Frank Wilson
NOVANTAAbout Frank A. Wilson
Independent director since May 13, 2021 (age 66); Audit Committee Chair and Compensation Committee member. Former CFO and SVP of PerkinElmer (2009–2018), with earlier senior finance and IR roles at Danaher, and divisional CFO at AlliedSignal/Honeywell. Certified Public Accountant and the Board-designated “audit committee financial expert.” Current public company directorships include Alkermes plc (since 2019) and Cabot Corporation (since 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PerkinElmer, Inc. | Chief Financial Officer & SVP | 2009–2018 | Led finance for a global life sciences/diagnostics company |
| Danaher Corporation | Corporate VP, Investor Relations; other finance/business development roles | “Over 12 years” (not individually dated) | Built capital markets and BD expertise at a scaled operator |
| AlliedSignal, Inc. (Honeywell) | VP Finance & CFO, Commercial Avionics Systems | Not disclosed | Division-level P&L and controls leadership |
| PepsiCo; E.F. Hutton; KPMG | Finance/controllership and earlier roles | Not disclosed | CPA credential; capital markets foundation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Alkermes plc | Director | Since 2019 | Public biopharma board |
| Cabot Corporation | Director | Since 2018 | Public specialty chemicals board |
| Sparton Corporation (prior) | Director; Audit Chair; Board Chair | 2015–early 2019 | Public electromechanical devices; chair roles indicate governance depth |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committee assignments | Audit Committee Chair; Compensation Committee member |
| Financial expert | Designated “audit committee financial expert” by the Board |
| Years of service | Director since May 13, 2021 |
| Attendance (2024) | Each director attended ≥83% of Board meetings and 100% of their committees; Board met 6x; Audit 5x; Compensation 3x |
| Auditor oversight | Audit Committee led competitive process changing auditor from PwC to Deloitte in 2024; no disagreements or reportable events disclosed |
| Executive sessions | Independent directors meet in executive session; Lead Director presides |
Fixed Compensation
| Component | NOVT Policy | Frank A. Wilson (2024) |
|---|---|---|
| Annual cash retainer | $67,500 cash to non-employee directors | $102,500 cash total (base + chair/member fees) |
| Committee chair/member fees | Audit Chair $25,000; Comp Chair $20,000; ESG Chair $15,000; Members: Audit $10,000; Comp $10,000; ESG $5,000 | Included in $102,500 cash given Audit Chair and Comp member roles |
| Equity retainer | $200,000 grant-date fair value in RSUs; vest upon grant and convert to common shares on 1st anniversary | $199,953 stock awards (grant-date FV) |
| Indemnification | Directors party to indemnification agreements | Covered by standard agreement |
Performance Compensation
Non-employee directors do not receive performance-based incentives (no PSU/option performance metrics); equity is delivered as time-based RSUs with immediate vesting on grant and share settlement after one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Alkermes plc (since 2019); Cabot Corporation (since 2018) |
| Prior public boards | Sparton Corporation (2015–early 2019), incl. Audit Chair and Board Chair |
| Interlocks/conflicts | No related-party transactions involving Wilson disclosed; Board maintains a formal related-party transaction review/approval policy |
Expertise & Qualifications
- CPA; deep CFO experience in life sciences/industrial technology; public company IR and BD expertise (Danaher); divisional CFO/operator background (Honeywell) .
- Board-level audit leadership and risk oversight; designated audit committee financial expert .
- Governance practices include anti-hedging/anti-pledging, clawback policy aligned with SEC/Nasdaq rules .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership | 3,845 NOVT shares (<1% of outstanding) |
| Deferred stock units (DSUs) | 1,223 DSUs (fully vested; settle upon board departure) |
| RSUs outstanding (12/31/24) | 1,217 RSUs (vested on grant; settle on first anniversary) |
| Ownership guidelines | Directors must hold 5x annual cash retainer; all directors in compliance as of 12/31/24 |
| Hedging/pledging | Prohibited by policy (alignment positive; pledging red flag mitigated) |
Governance Assessment
-
Strengths
- Independent; Audit Chair; SEC-designated financial expert; strong attendance; dual service on Compensation Committee indicates broad governance capability .
- Oversight credibility reinforced by orderly auditor transition to Deloitte with no disagreements/reportable events .
- Compensation structure for directors is straightforward, with modest cash plus equity retainer; no performance gaming risk at the board level .
- Shareholder alignment features: stock ownership guidelines; anti-hedging/anti-pledging; clawback regime adopted .
- Shareholder say-on-pay support strong in 2024 (98% approval), reflecting confidence in the comp framework Wilson helps oversee as a Compensation Committee member .
-
Watch items
- Multiple board seats (NOVT, Alkermes, Cabot) increase workload but no attendance or engagement issues are indicated (100% committee attendance; ≥83% Board) .
- No related-party exposures disclosed; continue to monitor given prior affiliations (Danaher, PerkinElmer) in adjacent end markets—policy/process in place to review any such matters .
-
Overall implication for investor confidence
- Wilson’s financial expertise and audit leadership, combined with clean auditor change dynamics and strong attendance, are positive signals for oversight quality and financial reporting integrity. Director pay and ownership policies support alignment, with no red-flag practices (e.g., hedging/pledging, option repricing) disclosed .