Georgia Garinois-Melenikiotou
About Georgia Garinois‑Melenikiotou
Independent director of Pulmonx (LUNG) since September 2020; age 65. Former Executive Vice President, Corporate Marketing at The Estée Lauder Companies (2015–2020; SVP 2010–2014) with 27 years prior at Johnson & Johnson in senior global beauty leadership roles. She holds a B.S. and M.S. in Engineering from the National Technical University of Athens and an M.B.A. from MIT Sloan. She is designated independent under Nasdaq rules and serves on Pulmonx’s Audit Committee and chairs its Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies | EVP, Corporate Marketing; previously SVP, Corporate Marketing | EVP: Jan 2015–Jul 2020; SVP: Apr 2010–Dec 2014 | Led corporate marketing; global consumer growth expertise relevant to commercialization and brand strategy . |
| Johnson & Johnson | Multiple senior leadership roles; most recently President, Beauty Global Business Unit Strategy & New Growth; previously President, Beauty Care EAME | J&J tenure ~27 years; Beauty GBU Strategy 2007–2010; Beauty Care EAME 2006–2007 | Global portfolio strategy and EMEA operations leadership; consumer health/beauty domain depth . |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Douglas Group (European beauty retailer) | Director | Since Mar 2024 | Current public company board . |
| Inspire Medical Systems (medical device) | Director | Since Jul 2020 | Current public company board; note interlock with Pulmonx Chair Dana G. Mead, Jr., who is also on Inspire’s board and serves on its audit committee . |
| Almirall S.A. | Director (former) | Jun 2016–Jun 2022 | Former public company board . |
| Natura & Co Holding S.A. | Director (former) | Apr 2021–Sep 2024 | Former public company board . |
| MIT Sloan School of Management | Board of Directors | Ongoing | Academic board role . |
Board Governance
- Independence: The Board determined Ms. Garinois‑Melenikiotou is independent under Nasdaq standards .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Meeting cadence and attendance: Board met 6 times in 2024; Audit (8), Compensation (6), Nominating & Governance (5). Each director attended at least 75% of the aggregate Board/committee meetings for which they served in 2024; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Dana G. Mead, Jr.); independent directors held executive sessions at all four scheduled quarterly Board meetings in 2024 .
- Audit financial expert: The Audit Committee’s designated financial expert is director Daniel P. Florin (not Ms. Garinois‑Melenikiotou) .
Fixed Compensation (Non‑Employee Director)
| Component | Policy Amount | 2024 Actual for G. Garinois‑Melenikiotou |
|---|---|---|
| Annual Board cash retainer | $45,000 | Included in $65,000 cash fees . |
| Audit Committee member fee | $10,000 | Included in $65,000 cash fees . |
| Nominating & Governance Committee chair fee | $10,000 | Included in $65,000 cash fees . |
| Total cash fees (2024) | — | $65,000 . |
Performance Compensation (Equity – Directors)
| Item | Detail |
|---|---|
| Annual director equity policy | Annual equity grant with aggregate value of $125,000 in options and/or RSUs; vests over one year (RSUs vest on earlier of one year or next annual meeting) . |
| 2024 grant (timing and vesting) | RSU awards to non‑employee directors effective June 3, 2024; vest on earlier of one‑year anniversary or date of next annual meeting, subject to service . |
| 2024 equity fair value (GGM) | Stock awards reported at $104,990 grant‑date fair value for 2024 . |
| 2024 RSU units outstanding at 12/31/24 (GGM) | 15,216 unvested RSUs . |
Detailed 2024 director equity awards
| Grant date | Instrument | Units/Shares | Grant-date fair value | Vesting schedule |
|---|---|---|---|---|
| Jun 3, 2024 | RSU | 15,216 | $104,990 | Fully vests at earlier of one‑year from grant or next annual meeting, subject to continuous service . |
Other Directorships & Interlocks
- Current public boards: Douglas Group (since Mar 2024) and Inspire Medical Systems (since Jul 2020) .
- Interlock note: Pulmonx Chair Dana G. Mead, Jr. is also on Inspire Medical Systems’ board (serves on its audit committee), creating a network interlock with Ms. Garinois‑Melenikiotou at Inspire. No related‑party transactions between Pulmonx and Inspire are disclosed in the proxy .
Expertise & Qualifications
- Core expertise: Global marketing, brand strategy, consumer insights, and growth strategy from Estée Lauder and Johnson & Johnson .
- Education: B.S. and M.S. in Engineering (National Technical University of Athens); M.B.A. (MIT Sloan) .
- Board skills contribution: Nominating & Governance chair role and Audit Committee service; not designated as the Audit Committee financial expert .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership | 72,345 shares (<1% of outstanding) . |
| Ownership breakdown | 47,345 shares held directly; 25,000 shares issuable via immediately exercisable options . |
| Unvested RSUs at 12/31/24 | 15,216 units . |
| Ownership guidelines | Non‑employee directors required to hold 3x annual cash retainer within five years (shares, vested options net of strike, and RSUs count) . |
| Hedging/pledging | Company policy prohibits hedging, short selling, and pledging by directors . |
Governance Assessment
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Strengths
- Independent director with leadership as Nominating & Governance Committee Chair and Audit Committee member; Board has an independent Chair and held independent‐director executive sessions quarterly in 2024 .
- Strong engagement: at least 75% attendance; Board and committees met regularly (Board 6; Audit 8; Nominating 5 in 2024) .
- Ownership alignment: Mix of cash and equity; 2024 stock awards of $104,990 and cash fees of $65,000; stock ownership guidelines apply; hedging/pledging prohibited .
-
Watch items / Potential red flags
- Network interlock: She serves on Inspire Medical Systems’ board alongside Pulmonx’s independent Chair (Dana Mead) on that same company’s board. While no related‑party transactions are disclosed, investors may monitor for any future conflicts or information flow concerns across the two boards .
- Say‑on‑pay signal: Company’s 2024 say‑on‑pay passed with ~53% support (improvement from <50% in 2023), indicating ongoing investor scrutiny of compensation practices; the Board responded by introducing PSUs for executives in 2025 with 2‑year cumulative revenue metrics .
-
Compensation committee responsiveness (context for Board oversight)
- Independent compensation consultant (FW Cook) engaged; Committee evaluated consultant independence and found no conflicts .
- 2024 annual bonus program weighted 75% to financials (Revenue 65%, Adjusted EBITDA 10%); total payout achieved 82% of target with no discretionary adjustments, aligning with shareholder feedback for objective, capped metrics .
- 2025 introduction of PSUs for executives (including metric disclosure: two‑year cumulative revenue) reflects explicit shareholder engagement outcomes .
Director Compensation (2024 snapshot)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $65,000 . |
| Stock Awards (grant-date fair value) | $104,990 . |
| Total | $169,990 . |
| Outstanding options at 12/31/24 | 25,000 options . |
| Unvested RSUs at 12/31/24 | 15,216 . |
Board Governance Details (Committee Map)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 8 . |
| Nominating & Corporate Governance | Chair | 5 . |
Related‑Party Transactions and Policies
- Policy: Written related‑person transactions policy requires Audit Committee review/approval for transactions >$120,000 with directors/executives/5% holders or their immediate family; recusal if a director has an interest .
- Disclosures: No related‑party transactions involving Ms. Garinois‑Melenikiotou are disclosed in the 2025 proxy .
Risk Controls and Shareholder Alignment Policies
- Clawback: Dodd‑Frank‑compliant recoupment policy adopted, in addition to Sarbanes‑Oxley section 304 obligations (primarily applicable to CEO/CFO) .
- Insider Trading: Prohibits hedging, short selling, pledging, and derivative transactions for directors and officers .
- Director Stock Ownership: 3x annual cash retainer within five years; policy applies to non‑employee directors .
Investor Takeaways: Ms. Garinois‑Melenikiotou is an independent, engaged director with governance leadership (Nominating & Governance Chair) and consumer/marketing expertise. Monitor the Inspire Medical Systems interlock with the Pulmonx Chair for any potential conflict optics; the Board appears responsive to investor feedback (PSUs added in 2025, clearer bonus metrics), but recent say‑on‑pay results suggest continued shareholder focus on pay‑for‑performance alignment .