Thomas Wilder
PenumbraAbout Thomas Wilder
Thomas Wilder, age 61, has served as an independent director of Penumbra since January 2017 and is designated the Presiding Director for executive sessions of independent directors. He is CEO of VS3 Medical, Inc., and previously served as CEO of Neuros Medical, Sequent Medical, PhotoThera, and MicroTherapeutics; earlier he held leadership roles at Medtronic and began his career at Price Waterhouse. He holds a B.A. from Stanford University and an MBA from Northwestern University’s Kellogg Graduate School of Management, and is recognized by Penumbra’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuros Medical, Inc. | President & CEO; currently independent director | Aug 2017 – Oct 2023; ongoing board service | Led neuro-modulation company; continues board engagement |
| Sequent Medical, Inc. | Chief Executive Officer | Feb 2010 – Jul 2016 | Led neurovascular technology development |
| PhotoThera, Inc. | President & CEO | Apr 2006 – 2009 | Stroke therapy development leadership |
| MicroTherapeutics, Inc. (MTIX) | President & CEO | 2002 – 2006 | Neurovascular focus |
| Medtronic, Inc. | VP & GM, Endovascular Stent Grafts | 1991 – 2002 | Senior operating role in endovascular business |
| Price Waterhouse | Financial Statement Audit Practice | 1986 – 1989 | Early career in audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VS3 Medical, Inc. | Chief Executive Officer | Current | Neurovascular company CEO |
| Neuros Medical, Inc. | Independent Director | Current | Board service following CEO tenure |
| Endologix, Inc. (ELGX) | Director | May 2010 – Oct 2020 | Prior public company board experience |
Board Governance
- Independence: Board determined Wilder is independent under NYSE standards; all members of Audit, Compensation, and NCG committees are independent.
- Committee assignments: Audit Committee member and audit committee financial expert; Compensation Committee Chair; not a member of NCG.
- Presiding Director: Leads executive sessions of Independent Directors held at each regularly scheduled quarterly Board meeting.
- Board and committee activity: Board held 6 meetings in 2024; each director attended at least 75% of applicable meetings; executive sessions held quarterly. Audit met 5 times; Compensation met 7 times; NCG met 4 times in 2024.
Fixed Compensation
| Component (2024) | Amount ($) | Source/Notes |
|---|---|---|
| Base annual cash retainer | 54,000 | Policy in effect for 2024 |
| Audit Committee member retainer | 10,000 | Policy |
| Compensation Committee Chair retainer | 15,000 | Policy |
| Total cash fees earned (Wilder) | 79,000 | 2024 Director Compensation Table |
| Policy Changes Effective Jan 1, 2025 | Prior ($) | New ($) | Notes |
|---|---|---|---|
| Non-employee director annual cash retainer | 54,000 | 60,000 | Approved Oct 2024 |
| Compensation Committee Chair retainer | 15,000 | 18,250 | Approved Oct 2024 |
| NCG Committee Chair retainer | 10,000 | 15,000 | Approved Oct 2024 |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant | Feb 16, 2024 | 665 | 179,922 | Vests in four equal quarterly installments during 2024, subject to service | None disclosed for directors |
- Measurement: RSU grant sized at 3⅓× cash retainer divided by adjusted closing price; 2024 grant priced at $270.56 per share.
- Unvested awards: None of the directors held unvested awards as of Dec 31, 2024.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| VS3 Medical, Inc. | CEO | Same industry (neurovascular); Board maintains related party oversight; independence affirmed; no related-party transactions disclosed involving Wilder. |
| Neuros Medical, Inc. | Independent Director | External board service in neuro-modulation; no interlocks requiring disclosure. |
| Endologix, Inc. | Former Director | Historical public board; no current interlock. |
Related party review: Since Jan 1, 2024, no transactions >$120,000 involving directors except noted employment of CEO’s family member; none involving Wilder.
Expertise & Qualifications
- Audit committee financial expert designation based on past business experience; member of Audit Committee.
- Extensive CEO/operator track record in neurovascular and medtech; strategic, regulatory, and commercialization experience.
- Financial and governance acumen; presiding role in independent director executive sessions.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Detail |
|---|---|---|---|
| Thomas Wilder | 5,052 | <1% | 519 shares direct; 4,533 shares via Thomas and Catharine Wilder Family Trust (co-trustee); 38,683,650 shares outstanding at 3/31/2025. |
- Director ownership guidelines: Non-employee directors must hold ≥3× the annual cash retainer; compliance measured annually; as of Dec 31, 2024, each non-employee director met the requirement.
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and employees.
Insider Trading Plans & Transactions
| Date | Action | Plan Duration | Total Securities to be Sold | Notes |
|---|---|---|---|---|
| Nov 14, 2024 | Adoption (Rule 10b5-1 plan) | Mar 31, 2025 – Nov 28, 2025 | 720 | Adopted during open trading window per policy. |
| Aug 14, 2023 | Adoption (Rule 10b5-1 plan) | Nov 13, 2023 – Aug 30, 2024 | 840 | Plan subsequently terminated Nov 8, 2023 with no sales under the terminated plan. |
Governance Assessment
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Strengths:
- Independent director with deep medtech leadership and finance/audit background; audit committee financial expert.
- Compensation Committee Chair; Compensia engaged as independent adviser (independence reaffirmed Feb 2025); no compensation interlocks requiring Item 404 disclosure.
- Presiding Director facilitates independent oversight via regular executive sessions.
- Clear anti-hedging/anti-pledging and ownership alignment policies; directors meet stock ownership guidelines.
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Watch items:
- External CEO role in neurovascular (VS3 Medical) introduces potential industry overlap; however, Board affirms independence and reports no related-party transactions involving Wilder.
- Board does not designate a Lead Independent Director; relies on Presiding Director structure.
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Attendance/engagement: Board and committees were active in 2024; Board held 6 meetings; all directors met ≥75% attendance; Wilder serves on two key committees and chairs one.
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Director pay structure: Cash retainer plus annual RSUs with quarterly vesting; 2025 increases to cash retainer and chair fees modestly raise fixed pay, maintaining equity-heavy mix.
No RED FLAGS identified regarding related-party exposure, hedging/pledging, or compensation interlocks; continued monitoring advisable for external industry roles and any future trading under 10b5-1 plans.