Tiffany Sullivan
About Tiffany Sullivan
Tiffany Sullivan, age 50, has been an independent director of Pulmonx Corporation since July 2021. She is Senior Vice President and Chief Operating Officer, Physician Services at New York-Presbyterian Hospital (since October 2020). She holds an M.P.H. from the University of South Carolina Arnold School of Public Health and a B.A. in Biology from Columbia College; her recognitions include the Foster G. McGaw Prize and the Congressman James E. Clyburn Public Health and Health Disparities Community Leadership Award.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Maryland Capital Region Health | Senior Vice President, Clinical Integration and Ambulatory Services | Jan 2018 – Oct 2020 | Provider-side integration and ambulatory services leadership |
| University of Maryland Capital Region Health | Vice President, Community and Population Health | Jan 2016 – Dec 2017 | Community and population health strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York-Presbyterian Hospital | SVP & COO, Physician Services | Oct 2020 – present | Large academic health system executive role |
No other public company directorships are disclosed for Ms. Sullivan.
Board Governance
- Independence: The Board affirmatively determined Ms. Sullivan is independent under Nasdaq Listing Standards.
- Committee memberships (2024): Nominating & Corporate Governance Committee member.
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and committee meetings during their service. Independent directors held executive sessions at all four quarterly Board meetings.
- Board leadership: Independent Chair (Dana G. Mead, Jr.); separation of Chair and CEO roles to reinforce oversight.
- Stock ownership policy: Non-employee directors must within 5 years hold Qualifying Company Stock equal to 3× the annual Board cash retainer (excluding committee/chair retainers). For Pulmonx, the Board retainer is $45,000, implying a $135,000 guideline.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 5 |
Fixed Compensation
| Component | Policy/Amount | 2024 Value |
|---|---|---|
| Board Cash Retainer | $45,000 annual retainer | $45,000 (included within fees) |
| Committee Fees | Nominating & Governance Committee Member: $5,000 | $5,000 |
| Total Cash Fees | Sum of retainer + committee member fee | $50,000 |
| 2024 Director Compensation (Non-Employee) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Tiffany Sullivan | 50,000 | 104,990 | 154,990 |
Performance Compensation
- Annual director equity is time-based; directors received RSUs granted effective June 3, 2024, vesting on the earlier of one year from grant or the next annual meeting, subject to service. No performance metrics apply to director equity.
| Grant Type | Grant Date | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| RSU (Annual) | Jun 3, 2024 | 15,216 | Vest on earlier of one-year or next annual meeting | 104,990 |
No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; director equity is time-based.
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board seats disclosed for Ms. Sullivan. |
Related-party transactions: Pulmonx’s policy requires Audit Committee review of any related-person transactions over $120,000; the proxy does not disclose any related-person transaction involving Ms. Sullivan.
Expertise & Qualifications
- Provider-side healthcare operations and clinical integration expertise from senior roles at major health systems.
- Public health background (M.P.H.) and community/population health leadership.
- Awards recognizing excellence in community service and leadership in health disparities.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Tiffany Sullivan | 22,830 | <1% | As of Mar 15, 2025; address 700 Chesapeake Drive, Redwood City, CA |
| Equity Position Detail | Options (Exercisable) | Options (Unexercisable) | Unvested RSUs |
|---|---|---|---|
| Tiffany Sullivan (12/31/2024) | 0 | 0 | 15,216 |
| Ownership Guidelines | Requirement | Composition |
|---|---|---|
| Director Stock Ownership | 3× Board cash retainer = $135,000 of Qualifying Company Stock within 5 years | Qualifying stock includes vested options (net of strike) and RSUs |
Hedging/pledging: Pulmonx prohibits hedging, short selling, and pledging by directors under its Insider Trading Policy.
Governance Assessment
- Alignment and independence: Ms. Sullivan is independent, serves on the Nominating & Corporate Governance Committee, and meets attendance expectations; equity awards are time-based, avoiding pay-for-performance misalignment at the director level.
- Ownership alignment: She holds shares and receives annual RSUs; stock ownership guidelines target 3× retainer in 5 years, supporting alignment with shareholders.
- Conflicts/related-party risk: No related-person transactions involving Ms. Sullivan are disclosed; Pulmonx’s policy mandates review and recusal to mitigate conflicts.
- Board effectiveness signals: Independent Chair structure; active executive sessions; defined committee charters and responsibilities indicate robust governance processes.
- Shareholder feedback context: Say-on-pay improved to ~53% in 2024, with 2025 introduction of PSUs for executives—Board responsiveness to investors may enhance broader governance credibility, though this pertains to executive compensation rather than director pay.
RED FLAGS: None disclosed for Ms. Sullivan (no low attendance, no related-party transactions, no hedging/pledging, no director option repricing).