Dorothy Puhy
About Dorothy E. Puhy
Independent director of MiMedx (MDXG); age 73; appointed March 2024. Former CFO and EVP/COO of Dana-Farber Cancer Institute (1994–2019) and EVP/CFO of New England Medical Center (now Tufts Medical Center); MBA from Wharton and BA from the University of Pennsylvania. The Board classifies her as independent; she serves on the Audit Committee and has been designated an “audit committee financial expert” by the Board. In 2024, each incumbent director attended 100% of Board and committee meetings held while serving; all current directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana-Farber Cancer Institute | CFO; EVP/COO | 1994–2019 | Senior financial and operating leadership at a leading academic oncology institution |
| New England Medical Center (Tufts Medical Center) | EVP/CFO | Pre-1994 (dates not separately disclosed) | Enterprise finance leadership for academic medical center |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Abiomed | Director (prior) | Not disclosed | Previously held; no current service disclosed |
| Azenta | Director (prior) | Not disclosed | Previously held; no current service disclosed |
| Eaton Vance | Director (prior) | Not disclosed | Previously held; no current service disclosed |
| Reebok | Director (prior) | Not disclosed | Previously held; no current service disclosed |
Board Governance
- Independence: Classified as independent by the Board; not an EW Healthcare Partners nominee (EW designees are Hawkins and Sutter).
- Committee assignments: Audit Committee member; designated an “audit committee financial expert.” No other committee assignments disclosed.
- Attendance and engagement: In 2024, each incumbent director attended 100% of aggregate Board and applicable committee meetings; all current directors attended the 2024 annual meeting.
- Board leadership: Board chaired by an independent director; no separate lead independent director.
Fixed Compensation
Director pay structure emphasizes equity with cash retainers by role.
- Cash retainer schedule (2024): Board Chair $71,000; Board member $42,000; Audit Chair $21,000 / member $11,000; Compensation Chair $16,000 / member $8,500; Nominating Chair $12,500 / member $6,500; Ethics & Compliance Chair $12,500 / member $6,500.
- Equity policy for directors: Upon appointment, one-time restricted stock grant valued at $175,000 plus pro-rated prior year annual grant; annual restricted stock grant of $175,000 thereafter; vests upon earlier of next annual meeting or first anniversary.
2024 Director compensation for Dorothy E. Puhy:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $28,167 |
| Stock Awards (grant-date fair value) | $214,221 |
| Total | $242,388 |
Unvested director RSUs at 12/31/2024:
| RSUs Unvested | As of |
|---|---|
| 28,988 | 12/31/2024 |
Performance Compensation
- Non-employee director pay has no disclosed performance-conditioned components; equity awards are time-based and vest at the earlier of 12 months or the next annual meeting (i.e., no director-level performance metrics).
Other Directorships & Interlocks
- Current public company boards: None disclosed for Puhy.
- Compensation Committee interlocks: Company discloses no executive officer interlocks; none specific to Puhy.
- Investor designation dynamics: EW Healthcare Partners retains board nomination rights; Puhy is not an EW designee.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive CFO background at major academic medical centers.
- Healthcare and governance experience: Executive and financial expertise in the healthcare industry; prior service on multiple public company boards.
- Education: MBA (Wharton); BA (University of Pennsylvania).
Equity Ownership
Beneficial ownership and alignment mechanisms.
- Beneficial ownership (record date 4/21/2025): 28,988 shares.
- Director ownership guidelines: Must own shares equal to ≥3x annual gross cash compensation; newly elected directors have three years to comply.
- Hedging/pledging: Company prohibits hedging and pledging of Company securities by directors and officers.
- Recent Form 4 activity: On June 18, 2025, received annual restricted stock grant of 28,609 shares at $6.47; post-transaction direct holdings reported at 57,597 shares; vests at earlier of 12 months or next annual meeting.
Insider transactions (recent):
| Date | Transaction | Shares | Price | Post-transaction Direct Holdings |
|---|---|---|---|---|
| 06/18/2025 | Annual restricted stock grant (Rule 16b-3) | 28,609 | $6.47 | 57,597 |
Governance Assessment
-
Positives
- Independent director with deep healthcare finance/operations background; designated audit committee financial expert.
- Strong engagement: 2024 Board-level disclosure shows 100% attendance by incumbents; she serves on a financially critical committee.
- Equity-centric director pay and formal director ownership guidelines support alignment; prohibited hedging/pledging reduces misalignment risk.
- No related-party transactions disclosed involving directors/officers since 1/1/2024.
-
Watch items
- Early tenure (appointed March 2024) implies ownership guideline ramp remains in the three-year compliance window; beneficial ownership at the April 2025 record date was 28,988 shares, later increased via 2025 annual grant.
- Board includes two investor-designated directors under EW nomination rights (not Puhy), a governance dynamic to monitor though independence requirements are met.