Tiffany Olson
About Tiffany Olson
Tiffany Olson, 65, is an independent director of MiMedx; she joined the Board in March 2024, holds an MBA from the University of St. Thomas and a BS in Business from the University of Minnesota, and brings executive and commercial healthcare experience from senior roles at Roche Diagnostics, Eli Lilly, Cardinal Health, and consulting/diagnostics advisory work . She currently serves on the Compensation Committee and meets Nasdaq and SEC independence standards for compensation committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health (Nuclear & Precision Health Solutions) | President | Jul 2013 – Oct 2021 | Led nuclear/precision health unit; commercial leadership |
| NaviMed (consulting) | President | 2011 – 2013 | Healthcare-focused advisory |
| Eli Lilly | Led Diagnostics | 2009 – 2011 | Diagnostics leadership |
| Roche Diagnostics Corporation | CEO & President; prior roles 1997–2005 | 2005 – 2008 (CEO); 1997–2005 (various roles) | P&L and executive leadership in diagnostics |
| Trusted Health Advisors | Partner (innovative diagnostics) | Since Sep 2023 | Consulting partner |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Telix Pharmaceuticals | Director; will become Chair | Chair effective May 23, 2025 | Public biopharma listed on ASX and Nasdaq |
| Castle Biosciences | Director | Active | Public company board member |
| Langham Logistics | Director | Active | Privately held growth-stage company |
Board Governance
- Independence: Olson is listed as an independent director; she serves as a member of the Compensation Committee alongside independent directors .
- Attendance and engagement: The Board met six times in 2024; each incumbent director attended 100% of Board and committee meetings held while serving. All current directors attended the 2024 annual meeting of shareholders .
| Committee | Role | Chair |
|---|---|---|
| Compensation Committee | Member | Chair: K. Todd Newton |
| Audit Committee | Not a member | Chair: James L. Bierman |
| Nominating & Corporate Governance | Not a member | Chair: Martin P. Sutter |
| Ethics & Compliance | Not a member | Chair: William A. “Butch” Hawkins III |
| Shareholder Vote Support | 2024 | 2025 |
|---|---|---|
| Director Election: For | 89,133,353 | 96,835,684 |
| Director Election: Against | 4,247,603 | 5,014,632 |
| Director Election: Abstain | 383,748 | 62,795 |
| Broker Non-Votes | 25,394,170 | 24,707,182 |
| Say-on-Pay (Advisory): For/Against/Abstain | 68,695,869 / 23,968,915 / 1,099,920 | 94,778,256 / 6,924,968 / 209,887 |
| Say-on-Pay Frequency (2025) | — | Annual vote adopted (One-year preference) |
Fixed Compensation
| 2024 Director Compensation (US$) | Fees Earned or Paid in Cash | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Tiffany P. Olson | $27,333 | $214,221 | $241,554 |
| 2024 Cash Fee Schedule (US$) | Chair | Non-Chair Member |
|---|---|---|
| Board Annual Retainer | $71,000 | $42,000 |
| Audit Committee | $21,000 | $11,000 |
| Compensation Committee | $16,000 | $8,500 |
| Nominating & Corporate Governance | $12,500 | $6,500 |
| Ethics & Compliance | $12,500 | $6,500 |
- Equity compensation structure: Non-employee directors receive a one-time initial grant valued at $175,000 plus a prorated portion of the prior year’s annual grant; annual director grants are $175,000, typically made at/after the annual meeting. Initial grants vest one-third annually; annual grants vest on the earlier of the next annual meeting or first anniversary .
Performance Compensation
| Equity Awards and Vesting | Detail |
|---|---|
| Unvested RSUs held (Dec 31, 2024) | 28,988 RSUs |
| Beneficially owned shares (Apr 21, 2025) | 28,988 (includes time-vesting RSUs scheduled to vest within 60 days) |
| Performance metrics tied to director pay | None disclosed; director equity is time-based restricted stock |
Other Directorships & Interlocks
- Compensation Committee interlocks: None of the Company’s executive officers served on compensation committees of other entities with reciprocal service on MDXG’s Board; MDXG’s Compensation Committee consists of K. Todd Newton (Chair), Martin P. Sutter, and Tiffany Olson .
- Related party transactions: The Company reports no related party transactions since January 1, 2024 requiring disclosure under SEC/Nasdaq rules .
Expertise & Qualifications
- Skills matrix: Olson is designated with skills in leadership, public company boards, industry knowledge, sales/marketing, public policy/regulation, and reimbursement/market access .
Equity Ownership
| Beneficial Ownership | Shares | % of Outstanding |
|---|---|---|
| As of Apr 8, 2024 | 0 | <1% |
| As of Apr 21, 2025 | 28,988 | <1% |
| Ownership Detail (as of Dec 31, 2024) | Count |
|---|---|
| Unvested RSUs | 28,988 |
- Stock ownership guidelines: Non-employee directors must own stock valued at least three times their annual gross cash compensation within three years of election; newly elected directors have three years to comply .
- Hedging/pledging: Directors are prohibited from hedging Company stock and from holding Company securities in margin accounts or pledging as collateral .
Governance Assessment
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Positive signals:
- Independent status and active committee role; Compensation Committee independence affirmed and held six meetings in 2024, indicating engagement in pay oversight .
- Strong shareholder support in director elections across 2024 and 2025; Say-on-Pay advisory approvals passed, and annual frequency adopted, supporting governance credibility .
- 100% attendance by all incumbent directors for Board and committee meetings in 2024; Olson joined in March 2024 and is included in the “each incumbent” attendance statement .
- No related party transactions disclosed; hedging and pledging barred by policy, reducing alignment risks .
- Director ownership guidelines in place to strengthen alignment; Olson is within the three-year compliance window .
-
Watch items and potential risks:
- Multiple external roles including serving as Chair of Telix effective May 23, 2025 may introduce time-commitment considerations; continued 100% attendance mitigates this risk to date .
- Current beneficial ownership is <1% and largely comprised of time-based RSUs; alignment will depend on continued accumulation toward stock ownership guidelines over the compliance period .