Gregory D. Waller
NuwellisAbout Gregory D. Waller
Independent director since August 2011 (Class III; term ending 2025), age 74, with 48 years of finance and operating experience including CFO roles at Ulthera, Universal Building Products, and Sybron Dental; MBA in accounting from California State University, Fullerton. He qualifies as the Board’s “audit committee financial expert” and is deemed independent under Nasdaq rules; he attended at least 75% of Board/committee meetings in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulthera Corporation | Chief Financial Officer | Until April 2015 | Prepared company for sale to Merz North America (July 2014) |
| Universal Building Products, Inc. | Chief Financial Officer | Mar 2006 – Apr 2011 | Finance leadership in construction accessories manufacturing |
| Sybron Dental Specialties, Inc. | VP Finance, CFO & Treasurer | Aug 1993 – May 2005 | Led public-company finance; consumable dental products |
| Kerr, Ormco, Metrex | VP & Treasurer (Kerr); VP Controller (Ormco); Metrex | Dec 1980 – Aug 1993; Kerr European Ops VP Jul 1989 – Aug 1993 | Multinational finance and European operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadia Biosciences, Inc. (public) | Director | Current | Audit Chair; Compensation Committee member |
| Endologix Corporation (public) | Director | Nov 2003 – Oct 2020 | Audit Chair; Nominating & Governance member; company filed voluntary bankruptcy July 5, 2020 (risk context) |
| Clarient, Inc. (public; acquired by GE) | Director | Dec 2006 – Dec 2010 | Audit Chair; Compensation & Corporate Governance member |
| Biolase Technology, Inc. (public) | Director | Oct 2009 – Aug 2010 | Audit Chair |
| Cardiogenesis Corporation (public; acquired by CryoLife) | Director | Apr 2007 – May 2011 | Audit Chair |
| Alsius Corporation (public; acquired by Zoll) | Director | Jun 2007 – Sep 2009 | Audit Chair; Compensation member |
| SenoRx, Inc. (public; acquired by C.R. Bard) | Director | May 2006 – Jul 2010 | Audit Chair |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation; member, Nominating & Corporate Governance. Audit Committee met 4 times, Compensation 2 times, Nominating & Corporate Governance 1 time in 2023 .
- Audit committee financial expert: Waller designated per SEC rules .
- Independence: Board affirmatively determined Waller is independent; McCormick is Lead Independent Director .
- Attendance: Board met 11 times in 2023; each director attended ≥75% of Board/committee meetings; regular executive sessions of independent directors are held .
Fixed Compensation
| Component | Structure/Amount | Waller FY2023 | Notes |
|---|---|---|---|
| Annual cash retainer | $45,000 | Included in total | Policy amended Jan 2023 |
| Committee fees | Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $10,000; Nominating member $5,000 | Included in total | Roles: Audit Chair; member on two committees |
| Chair/Lead uplifts | Chair of Board +$15,000; Lead Independent +$10,000 | N/A for Waller | Waller not Chair or Lead |
| FY2023 cash paid | Fees earned in cash | $63,000 | Quarterly installments |
Performance Compensation
Directors receive annual stock options equal to 0.40% of common shares outstanding at year-end; 1/12 vests monthly over one year. No PSUs/RSUs or performance-metric-based director awards disclosed; vesting is time-based .
| Award Type | Grant Date | Shares/Status | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Stock options (2013 Directors’ Plan) | May 19, 2023 | 2,408 options outstanding (vested+unvested) | ~$2.73 per option (grant-date fair value) | Monthly vesting over 12 months; standard option terms |
No director performance metrics (e.g., TSR, EBITDA) tied to director compensation were disclosed for Waller; the company’s clawback policy applies to executive incentive-based pay (SEC/Nasdaq-compliant), not director fees/options .
Other Directorships & Interlocks
| Company | Sector Overlap with NUWE | Potential Interlock/Conflict |
|---|---|---|
| Arcadia Biosciences (public) | Agriculture biotech; no apparent supplier/customer overlap | None disclosed; independent; audit leadership |
| Prior boards (multiple) | Medical devices and diagnostics | No related-party transactions with NUWE in 2022–2023 |
Expertise & Qualifications
- Deep finance and public-company governance background; extensive CFO experience; SEC-designated audit committee financial expert .
- Industry: significant medical device leadership and M&A, with international operational experience .
- Education: MBA (accounting) from CSU Fullerton .
Equity Ownership
| As-of Date | Direct Shares | Options Exercisable/Acquirable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Apr 8, 2024 | — | 2,409 | 2,409 | <1% | Pre-split base of 6,801,443 shares outstanding |
| Jun 9, 2025 | — | 104 | 104 | <1% | Post reverse-split; 130,154 shares outstanding |
- Hedging is expressly prohibited for directors; no pledging or related-party holdings disclosed .
Governance Assessment
- Strengths: Independent audit chair with “financial expert” designation; broad CFO and audit-chair track record across public companies; acceptable attendance; clear committee structures and charters; director pay mix balances cash and modest time-based equity; hedging prohibited .
- Alignment: Beneficial ownership is modest; equity grants vest time-based, supporting retention but limited performance linkage for directors; no pledging/related-party exposure disclosed .
- RED FLAGS: Prior service on Endologix board during bankruptcy (contextual risk signal, though not a conflict at NUWE) .
- Compensation oversight: Non-employee director policy revised in 2023 with market benchmarking; defined committee chair/membership fees; no perquisites disclosed .
- Conflicts: Company reports no related party transactions in 2022–2023; Waller remains independent under Nasdaq rules .
Notes on Company Context Relevant to Board Effectiveness
- Capital structure actions (reverse splits, warrant adjustments) and Nasdaq compliance pressures continued into 2024–2025; Board governance and audit oversight remain critical in this environment .