Beverly Huss
About Beverly A. Huss
Independent director (age 65) serving since May 16, 2024. Former CEO and senior operating executive in medical devices with 25+ years’ experience; BS Metallurgical Engineering (University of Illinois) and MS Technology Management (Pepperdine). Current governance focus includes audit oversight and compensation design; affirmed independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pagonia Medical, Inc. | Chief Executive Officer | Jan 2021 – Jun 2022 | Early-stage device leadership |
| Qool Therapeutics, Inc. (Thermocure) | President & CEO | Sep 2013 – Jan 2021 | Temperature management; firm entered ABC in Nov 2020 due to COVID impact |
| Vibrynt, Inc. | President & CEO | Prior to Qool | Start-up leadership |
| Guidant Corporation | President, Endovascular Solutions; VP Global Marketing, Vascular Intervention; VP, Stent BU | Prior | Global operating and marketing leadership |
External Roles
| Company | Role | Committee Roles |
|---|---|---|
| Accuray Incorporated | Director | Chair, Compensation Committee |
| Iridex Inc. | Director | Chair, Compensation Committee |
| Vicarious Surgical Inc. | Director | Not disclosed |
| Prior Public Boards | Artes Medical, Coala-Life Group AB, Wright Medical Group N.V., Dade Behring Holdings, Inc. | Various |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee Co-Chair alongside Ralph Boyd; not on Nominating & Governance Committee .
- Independence: Board affirmed all directors independent except the President/COO; Huss is independent .
- Engagement/attendance: Board held 6 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings. Audit met 8x; Compensation met 9x; Nominating met 2x. Independent directors held executive session opportunities at each regular Board meeting (chaired by the independent Board Chairman) .
- Leadership structure: Independent, non-executive Chairman (Scott Shuda) separate from CEO .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 cash fees paid to Huss | $43,918 | Prorated for service starting May 16, 2024 |
| Standard Board cash retainer | $50,000 per Independent Director | |
| Chairman of the Board cash retainer | $90,000 | |
| Audit Committee Chair fee | $20,000; members $10,000 | |
| Compensation Committee Co-Chair fee | $10,000; members $5,000 | |
| Nominating Committee Chair fee | $10,000; members $5,000 | |
| Payment frequency | Quarterly, in arrears |
Performance Compensation
| Equity Award to Huss | Grant Size | Exercise Price | Vesting | Expiration | Fair Value |
|---|---|---|---|---|---|
| 2024 Non-employee Director Options | 35,685 shares | $6.34 per share | 1-year vest or immediate upon change in control | May 17, 2034 | $97,416 (grant-date fair value under ASC 718) |
Executive pay program changes overseen by the Compensation Committee (Huss as Co-Chair) in response to 53% Say-on-Pay support in 2024:
- Eliminated MBOs from short-term incentives starting 2025; STI metrics now 50% Adjusted EBITDA and 50% Net Revenue .
- Increased PSU weighting in LTI to 50% (from 25%), reduced options to 25%, RSUs 25%; RSU vesting moved to ratable over 3 years .
- Extended PSU performance period to 3 years with relative TSR vs. Russell 2000 .
| 2024 STI Metrics | Weight | Threshold | Target | Max | Actual Result |
|---|---|---|---|---|---|
| Adjusted EBITDA | 35% | $24.4mm | $26.5mm | $30.1mm | $26.501mm |
| Revenue | 35% | $131.4mm | $134.2mm | $141.2mm | $134.854mm |
| MBOs | 30% | See narrative | See narrative | See narrative | Fully met |
Other Directorships & Interlocks
- Shared board with INFU Chairman Scott Shuda at Iridex; Shuda is Iridex Chairman and sits on compensation and nominating committees. This interlock may enhance information flow but warrants monitoring for potential overboarding or influence concentration in compensation policies across companies .
Expertise & Qualifications
- Former CEO across multiple medtech ventures; extensive medical device and services experience spanning operations, marketing, and governance .
- Education: BS Metallurgical Engineering (University of Illinois), MS Technology Management (Pepperdine) .
- Recognized board experience with compensation leadership at Accuray and Iridex .
Equity Ownership
| Category | Amount | % of Outstanding | Detail |
|---|---|---|---|
| Total beneficial ownership | 39,985 shares | <1% | 4,300 shares held directly; 35,685 options exercisable or within 60 days |
| Options outstanding (director awards) | 35,685 | — | Not yet exercisable at 12/31/24; expire 05/17/2034 |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging and pledging; pre-clear required for monetization transactions |
Governance Assessment
- Board effectiveness: Huss adds deep medtech operating and compensation governance expertise; active roles on Audit and as Compensation Co-Chair align with her background .
- Investor alignment: Director pay mix includes modest cash and one-year options; equity plan calls for immediate vesting upon change in control, which is standard but should be balanced against dilution. The 2021 Equity Plan proposed +1,000,000 shares would bring fully diluted overhang to ~20.2%, a potential dilution risk for investors .
- Signals to watch:
- Say-on-Pay softness (53% in 2024) and subsequent program changes are positive, but ongoing monitoring of pay-performance alignment is warranted, especially with new 3-year TSR PSUs .
- Interlocks with Iridex via the Board Chairman may present perceived influence risks; ensure robust recusals and independent deliberations on cross-company matters .
- No related-party transactions disclosed for 2023–2024, supporting independence and low conflict exposure .
Overall: Strong independent credentials, active committee leadership, and responsive compensation governance. Key investor considerations include monitoring equity overhang, ensuring rigorous audit oversight, and evaluating the effectiveness of revamped incentive metrics in driving TSR and fundamentals .