Archelle Georgiou, M.D.
NuwellisAbout Archelle Georgiou, M.D.
Archelle Georgiou, M.D. is an independent director of Nuwellis, Inc., serving since November 2023. She is President of Georgiou Consulting, LLC (since January 2008), previously held senior executive roles including Chief Medical Officer at UnitedHealth Group (1995–2007) and Chief Medical/Health Officer at Starkey Hearing Technologies (2020–2022); she holds an M.D. from Johns Hopkins and was board-certified in Internal Medicine. As of 2024 she was 61; she has extensive governance experience including prior public-company board service and leadership of nonprofit committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Chief Medical Officer and senior executive | Mar 1995–Dec 2007 | Led clinical strategy and operations at a major managed care company |
| Starkey Hearing Technologies | Chief Medical Officer / Chief Health Officer | Jan 2020–Dec 2022 | Medical leadership in medtech; clinical strategy |
| University of Minnesota, Carlson School | Executive in Residence | Jul 2014–present | Healthcare leadership education; advisory |
| Children’s Hospital & Clinics of Minnesota | Chair of the Board | Feb 2022–Feb 2024 | Board leadership of nonprofit health system |
| Tivity Health, Inc. (public) | Director | May 2016–May 2019 | Served on governance and compensation committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgiou Consulting, LLC | President | Jan 2008–present | Strategic advisory in consumer-centered healthcare |
| Children’s Hospital & Clinics of Minnesota | Chair, Nominating & Governance Committee | Current | Oversees board composition and governance policy |
Board Governance
- Independence: The Board affirmed Dr. Georgiou is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Governance are independent. Hedging/monetization transactions are prohibited by insider trading policy.
- Committee assignments and chair roles:
- 2025 (current): Chair, Compensation; Member status not indicated for other committees. Committee meetings in 2024: Audit (4), Compensation (3), Nominating (2).
- 2024: Chair, Nominating & Governance; Member, Compensation. Committee meetings in 2023: Audit (4), Compensation (2), Nominating (1).
- Attendance and engagement:
- Board met 11 times in 2023; each director attended ≥75% of Board/committee meetings; all directors attended 2023 annual meeting.
- Board met 27 times in 2024; each director attended ≥75% of Board/committee meetings; two directors attended the 2024 annual meeting.
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | 11 | 27 |
| Each Director ≥75% Attendance | Yes | Yes |
| Committee Meetings (Audit / Comp / NomGov) | 4 / 2 / 1 | 4 / 3 / 2 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 49,300 | Non-employee director cash retainer and committee fees |
| Policy Components | Base $45,000; Lead Independent +$10,000; Chair of Board +$15,000; Committee Chairs: Audit $15,000; Comp $10,000; NomGov $10,000; Committee Members: Audit $7,500; Comp $5,000; NomGov $5,000 (paid quarterly) | Amended & Restated Non-Employee Director Compensation Policy |
Performance Compensation
| Equity Element | Detail | Vesting / Value |
|---|---|---|
| Option Awards (2024) | Grant-date fair value $7,099 for Dr. Georgiou | Grant-date fair value per share ≈ $24.15; options granted Jan 2, 2024 to directors |
| Outstanding Options (as of 12/31/2024) | 324 options (vested + unvested) | Director option awards vest monthly, 1/12 over one year for annual grants; Board skipped annual grant tied to 2024 meeting, eligible again at 2025 meeting |
| Performance Metrics in Director Pay | Status |
|---|---|
| Explicit performance-based metrics (e.g., revenue, EBITDA, TSR) | None disclosed for non-employee directors; equity is time-vested |
Other Directorships & Interlocks
| Company | Status | Committee Roles | Interlocks / Potential Conflicts |
|---|---|---|---|
| Tivity Health, Inc. | Prior public company director (2016–2019) | Governance; Compensation | No NUWE-related interlocks disclosed |
| Children’s Hospital & Clinics of Minnesota | Nonprofit; current committee chair | Nominating & Governance (Chair) | No NUWE-related interlocks disclosed |
- Independence review noted a transactional relationship for another director (CorRen Medical) but did not identify impairing relationships for Dr. Georgiou; Board affirmed her independence.
Expertise & Qualifications
- M.D. from Johns Hopkins School of Medicine; board-certified in Internal Medicine; published author and long-time TV medical correspondent.
- Senior executive experience across payor (UnitedHealth), medtech (Starkey), and health systems governance; deep clinical and governance skill set relevant to Compensation and Nominating oversight.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Components |
|---|---|---|---|
| Archelle Georgiou, M.D. | 110 | <1% | Shares owned; options outstanding 324 as of 12/31/2024 |
- Insider Trading Policy: Prohibits hedging/monetization transactions; quarterly and special blackout periods; pre-clearance; 10b5-1 controls.
Governance Assessment
- Board effectiveness: Dr. Georgiou transitioned from Chair of Nominating & Governance (2024) to Chair of Compensation (2025), indicating trust in her governance and pay oversight capabilities. Committee independence is affirmed; attendance met required thresholds.
- Alignment: Cash fees are modest; equity component exists but is time-vested and small (324 options outstanding as of year-end 2024; 110 shares owned), suggesting limited “skin-in-the-game.” Hedging prohibitions support alignment.
- Conflicts/related party: No related-party transactions or pledging/hedging issues disclosed for Dr. Georgiou; independence affirmed.
- Contextual risk: Company faced Nasdaq compliance challenges and reverse split actions in 2024–2025, increasing the importance of disciplined compensation and governance; no special interests by directors in share authorization/reverse split proposals were disclosed.