Glendon French
About Glendon French
Glendon E. French, age 63, is a Class I director at Pulmonx (Nasdaq: LUNG) who served as President & CEO from December 2014 to March 2024 and then as Senior Advisor through May 2024; he holds a B.A. in History from Dartmouth College and an M.B.A. from Wharton . Company performance during the latest reported full year showed 22% revenue growth to $83.8 million and improved Adjusted EBITDA loss versus 2023, while cumulative TSR measured for pay-versus-performance disclosures was $9.84 on a $100 base in 2024 (down vs 2023) and net loss was $56.4 million . In 2024 pay-versus-performance, “compensation actually paid” to French was negative, reflecting equity fair value adjustments as he transitioned out of the CEO role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pulmonx Corporation | President & Chief Executive Officer; Senior Advisor | CEO: Dec 2014–Mar 2024; Advisor: Mar–May 2024 | Led commercialization of minimally invasive COPD treatments; ensured transition to new CEO |
| ApniCure | Chief Executive Officer & Director | Jan–Nov 2014 | Led medtech company operations prior to Pulmonx |
| Boston Scientific (Pulmonary Endoscopy) | President | Oct 2010–Dec 2012 | Led pulmonary endoscopy business segment |
| Asthmatx, Inc. | President & CEO; Director | Dec 2003–Oct 2010 | Led development/commercialization of pulmonary device company |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Myka Labs, Inc. | Director | Since Jul 2024 | Board oversight and industry network expansion |
| CoLabs, Inc. | Director | Since Jan 2025 | Board governance and strategy input |
| EDAP TMS S.A. | Director | Since Feb 2025 | Public company board service; committee roles not disclosed |
| Levita Magnetics International Corp. | Executive Chairman | Aug 2013–Jan 2022 | Guided governance and strategic direction at medtech firm |
Fixed Compensation
Multi-year executive compensation (summary for French):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 195,564 | — | — | — | — | 135,222 (includes $30,000 cash retainer and $104,990 director RSUs) | 330,786 |
| 2023 | 580,000 | — | 1,991,780 | 2,769,581 | 453,270 | 666 | 5,795,297 |
Notes:
- French was not eligible for severance, 2024 corporate bonus, or a 2024 employee equity grant upon resignation; he received director compensation from March 2024 onward .
Performance Compensation
Annual cash bonus plan design (company-wide, 2024):
| Metric | Weighting | Target/Payout Design | 2024 outcome | Vesting/Timing |
|---|---|---|---|---|
| Revenue | 65% | Thresholds, discounting below target; max cap 200% | Achieved above minimum threshold but below target | Annual bonus paid in March following year |
| Adjusted EBITDA | 10% | Overachievement feature capped at 150% | Overachieved | Same as above |
| Strategic objectives (commercial/clinical/regulatory/StratX) | 25% | Objective criteria; caps | Most achieved at target | Same as above |
| Total plan achievement | — | — | 82% of target for 2024 | Bonuses paid March 2025 |
Notes:
- French was not eligible for the 2024 corporate bonus due to resignation terms .
Equity Ownership & Alignment
Beneficial ownership and alignment as of March 15, 2025:
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Glendon E. French | 1,462,907 | 3.6% | 889,733 shares held; 547,567 options exercisable; 25,607 options vesting within 60 days |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 8/28/2020 | Option (CEO grant) | 156,249 | — | 2.20 | 8/28/2030 | — | — |
| 6/1/2021 | Option | 90,737 | 12,963 | 43.40 | 5/31/2031 | — | — |
| 6/1/2021 | RSU | — | — | — | — | 5,700 | 38,703 (at $6.79) |
| 3/1/2022 | Option | 106,287 | 48,313 | 26.56 | 2/29/2032 | — | — |
| 3/1/2022 | RSU | — | — | — | — | 21,782 | 147,900 (at $6.79) |
| 3/1/2023 | Option | 155,881 | 200,419 | 11.48 | 2/28/2033 | — | — |
| 3/1/2023 | RSU | — | — | — | — | 97,594 | 662,663 (at $6.79) |
| 6/3/2024 | Director RSU | — | — | — | — | 15,216 | 103,317 (at $6.79) |
Vesting schedules and selling pressure levers:
- Option awards labeled (4) vest monthly over 48 months from vest commencement; RSUs labeled (5) vest quarterly over 4 years; director RSUs labeled (6) vest on the earlier of the one-year anniversary of grant or the next annual meeting (the next annual meeting occurred May 22, 2025) .
- Insider trading policy prohibits hedging, short selling, and pledging of company stock; a Stock Ownership Policy requires non-employee directors to hold stock valued at 3x the annual cash retainer within 5 years; executives must hold 1x salary (CEO: 3x salary) within 5 years .
Employment Terms
- Resignation: French resigned as President & CEO effective March 15, 2024; served as Senior Advisor through May 1, 2024, continuing salary/benefits during the advisory period; not eligible for severance, 2024 corporate bonus, or a 2024 employee equity grant; outstanding equity continues to vest subject to continued Board service .
- Severance & Change-in-Control (CIC) Plan: Double-trigger benefits include 12 months of base salary (for executives other than CEO), target annual bonus, COBRA reimbursement, and 100% acceleration of unvested time-based equity upon a qualifying termination in connection with a CIC; outside a CIC, severance is 9 months base salary plus COBRA reimbursement; all contingent on signing a release .
- Clawback: Dodd-Frank compliant clawback policy implemented; SOX 304 applies to CEO/CFO in case of misconduct-related restatements .
Board Governance
- Service: Director since December 2014; Class I director continuing in office until the 2027 annual meeting .
- Independence: Not considered independent due to past CEO role and Senior Advisor service through May 2024 .
- Committee assignments: 2024 committee membership table does not list French on Audit, Compensation, or Nominating/Governance committees; committee chairs were Florin (Audit), Ferrari (Compensation), and Garinois-Melenikiotou (Nominating/Governance) .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and committee meetings; independent directors met in executive sessions each quarter .
- Board leadership: Independent chair structure (Chair: Dana G. Mead, Jr.) with separation of CEO and Chair roles to reinforce oversight .
Director Compensation
Policy rates (cash retainers):
| Position | Annual cash retainer ($) |
|---|---|
| Board member | 45,000 |
| Non-Executive Chair | 40,000 |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,500 |
| Nominating & Governance Chair / Member | 10,000 / 5,000 |
- Equity: Annual director equity grant valued at $125,000 in options and/or RSUs; annual RSUs vest fully on the earlier of one year or the next annual meeting; director awards accelerate upon change in control .
- French’s 2024 director pay after CEO resignation: $30,000 cash retainer and $104,990 RSUs, included within “All Other Compensation” for 2024 ; he received a 15,216 RSU grant effective June 3, 2024 under the director policy .
Compensation Structure Analysis
- Sharp shift from primarily equity-linked CEO compensation in 2023 to minimal pay as a director in 2024 due to transition (Total comp fell from $5.80 million in 2023 to $0.33 million in 2024; no 2024 executive equity grant) .
- Company added performance stock units (PSUs) to the 2025 executive program with payouts based on two-year consolidated cumulative revenue; CEO 2025 mix: 25% PSUs, 25% options, 50% RSUs; other executives: 25% PSUs, 75% RSUs—responding to shareholder feedback to increase performance-based equity .
- 2024 annual bonus plan had clear, capped metrics and delivered 82% of target achievement; aligns incentives to revenue and Adjusted EBITDA but French was not eligible post-resignation .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay: For 14,708,726; Against 14,202,629; Abstain 10,428; Broker non-votes 4,400,582 .
- 2024 say-on-pay (for 2023 compensation): ~53% approval, improved from <50% in 2023 after shareholder outreach and disclosure enhancements .
Risk Indicators & Red Flags
- Independence: French is a non-independent director due to recent executive role; dual role transition is explicitly acknowledged by the Board .
- Alignment: Pledging, hedging, and short selling prohibited by policy; stock ownership guidelines in place for directors and executives .
- Governance responsiveness: Compensation Committee engaged FW Cook (no conflicts identified) and adjusted programs based on shareholder feedback, including adding PSUs in 2025 .
- Voting signal: Tight 2025 say-on-pay margin suggests ongoing investor scrutiny of compensation alignment .
Investment Implications
- Ownership and vesting imply continued equity-based alignment: French beneficially owns ~3.6% of shares, with significant vested and vesting options/RSUs; director RSUs vest on the earlier of one-year or next annual meeting, creating predictable near-term supply dynamics .
- Compensation risk has abated with the transition: no 2024 executive grants or bonus for French; future compensation is under director policy rather than NEO plans, reducing pay-for-performance misalignment risk for French specifically .
- Governance quality: Independent chair, committee independence, clawback, and no pledging policy are positives; however, tight say-on-pay votes highlight investor focus on compensation rigor and performance linkage across the broader executive team .