Daniel Florin
About Daniel P. Florin
Independent director of Pulmonx Corporation since January 2020; age 60 as of March 31, 2025. Former EVP/CFO and interim CEO of Zimmer Biomet, CFO of Biomet, and VP/Corporate Controller at Boston Scientific; currently CEO of Catholic Charities Diocese of Fort Wayne–South Bend since February 2022. Designated “audit committee financial expert” and serves as Audit Committee Chair; Board determined he is independent under Nasdaq standards. Holds a B.A. in Accounting (University of Notre Dame) and an M.B.A. (Boston University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer Biomet Holdings, Inc. | EVP & CFO; Interim CEO | CFO: Jun 2015–Jul 2019; Interim CEO: Jul–Dec 2017; EVP (Jul 2019–Mar 2020) | Led finance at a public medtech; interim CEO experience |
| Biomet, Inc. | SVP & CFO | Jun 2007–Jun 2015 | Pre-merger CFO leadership |
| Boston Scientific Corporation | VP & Corporate Controller | Jan 2001–May 2007 | Corporate accounting leadership at large-cap medtech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Charities Diocese of Fort Wayne–South Bend | Chief Executive Officer | Feb 2022–present | Nonprofit leadership; social sector exposure |
| AtriCure, Inc. | Director | Dec 2019–May 2022 | Prior public company board experience |
Board Governance
- Committee assignments (FY2024): Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance .
- Independence: Board affirmed Florin is independent under Nasdaq standards .
- Audit expertise: Board designated Florin as an “audit committee financial expert” .
- Board attendance: Board met 6 times in FY2024; each director attended ≥75% of Board and committee meetings during their service period .
- Executive sessions: Independent directors held executive sessions at all four scheduled quarterly Board meetings in FY2024 .
- Committee activity levels (FY2024): Audit 8 meetings; Compensation 6; Nominating & Corporate Governance 5 .
- Board leadership: Independent Chair (Dana G. Mead, Jr.), separation of Chair/CEO roles .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Cash fees earned (2024) | $72,500 | Board retainer $45,000; Audit Chair $20,000; Compensation Committee member $7,500 |
| Equity award grant date | Jun 3, 2024 | Director RSU grant under policy |
| Equity award fair value (2024) | $104,990 | Aggregate grant date fair value of RSUs |
| Total director compensation (2024) | $177,490 | Sum of cash and equity |
Director cash fee schedule (policy): Board $45,000; Non-Executive Chair add $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 .
Performance Compensation (Director)
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| None disclosed | No | Director equity is time-based RSUs; annual value targeted at $125,000; RSUs vest on earlier of one year from grant or next annual meeting . Change in control accelerates unvested director equity . |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Status |
|---|---|---|---|
| Zimmer Biomet; Boston Scientific | Former executive roles | Large medtech peers; possible network overlap | Board affirmed independence; no disqualifying relationships found |
| AtriCure, Inc. | Prior director | Cardiac device company peer | Prior role ended May 2022 |
Related-party transactions: Company policy requires Audit Committee review/approval of transactions >$120,000 involving related persons; no related-party transactions disclosed involving Florin in the proxy .
Expertise & Qualifications
- Audit committee financial expert designation by the Board .
- Deep public-company finance experience (EVP/CFO, controller) in medtech .
- Interim CEO experience (Zimmer Biomet) .
- Formal accounting/finance education (Notre Dame; Boston University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 15, 2025) | 72,041 shares | 41,541 shares held directly; 30,500 options immediately exercisable |
| Unvested RSUs outstanding (Dec 31, 2024) | 15,216 | Annual director grant; vests earlier of one year or next annual meeting |
| Ownership as % of shares outstanding | <1% | Company categorizes as “less than one percent”; 40,237,480 shares outstanding |
| Stock ownership guidelines | 3x annual Board cash retainer within 5 years | Applies to non-employee directors; includes vested options and RSUs in calculation |
| Hedging/pledging | Prohibited for directors | Insider Trading Policy prohibits hedging/short selling/pledging |
Insider Trades (Alignment Signal)
| Date | Type | Shares | Price | Total | Post-Transaction Holdings |
|---|---|---|---|---|---|
| Jun 5, 2025 | Open-market purchase | 23,321 | $3.06 | $71,362 | 117,231 shares |
| Jun 3, 2024 | Director RSU grant | 15,216 | — | — | 56,757 direct listed (grant reflected) |
Note: 2025 purchase is a positive “skin-in-the-game” signal for alignment; details per Form 4 filings above.
Governance Assessment
-
Strengths
- Independent director with audit chair role and “financial expert” designation; enhances board oversight of financial reporting, controls and risk .
- Good engagement/attendance: Board/committees active in FY2024; directors met ≥75% attendance thresholds .
- Ownership alignment mechanisms: director RSUs and stock ownership guidelines (3x cash retainer), hedging/pledging prohibited; recent insider buy by Florin supports alignment .
-
Watch items / RED FLAGS
- Say-on-pay support only ~53% in 2024 (up from <50% prior year), indicating lingering shareholder concerns about executive pay; board responded with adding PSUs in 2025, which is positive but continued monitoring warranted .
- No specific related-party transactions disclosed for Florin, and independence reaffirmed; continue to monitor potential interlocks given prior roles at major medtechs .
-
Compensation committee process
- Use of independent consultant FW Cook; committee concluded no conflicts of interest .
- Enhanced transparency and investor outreach following prior low say-on-pay results; bonus plan tied primarily to revenue and Adjusted EBITDA with caps; no discretionary adjustments to 2024 payouts .
Overall, Florin’s audit leadership, independence, and recent share purchase support investor confidence in board effectiveness; shareholder feedback on pay was meaningfully addressed via 2025 PSU introduction, though continued scrutiny of executive compensation outcomes is warranted .