Melissa Gonzales
About Melissa Gonzales
Melissa A. Gonzales (age 59) has served as an independent director of Owlet, Inc. since July 2023. She is President, Women’s Health at Myriad Genetics (Nasdaq: MYGN) (since May 2021) and previously held executive roles at Medela, including EVP, Americas (Jan 2019–May 2021). She holds a BS in Nursing (University of Illinois Chicago) and an MBA (Keller Graduate School of Management). She was nominated for re‑election as a Class I director at the 2025 AGM to serve through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medela LLC (and affiliates) | EVP, Americas; EVP, North America; EVP, Global Business Unit Human Milk | Jan 2019–May 2021; Aug 2018–Dec 2018; Jan 2018–Aug 2018 | Led commercial and business unit operations across geographies |
| Align Technology | Commercial leadership roles | Earlier career | Commercial leadership experience |
| Smith & Nephew | Commercial leadership roles | Earlier career | Commercial leadership experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Myriad Genetics (Nasdaq: MYGN) | President, Women’s Health | May 2021 | Public company executive role |
| March of Dimes, Chicago | Board Chair | Jan 2021 | Non-profit leadership |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I; nominee for term ending at 2028 annual meeting |
| Independence | Board determined Ms. Gonzales is independent under NYSE rules |
| Committees | Compensation Committee member (not Chair) |
| Attendance | In 2024, all incumbent directors then-serving attended ≥75% of Board/committee meetings |
| Executive sessions | Independent directors meet in executive session regularly; at least annually without management |
| Special Committee (2025) | Served (with Zane Burke and Laura Durr) on the Special Committee overseeing a related‑party warrant exchange; Marc Stoll resigned from the committee due to relationships with Eclipse; the Special Committee negotiated a 180‑day lockup and more favorable valuation inputs before recommending approval |
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | Standard retainer; directors may elect cash, RSUs, or a mix; quarterly RSUs are fully‑vested at grant |
| Committee chair retainer (Audit Chair) | $32,500 | Applies to Audit Chair only (not applicable to Ms. Gonzales) |
| 2024 fees earned (Ms. Gonzales) | $50,000 | As reported for year ended Dec 31, 2024 |
Performance Compensation
| Equity Component | Grant Value/Mechanics | Vesting/Notes |
|---|---|---|
| Annual RSU award (policy) | $150,000 equivalent in RSUs (value ÷ 30‑day average price) | Granted after each AGM; vests immediately prior to the next AGM, subject to service |
| 2024 exception | N/A | 2024 annual RSUs vested immediately as a program exception |
| 2024 stock awards (Ms. Gonzales) | $160,222 | Reported grant‑date fair value for 2024 |
| 2025 director RSUs (aggregate) | $750,000 | Automatic grants to non‑employee directors immediately following the 2025 AGM (aggregate for the group) |
Note: Non‑employee director equity is time‑based; no performance metrics are attached to director equity awards .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Gonzales .
- Network/interlocks:
- Served on 2025 Special Committee addressing an exchange of warrants involving “Related Holders” that included entities affiliated with Eclipse (Board Chair Lior Susan), Trilogy (director Amy McCullough), and directors John Kim and CEO Kurt Workman. The committee of disinterested directors (Burke, Durr, Gonzales) led negotiations and recommended approval, mitigating conflicts risk via structure and process (independent advisors, lock‑up, valuation methodology) .
Expertise & Qualifications
- Domain expertise: Women’s health, medical devices/medtech commercial operations, go‑to‑market leadership .
- Governance: Independent director; Compensation Committee member; experience overseeing executive compensation and human capital topics per committee charter .
- Education: BSN (UIC); MBA (Keller Graduate School of Management) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Form/Notes |
|---|---|---|---|
| Melissa A. Gonzales | 68,909 | <1% | Held directly; as of Aug 15, 2025 |
- Policy alignment:
- Anti‑hedging policy prohibits directors, officers, and employees from hedging Owlet equity (e.g., collars, swaps, exchange funds) .
- Clawback: Equity awards are subject to Owlet’s policy for recovery of erroneously awarded compensation and applicable law .
- Section 16 compliance: Ms. Gonzales was not listed among individuals with late Section 16 filings for 2024; late filings were noted for other insiders (Scolnick, Crawford, Harris) .
Governance Assessment
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Strengths
- Independence and committee service: Independent director on Compensation Committee; participates in oversight of executive pay, incentive design, and clawback administration .
- Process discipline in conflicts: As a member of the Special Committee, she helped oversee a related‑party warrant exchange using independent legal/financial advisors, negotiated valuation inputs and a 180‑day lock‑up, and conditioned closing on shareholder approval—features that support minority shareholder protections .
- Alignment mechanisms: Time‑based annual RSU grants and a company‑wide anti‑hedging policy support alignment with long‑term holders .
-
Watch‑items / potential red flags
- Director equity vesting exception: 2024 annual RSU grants to directors vested immediately (program exception), which modestly weakens holding/retention alignment for that year compared with standard vesting to the next AGM .
- Ownership level: Beneficial ownership is <1%, typical for non‑employee directors at small‑cap issuers but still a modest “skin‑in‑the‑game” signal; no pledging disclosure was noted in the cited sections .
- Related‑party landscape: While Ms. Gonzales was not a “Related Holder,” multiple board members/affiliated investors participated in the 2025 warrant exchange. The Special Committee process mitigates this, but investors should monitor future related‑party transactions and Special Committee independence rigor .
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Attendance and engagement
- Board/committee meeting participation met the ≥75% threshold for all incumbent directors in 2024; independent directors hold regular executive sessions .
-
Compensation stance
- For 2024, Ms. Gonzales received $50,000 cash fees and $160,222 equity; the program permits electing fees in RSUs, which can further strengthen alignment when elected in equity .