Andrea Saia
About Andrea L. Saia
Andrea L. Saia (age 67) is an independent Class III director at Outset Medical (OM), serving since 2021; her current term expires at the 2026 annual meeting. She serves on the Audit Committee and brings prior CEO and senior operating experience in medical technology and consumer health; she holds a B.S. from Miami University and an MBA from Northwestern University’s Kellogg School of Management . She is currently a director at Align Technology, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG (Alcon division) | Global Head of Vision Care | 2011–2012 | Led global vision care franchise prior to retirement |
| CibaVision (Novartis subsidiary) | President & CEO | 2008–2011 | Executive leadership of global contact lens business |
| CibaVision | EMEA President; Global Lens Business President; Global Head of Marketing | 2002–2008 | Built multinational brand presence and commercial execution |
| GCG Partners | Chief Marketing Officer | n/a | Strategic marketing leadership |
| Procter & Gamble; Unilever; Revlon | Senior management and marketing roles | n/a | Consumer products and brand-building experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Align Technology, Inc. | Director | Jul 2013–Present | Current public company directorship |
| LivaNova PLC | Director | Jul 2016–Dec 2023 | Former public company directorship |
| Coca-Cola Enterprises, Inc. | Director | 2012–2016 | Former public company directorship |
| National Association of Corporate Directors; Women Corporate Directors; Signature Program | Member | n/a | Director development and governance communities |
| Miami University (Farmer School of Business) | Board of Visitors | n/a | Academic advisory role |
Board Governance
- Status and tenure: Independent Class III director; director since 2021; term expires 2026 .
- Committee assignments: Audit Committee member (not Chair); Audit Committee met 10 times in 2024 .
- Attendance: Board held 15 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period .
- Audit Committee oversight: Audit Committee recommended inclusion of FY2024 audited financials in the 10-K and signed the committee report; members listed include Patrick T. Hackett (Chair), Brent D. Lang, and Andrea L. Saia .
- Independence and qualifications: Board determined all Audit Committee members are independent and financially literate; committee reviews related-person transactions and risk oversight areas including data privacy/cybersecurity .
| Committee | Role | 2024 Meetings | Independence Determination |
|---|---|---|---|
| Audit Committee | Member | 10 | Members independent under SEC/Nasdaq; financially literate |
Fixed Compensation
- Policy structure (cash): Annual Board retainer $45,000; Audit Committee member $10,000 (members); committee chairs $20,000 (Audit), $20,000 (Comp), $10,000 (N&CG); cash paid quarterly in arrears .
- 2024 actuals (Andrea L. Saia): Fees earned (cash) $55,000 .
| Component (2024) | Amount (USD) |
|---|---|
| Board cash retainer | $45,000 |
| Audit Committee member retainer | $10,000 |
| Total cash fees (reported) | $55,000 |
Performance Compensation
- Equity framework for non-employee directors:
- Initial RSU grant at appointment: $262,500 (increased to $280,000 in Feb 2025) .
- Annual RSU grant: $160,000 grant-date value; in 2024 subject to a 1,666-share cap removed in Feb 2025 .
- Vesting: Annual RSUs vest upon the earlier of one-year anniversary or the next annual meeting; change in control triggers full vesting of director equity .
- 2024 actuals (Andrea L. Saia): Stock awards (grant-date fair value) $95,000; no options granted .
| Equity Element (2024) | Detail |
|---|---|
| RSU grant(s) – grant date fair value | $95,000 |
| Options granted | $0 |
| RSUs outstanding at 12/31/2024 | 1,666 shares (subject to RSU awards outstanding) |
| Vesting terms | Annual RSUs vest at 1-year or next AGM; full vest on change in control |
Mix (2024): Cash $55,000 (36.7%) vs Equity $95,000 (63.3%); calculated from disclosed figures .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Align Technology, Inc. | Director | No disclosed interlocks with OM customers/suppliers; distinct industry (dental/orthodontic vs dialysis) . |
| LivaNova PLC (former) | Director | Past board role; no current interlock . |
| Coca-Cola Enterprises, Inc. (former) | Director | Past board role; no current interlock . |
- Compensation Committee Interlocks: The company disclosed no compensation committee interlocks or insider participation during 2024 .
Expertise & Qualifications
- Significant global business leadership, including CEO experience at CibaVision and division leadership at Novartis/Alcon; deep medical technology and consumer health marketing background .
- Board experience across healthcare and consumer products; brand-building and commercialization expertise aligned with OM’s home dialysis vision .
- Academic credentials: B.S. (Miami University) and MBA (Northwestern Kellogg) .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 1,526 | March 11, 2025 |
| Ownership (% of outstanding) | <1% | March 11, 2025 |
| RSUs outstanding | 1,666 shares | December 31, 2024 |
| Stock options outstanding | 0 | December 31, 2024 |
| Stock ownership guideline | 3x annual Board cash retainer (excludes chair/committee adders) | Policy effective Feb 2, 2023 |
| Compliance status | Within 5-year accumulation period; in compliance | As of record date |
| Hedging/pledging | Prohibited by policy | Policy statement |
Governance Assessment
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Strengths and positive signals:
- Independent director with deep med-tech and consumer health operating experience; current Audit Committee member, with committee operating under robust oversight practices (financial reporting integrity, auditor independence, risk oversight) .
- Solid engagement: Board/committees held frequent meetings in 2024 (Board: 15; Audit: 10), and each incumbent director met the 75% attendance threshold .
- Alignment controls: Director stock ownership guidelines (3× retainer within 5 years), and anti-hedging/anti-pledging policy reduce misalignment risk; she is within compliance timelines .
- No director-level related-party transactions disclosed for Ms. Saia; she was not listed among participants in the 2025 private placement (others were disclosed) .
-
Watch items and potential risks:
- Low absolute ownership (<1%) may be viewed as limited “skin in the game,” though consistent with many small-cap boards and mitigated by ownership guidelines and continuing RSU grants .
- Broader governance context: 2024 say‑on‑pay support was 50.4%, prompting outreach; while this relates to executive pay, it signals shareholder scrutiny of compensation and governance; the Compensation Committee and Board initiated investor engagement in response .
-
Net view for board effectiveness: Ms. Saia enhances OM’s board with med-tech operating and commercial expertise and is active on the Audit Committee. Independence, attendance, and policy frameworks (ownership, anti-hedging/pledging) support investor confidence; no personal conflicts were disclosed. The low 2024 say‑on‑pay vote remains a company-level governance overhang to monitor, but is not specific to Ms. Saia’s role .