Janet Leeds
PenumbraAbout Janet Leeds
Janet Leeds, age 63, has served as an independent director of Penumbra since January 2019. She has 35+ years of leadership and consulting experience in academic healthcare, currently serving as Administrative Director at Fred Hutchinson Cancer Center. She holds a B.A. from Stanford University and an M.B.A. from the University of Washington, with core credentials in organizational development and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fred Hutchinson Cancer Center | Administrative Director | Current | Healthcare operations and governance leadership |
| Fred Hutchinson/University of Washington Cancer Consortium | Administrator | 2005–2009 | Consortium administration and coordination |
| Fred Hutchinson Cancer Research Center | Director of Planning | 2000–2005 | Strategic planning for research center |
| Seattle Cancer Care Alliance | Formation/Development positions | 1996–2000 | Instrumental in formation and development |
| ECG Management Consultants | Management Consultant | 1987–1995 | Consulting to academic medical centers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fred Hutchinson Cancer Center | Administrative Director | Current | Academic healthcare leadership (non-profit) |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance (NCG); Member, Compensation Committee .
- Independence: Affirmatively determined independent by the Board .
- Board/class: Class I director; term up for election at the 2025 Annual Meeting .
- Attendance: Each director attended 75%+ of aggregate Board and committee meetings in 2024; the Board met six times (one unanimous written consent) .
- Committee activity: NCG Committee met four times in 2024; Compensation Committee met seven times in 2024 .
- Lead independent director: None; Thomas Wilder serves as Presiding Director for executive sessions; Independent Directors hold executive sessions at each quarterly Board meeting .
- Governance leadership: Board proposes declassification (starting 2026) and eliminating supermajority voting, upon recommendation of the NCG Committee .
Fixed Compensation
| Component | 2024 Value | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual Cash Retainer (Non-employee directors) | $54,000 | $60,000 effective Jan 1, 2025 | Paid quarterly; no meeting fees |
| NCG Committee Chair Retainer | $10,000 | $15,000 effective Jan 1, 2025 | Applies to Leeds as NCG Chair |
| Compensation Committee Member Retainer | $7,500 | $7,500 (no change) | Applies to Leeds as CC member |
| Meeting Fees | $0 | $0 | Company does not pay per meeting fees |
| 2024 Cash Paid (Leeds) | $71,500 | — | Reflects base + committee retainers |
Performance Compensation
| Equity Element | Grant Details | Vesting | Value/Notes |
|---|---|---|---|
| Annual RSU grant (directors) | 665 RSUs granted Feb 16, 2024 | Vests in equal quarterly installments during 2024, subject to continued service | Grant date fair value $179,922; price $270.56 |
| Options/Bonus for directors | None disclosed | N/A | No options/meeting fees for directors |
Director equity awards are time-based RSUs; no performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards (current) | None disclosed in proxy biography | Biography lists healthcare roles; no public board roles cited |
| Compensation committee interlocks | None requiring disclosure | Committee members (incl. Leeds) had no relationships requiring Item 404 disclosure; no reciprocal interlocks with other issuers’ comp committees |
Expertise & Qualifications
- Education: B.A., Stanford University; M.B.A., University of Washington .
- Domain expertise: Academic healthcare administration; organizational development; governance .
- Board qualification: NCG Chair; Compensation Committee member; Board deemed her independent .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,492 | As of March 31, 2025 |
| Ownership % of outstanding | <1% (star in proxy table) | 38,683,650 shares outstanding on record date |
| Unvested awards at 12/31/2024 | None | No directors held unvested awards at year-end |
| Stock ownership guidelines (directors) | ≥3x annual cash retainer | Measured each year-end; new directors have 3 years to comply |
| Compliance status (12/31/2024) | Met | All non-employee directors met guideline |
| Hedging/Pledging | Prohibited | Directors barred from hedging or pledging company stock |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Acquired | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|
| 2025-02-19 | 2025-02-14 | A (RSU award) | 744 | 6,050 | https://www.sec.gov/Archives/edgar/data/1321732/000132173225000030/0001321732-25-000030-index.htm |
| 2024-02-21 | 2024-02-16 | A (RSU award) | 665 | 5,306 | https://www.sec.gov/Archives/edgar/data/1321732/000132173224000015/0001321732-24-000015-index.htm |
Governance Assessment
- Board effectiveness: Leeds chairs the NCG Committee and serves on the Compensation Committee, with the NCG Committee meeting four times and Compensation Committee seven times in 2024, and all directors (including Leeds) meeting the 75%+ attendance threshold—signals active governance engagement .
- Alignment and independence: The Board affirmed her independence; director compensation structure emphasizes equity via annual RSUs and ownership guidelines (≥3x retainer), with anti-hedging/anti-pledging policies and a Dodd-Frank-compliant clawback—supporting investor alignment .
- Conflicts and related-party exposure: NCG Committee oversees related-party transactions; the proxy discloses only the CEO’s son’s employment over $120k, with no transactions involving Leeds—low conflict risk .
- Governance signals: As NCG Chair, Leeds is positioned at the center of proposed Board declassification and elimination of supermajority voting (both recommended by the NCG Committee), which should improve accountability and shareholder rights if approved .
- Structural watchouts: Penumbra combines CEO/Chair and has no lead independent director; Wilder serves as Presiding Director for executive sessions—ongoing structural consideration for independent oversight .