Directorships & Interlocks
| Potential Interlock | Nature | Conflict Risk |
|---|---|---|
| Mettler Toledo, Viatris | External public boards | No related party transactions disclosed for 2024; independence affirmed. No disclosed dealings with ICUI suppliers/customers linked to Finney . |
Expertise & Qualifications
- Financial leadership: Former Varian CFO; led accounting, IR, internal audit, risk management, tax, treasury, and corporate IS; managed ~400 staff .
- Audit competence: Audit committee member; designated financial expert .
- Industry depth: Extensive medical devices and healthcare experience across multiple public boards .
- Independence: Board determined her independent status per Nasdaq rules .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned | 2,129 | As of March 20, 2025 |
| Shares acquirable (≤60 days) | 11,192 | Options/RSUs exercisable/vesting within 60 days |
| Total beneficial ownership | 13,321 | <1% of outstanding shares |
| Director options held | 9,469 | Outstanding as of 12/31/2024 |
| 2024 RSUs outstanding | 1,723 | Granted 5/15/2024 |
| Ownership guidelines | 3× annual base retainer within 5 years | Applies to all non-employee directors; method includes vested RSUs and certain indirect holdings |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging and pledging for directors |
Governance Assessment
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Strengths:
- Independence with dual governance roles (Nominating Chair; Audit member) and audit financial expert designation—supports board effectiveness and financial oversight .
- Attendance compliance and active committee work; board structure includes Lead Independent Director and executive sessions—mitigates combined CEO/Chair risk .
- Clean conflicts profile: No related-party transactions in 2024; compensation consultant independence affirmed; no family relationships disclosed .
- Alignment mechanisms: Director stock ownership guidelines; hedging/pledging prohibitions; clawback policy for executives enhance overall governance tone .
- Investor confidence signal: 96% say-on-pay support at 2024 meeting (reflects broader governance/compensation credibility) .
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Watch items:
- Multiple external boards (Mettler Toledo, Viatris) create time-commitment considerations; continue to monitor meeting attendance and engagement—current >75% threshold met .
- Combined CEO/Chair structure persists; reliance on Lead Independent Director and robust committee leadership is essential; Finney’s Nominating Chair role is a positive counterbalance .
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RED FLAGS: None disclosed specific to Finney—no related-party transactions, hedging/pledging prohibited, and independence affirmed .