Timothy Baxter
PAVmedAbout Timothy E. Baxter
Independent director since June 2021; age 64 as of April 2025. Former President and CEO, Samsung Electronics North America (13 years in senior roles), with prior leadership at Sony, AT&T and Lucent; undergraduate degree in Marketing and Finance from Roger Williams University and former Chair of its Board of Trustees. Current roles span multiple technology and consumer companies; Board has determined he is independent under Nasdaq rules and qualifies as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsung Electronics Co., Ltd. | President & CEO, North America; senior executive | 13 years | Led long-term strategic plan on 5G, AI, cloud, IoT; scaled businesses and brand; managed major challenges |
| Sony Corporation | Senior marketing and general manager roles | 10 years | Led Hollywood studio negotiations in Blu-Ray format war; guided analog-to-digital TV transition |
| AT&T Inc. | Senior sales & marketing | Not disclosed | Launched go-to-market plans; lifecycle management; globalized brand for $1B business unit |
| Lucent Technologies Inc. | Senior sales & marketing | Not disclosed | Built and globalized brand; go-to-market planning |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| SkyWater Technology, Inc. (NASDAQ: SKYT) | Chair of Board | March 2025 | US-investor owned pure-play semiconductor foundry |
| Breville Holdings Ltd (ASX: BRG) | Director | Current | Consumer appliances |
| Centre Partners Management LLC | Operating Partner | Current | Middle market private equity |
| First Orion Corp. | Lead Outside Director | Current | Technology software company |
| Alliance Mobile | Executive Chair | Current | Operates >300 authorized AT&T retailers |
| VueReal Inc. | Chair | Current | MicroLED semiconductor company |
| CTIA; Consumer Electronics Association (CEA) | Executive Board member; Director | Prior roles | Industry leadership positions |
Board Governance
- Board classification and term: Class A director; current term expires at the 2026 annual meeting.
- Committee memberships: Audit Committee (member); Nominating & Corporate Governance Committee (member).
- Committee leadership: Audit Committee chaired by Debra J. White; Mr. Baxter designated an “audit committee financial expert” (SEC definition).
- Independence: Board determined Baxter is independent under Nasdaq standards; majority of Board is independent and meets regularly in executive session; Ronald M. Sparks serves as Lead Independent Director.
- Attendance: In FY2024, Board met 10 times with 8 written consents; all directors attended at least 75% of Board and committee meetings.
Fixed Compensation
- Director fee structure: Annual cash retainer $50,000; committee fees per year: Audit Chair $27,500, Audit Member $17,500; Compensation Chair $18,000, Compensation Member $12,500; Nominating & Corporate Governance Chair $12,500, Member $7,500.
- FY2024 compensation earned: Fees earned $80,000; equity awards grant-date fair value $120,250; total $200,250.
| Component | FY2024 Amount |
|---|---|
| Cash Fees (Retainer + Committee) | $80,000 |
| Equity Awards (Grant-Date Fair Value) | $120,250 |
| Total | $200,250 |
Performance Compensation
- Structure: Annual non-employee director equity grants historically in options; most recent annual grants (Feb 2024) made in restricted stock with equivalent fair value (~$150,000 policy guidance). No performance metrics (TSR/EBITDA/etc.) disclosed for director equity.
- Practices: Majority of executive equity awarded annually in February; Company states it does not time grants around material nonpublic info.
| Equity Award Details (Outstanding/Recent) | Shares | Exercise/Type | Expiration/Vest | Notes |
|---|---|---|---|---|
| Stock Option | 5,000 | $86.85 | Jun 14, 2031 | Exercisable |
| Stock Option | 5,333 | $23.85 | Feb 17, 2032 | Exercisable |
| Stock Option | 20,000 exercisable; 10,000 unexercisable | $7.23 | Feb 18, 2033 | Partial vesting outstanding |
| Restricted Stock Award | 65,000 | RS | Vests Nov 30, 2026 | Unvested |
| Restricted Stock Award | 150,000 | RS | Vests May 20, 2028 | Unvested |
| FY2024 Annual Director Equity | — | RS (policy shift from options) | Granted Feb 2024 | Fair value guidance ~$150k; Baxter’s 2024 grant fair value: $120,250 |
Recent Form 4 grant:
- 150,000 restricted shares granted on Sep 30, 2025; reported Oct 2, 2025; vesting May 20, 2028.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| SkyWater Technology, Inc. (SKYT) | Public | Chair of Board | Semiconductor; no disclosed related-party transactions with PAVmed |
| Breville Holdings Ltd (BRG) | Public (ASX) | Director | Consumer appliances; no disclosed related-party transactions with PAVmed |
| First Orion Corp.; Alliance Mobile; VueReal; Centre Partners | Private | Director/Chair/Operating Partner | Technology and retail; no Baxter-specific related-party transactions disclosed in proxy materials |
Expertise & Qualifications
- Financial literacy and audit expertise; designated audit committee financial expert, meeting SEC and Nasdaq standards.
- Deep operating leadership in technology, scaling businesses, brand-building, and strategic planning across 5G/AI/cloud/IoT.
- Board and governance experience across public and private companies; prior industry association leadership (CTIA, CEA).
Equity Ownership
- Beneficial ownership as of Oct 23, 2025: 252,833 shares; less than 1% of class.
- Components: 65,000 RS (vest Nov 30, 2026), 150,000 RS (vest May 20, 2028), and 37,833 stock options vested/vesting within 60 days. No pledging or hedging permitted under company policy.
| Metric | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 252,833 |
| Ownership % of Outstanding | <1% |
| RSUs/Restricted Stock (Unvested) | 65,000 vest 11/30/2026; 150,000 vest 05/20/2028 |
| Options (Exercisable/near-term vest) | 37,833 within 60 days |
| Hedging/Pledging Status | Prohibited by insider trading policy |
Governance Assessment
- Committee effectiveness: Active audit and nominating committee participation; audit committee met 4 times in FY2024; Baxter joins two other “audit committee financial experts,” supporting oversight of auditors, independence, and related-party transaction review.
- Independence and engagement: Baxter is independent; Board’s independent directors hold executive sessions; attendance ≥75% indicates baseline engagement.
- Compensation alignment: Mix of cash retainer/committee fees plus equity grants; recent shift from options to restricted stock may reduce risk-taking and enhance retention but lacks explicit performance conditions for directors (no disclosed TSR/financial metrics).
- Ownership alignment: Baxter’s holdings include significant unvested restricted stock with multi-year vesting; policy prohibits hedging and pledging, which supports alignment with shareholders.
- Potential conflicts/related-party exposure: Proxy disclosures detail certain related-party frameworks for other executives; no Baxter-specific related-party transactions disclosed; breadth of external roles could pose time-allocation risk but no interlocks with PAVmed’s customers/suppliers are disclosed.
RED FLAGS
- None disclosed specific to Baxter (no related-party transactions, hedging/pledging barred by policy). Monitor cumulative outside commitments for potential engagement risk.