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Shweta Singh Maniar

Director at Orthofix MedicalOrthofix Medical
Board

About Shweta Singh Maniar

Independent director at Orthofix Medical Inc. (OFIX); appointed January 5, 2023 in connection with the SeaSpine merger, after serving on SeaSpine’s board since April 2021 . Age 41 as of the 2025 proxy; BA in Economics from UC San Diego . Currently Global Leader, Healthcare & Life Sciences Solutions & Strategy (BioPharma/Biotech) at Google Cloud (since July 2018), with prior roles at Genentech (2013–2018) and Summa Health (2012–2013); earlier research roles at Cleveland Clinic and the Austen BioInnovation Institute in Akron .

Past Roles

OrganizationRoleTenureCommittees/Impact
Google CloudGlobal Leader, Healthcare & Life Sciences Solutions & Strategy (BioPharma/Biotech)Jul 2018–presentLeads vision, strategy, and go-to-market; technology/data orientation
GenentechVarious capacities leading market growth strategiesNov 2013–Jun 2018Technology accelerators for therapies/diagnostics
Summa HealthDirector, Center of Minimally Invasive TherapeuticsFeb 2012–Jul 2013Minimally invasive therapeutics
Cleveland Clinic; Austen BioInnovation InstituteResearch rolesEarlier careerFocus on medical devices/minimally invasive therapeutics
SeaSpineDirectorApr 2021–Jan 2023Joined OFIX board via merger

External Roles

OrganizationRoleTenure
RxSightDirectorCurrent
Allen InstituteScientific Advisory Board memberCurrent

Board Governance

YearAudit & FinanceCompensation & Talent Dev.Compliance & EthicsNominating, Governance & SustainabilityChair Roles
2023MemberMemberNone
2024Member (committee met 4x)MemberNone
2025Member; Audit Committee report sign-offMemberMemberNone; chairs: Burris (Audit), Kummeth (Comp), Henneman (Nominating), Hannon (Compliance)
  • Independence: Board determined Ms. Maniar independent under Nasdaq standards (2024 and 2025 proxies) .
  • Attendance: 2023 Board met 11 times; directors averaged 99% attendance and each director attended ≥75% of Board/committee meetings . 2024 Board met 10 times; directors averaged 98% attendance and each director attended ≥75% .
  • Board/committee meeting counts: 2023—Audit 9; Compensation 6; Nominating 5; Compliance 5 . 2024—Audit 5; Compensation 9; Nominating 5; Compliance 4 .

Fixed Compensation

Non-employee director compensation is structured as annual cash retainer plus annual equity (deferred stock units), with additional cash retainers for committee chairs; DSUs settle only upon cessation of board service .

Metric20232024
Fees Earned or Paid in Cash ($)$55,417 $75,000
RSUs/Deferred Stock Units Granted (shares)14,354 15,152
Grant Date Fair Value of RSU/DSU Awards ($)$299,999 $195,006
Option Awards (shares)
Grant Date Fair Value of Option Awards ($)
Total ($)$355,416 $270,006

Program specifics:

  • Base cash retainer: $75,000 (2023–2024) for non-chair directors; committee chair additional $15,000; Chair of the Board typically $150,000 .
  • Initial stock option grant for new directors: approx. $300,000 grant-date fair value, vesting over 4 years; annual DSU grant approx. $195,000; DSUs deferred until departure .

Performance Compensation

  • No performance-based elements are disclosed for non-employee directors; equity awards are time-based DSUs (not tied to performance metrics) and initial stock options for new directors .
AwardGrant TimingSharesVesting TermsPerformance Metrics
DSUs (Merger-related grant)Jan 5, 202314,354Vest on earlier of Jun 30, 2024 or Annual Meeting dateNone disclosed (time-based)
DSUs (Annual grant)2024 annual grant15,152Vest on earlier of Jun 30, 2025 or Annual Meeting dateNone disclosed (time-based)

Other Directorships & Interlocks

CompanyRoleCommittees/PositionsPotential Interlocks/Notes
RxSightDirectorNot disclosed in OFIX proxyNo comp committee interlocks reported for 2024
Allen InstituteScientific Advisory BoardAdvisory role; no governance conflicts disclosed
  • Compensation Committee Interlocks: OFIX disclosed no interlocking relationships in 2024 between the Board/Compensation Committee and other entities’ boards or compensation committees .

Expertise & Qualifications

  • Technology/data and enabling technologies orientation; Board states her thought leadership in enabling technologies and data analytics adds value .
  • Skills matrix indicates strengths in Healthcare/MedTech, Global Business, R&D, Technology/Cybersecurity, M&A, Sales & Marketing .

Equity Ownership

Ownership alignment supported by rigorous stock ownership guidelines and prohibition on hedging/pledging.

Metric12/31/202312/31/20244/21/2025
Direct Shares Owned5,726 5,726
Deferred Stock Units Outstanding (shares)14,354 29,506 29,506
Options Outstanding (shares)— (not listed)
Beneficial Ownership Total (shares)5,726 35,232
Percent of Class* *
  • Ownership guidelines: Updated Dec 2024—5x annual cash retainer for non-employee directors; qualifying equity includes common stock, unvested time-based RSUs, and vested/unsettled RSUs/DSUs; excludes options and unvested PSUs. 5-year phase-in; all directors currently in compliance (subject to phase-in) .
  • Hedging/pledging: Prohibited for directors and insiders .

Insider Trades

DateActionNote
Mar 10, 2023Sale of common stockForm 4 filed sixteen business days late (delinquent Section 16(a) report)

Governance Assessment

  • Strengths:

    • Independent status with meaningful committee engagement (Audit & Finance; Compliance & Ethics; Nominating), including Audit sign-off—supports robust oversight .
    • High aggregate attendance and regular executive sessions; active committee cadence (Audit/Comp/Compliance/NGS) .
    • Strong alignment mechanisms: elevated director ownership requirement (5x retainer), DSU deferral until departure, and hedging/pledging prohibitions .
    • No compensation committee interlocks in 2024; independent compensation governance .
  • Potential red flags / watch items:

    • Delinquent Form 4 in 2023 (late filing), a minor compliance lapse to monitor for recurrence .
    • External executive role at Google Cloud and external directorship at RxSight—no related-party transactions disclosed in reviewed proxy excerpts, but monitor for any vendor/customer relationships that could create perceived conflicts .
  • Net: Her technology/data expertise and medtech background align with OFIX’s strategic focus areas, while ownership and governance structures mitigate most alignment risks. Continued monitoring of filing timeliness and any future related-party exposures is prudent .