Kieran Gallahue
Envista HoldingsAbout Kieran T. Gallahue
Independent director at Envista Holdings (NVST) since 2019; age 61. Former Chairman and CEO of CareFusion (2011–Mar 2015) and CEO/Director of ResMed (Jan 2008–Jan 2011). Currently serves on the Board of Edwards Lifesciences; previously a director at Intersect ENT and Arena Pharmaceuticals. Chair of Envista’s Nominating & Governance Committee; identified by the Board as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CareFusion Corporation | Chairman & CEO | 2011–Mar 2015 | Led global medical technology company through acquisition by BD |
| ResMed, Inc. | President, CEO, Director | Jan 2008–Jan 2011 | Led medical device firm in sleep/respiratory markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edwards Lifesciences Corp. | Director | Current | Committee roles not disclosed in NVST proxy |
| Intersect ENT, Inc. | Director | Prior | Not disclosed |
| Arena Pharmaceuticals, Inc. | Director | Prior | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Governance; not listed on Audit or Compensation committees.
- Independence: Board determined Gallahue is independent under NYSE rules.
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings on which they served.
- Board leadership: Independent Chair (Scott Huennekens), routine executive sessions of non-management and independent directors; audit members designated financial experts.
- Nominating & Governance oversight: director independence, conflicts of interest, related-person transactions, governance guidelines, sustainability program/reporting.
- Outside boards limit: directors may serve on up to four other public company boards per guidelines.
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual Board cash retainer | $100,000 | $100,000 |
| Committee chair cash (Nominating & Governance) | $15,000 | $15,000 |
| Board chair cash retainer | N/A (not chair) | N/A |
| Meeting fees | $2,000 per meeting over 20 combined per year (if applicable) | Same |
| Annual equity RSU award (standard) | $185,000 grant value | $200,000 grant value (increase approved for 2025) |
| 2024 Director-specific totals (cash; equity; total) | $115,000 cash; $185,060 equity; $300,060 total | Equity grant to be $200,000; cash structure unchanged |
Notes: RSUs granted to directors vest one year from grant, with optional deferral elections; dollar-denominated equity value translates to a fixed RSU count based on grant-date stock price.
Performance Compensation
| Feature | Detail |
|---|---|
| Performance metrics tied to director pay | None; director equity is time-based RSUs with one-year vesting (no performance conditions). |
| Equity grant timing | Immediately after the annual meeting each year. |
| 2024 RSU allocations | 10,085 RSUs to each non-employee director; 14,170 RSUs to Board Chair; all vest on May 21, 2025 (subject to service/deferral elections). |
Other Directorships & Interlocks
- Current public company boards: Edwards Lifesciences.
- Prior boards: Intersect ENT; Arena Pharmaceuticals.
- Shared directorships/interlocks at Envista: Not disclosed; Board policy limits total outside boards to four.
- Related-party transactions: None involving directors/officers/nominees since Jan 1, 2024, per Item 404(a).
Expertise & Qualifications
- Prior Chairman and CEO experience; deep knowledge of medical device industry and related fields.
- Extensive public company board experience.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 34,230 shares; less than 1% of outstanding. |
| Unvested RSUs (as of Dec 31, 2024) | 10,085 RSUs outstanding (standard annual grant). |
| Stock ownership guideline (directors) | 5x annual cash retainer within 5 years of initial election/appointment; beneficial ownership includes RSUs and spousal/child interests. |
| Hedging/pledging | Prohibited for directors and employees. |
| Shares pledged as collateral | None disclosed. |
| Ownership vs guideline status | Not specifically disclosed by director in proxy. |
Governance Assessment
- Strengths:
- Independent director with significant med-tech CEO experience; chairs Nominating & Governance (oversight of independence, conflicts, and sustainability).
- Transparent director pay program with majority equity, robust 5x retainer ownership guideline, and prohibition of pledging/hedging.
- Attendance threshold met; Board maintains independent Chair, executive sessions, and all Audit members are financial experts.
- No related-party transactions disclosed for 2024–2025.
- Potential watch items:
- Multiple outside board service is permitted up to four; currently one disclosed (Edwards Lifesciences). Monitor time commitments and potential information flows across med-tech networks.
- Director equity is time-based (no performance conditions); however, annual one-year vesting aids alignment and avoids entrenchment.
RED FLAGS: None disclosed in proxy—no related-party transactions, no pledging/hedging, and compliance oversight by Nominating & Governance.