Heidi Kunz
About Heidi Kunz
Independent director (since September 2019) with deep CFO/audit expertise; age 70; MBA (Finance & Accounting) from Columbia Business School; BA in Russian Language from Georgetown University. Former EVP & CFO at Blue Shield of California (2003–2012), CFO at Gap Inc. (1999–2003), CFO at ITT Industries (1995–1999), and senior finance roles at General Motors including VP & Treasurer (1979–1995). Designated “audit committee financial expert” by the Board and currently chairs PHAT’s Audit Committee; Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Shield of California | EVP & Chief Financial Officer | Sep 2003 – Dec 2012 | Led finance for large insurer; relevant to audit oversight |
| Gap Inc. | EVP & Chief Financial Officer | 1999 – Jan 2003 | Large-cap retail finance leadership |
| ITT Industries, Inc. | Chief Financial Officer | 1995 – 1999 | Industrial CFO; complex controls |
| General Motors | Senior finance roles incl. VP & Treasurer | 1979 – 1995 | Global treasury/risk experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Agilent Technologies Inc. | Director | Current; global scientific instruments/diagnostics |
| Icosavax, Inc. | Director | Former; board service ended upon AstraZeneca acquisition in Feb 2024 |
| Avanos Medical, Inc. | Director | Former |
| Financial Engines, Inc. | Director | Former |
Board Governance
- Current committee assignments: Audit Committee Chair; members include Kunz, Frank Karbe, and Theodore Schroeder (appointed Apr 17, 2025 to replace David Socks). All audit members are independent; Kunz is the designated “audit committee financial expert” and has “financial sophistication” under Nasdaq rules .
- Independence: Board determined Kunz and seven other directors are independent under Nasdaq; no family relationships among directors/executives .
- Attendance and engagement: Board met 10 times in FY2024; each director attended at least 75% of board and applicable committee meetings. Audit Committee met 5 times; Compensation 5 times; Nominating & Corporate Governance 1 time .
- Election results (2025 AGM): Kunz re-elected as Class III director for term ending 2028; votes For: 34,023,182; Withheld: 451,384; Broker non-votes: 17,427,382. James Topper received fewer For votes (26,884,171) by comparison .
- Say-on-Pay (2025 AGM): Votes For 24,584,781; Against 8,704,739; Abstentions 1,185,046; Broker non-votes 17,427,382. Say-on-frequency: “1 Year” received 30,665,967 votes (Board to hold annual votes) .
- Anti-hedging/pledging: Insider trading policy prohibits short sales, puts/calls, hedging, and margin/pledge accounts for directors .
- Clawback: Company maintains a Dodd-Frank–compliant clawback policy for erroneously awarded incentive compensation (Section 16 officers) .
Fixed Compensation
- Director pay structure (non-employee directors):
- Annual cash retainer: $50,000; Committee chairs: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Committee members: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Non-executive Chair retainer: $40,000 .
- Equity: Effective May 23, 2024, initial grants increased to 21,000 RSUs + 35,000 options; 2024 annual grants were 10,500 RSUs + 17,500 options. Each non-employee director received 10,500 RSUs on May 23, 2024 at $10.30 grant-date price .
| 2024 Director Compensation (Heidi Kunz) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $75,000 |
| Option awards (grant-date fair value) | $121,280 |
| Stock awards (RSUs; grant-date fair value) | $108,150 |
| Total 2024 compensation | $304,430 |
Notes: The 2024 RSU grant was 10,500 units at $10.30 per share; fair value reflects ASC 718. Options were the program’s 17,500 options for annual grants; ASC 718 values shown; actual realizable value depends on stock performance and service .
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs; equity awards are time-based (RSUs and options) under the non-employee director program; no meeting fees disclosed .
- Hedging is prohibited; no tax gross-ups disclosed for directors .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| Agilent Technologies Inc. (current) | Diagnostics/instruments; no related-party transactions with PHAT disclosed |
| Icosavax (former), Avanos Medical (former), Financial Engines (former) | No PHAT related-party transactions disclosed tied to Kunz |
Related-party note: PHAT disclosed spend with PCI Pharma Services, affiliated with a principal stockholder (Frazier), reviewed by Audit Committee; no Kunz-specific related party transactions disclosed .
Expertise & Qualifications
- Audit & finance: Former multi-company CFO; designated audit committee financial expert; extensive public company board experience .
- Education: MBA (Columbia Business School); BA (Georgetown University) .
- Industry scope: Insurance, retail, industrial, and automotive finance leadership; relevant to risk oversight and financial reporting .
Equity Ownership
| Beneficial Ownership (as of Apr 7, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares/rights) | 132,860; <1% of shares outstanding |
| Components | 113,360 options exercisable within 60 days; 19,500 RSUs vesting/vested within 60 days |
| Options/RSUs outstanding (12/31/2024) | 113,360 options; 10,500 RSUs outstanding |
| Anti-hedging/pledging policy | Hedging, shorting, and pledging prohibited |
Notes: Percentage ownership based on 69,648,287 shares outstanding on Apr 7, 2025 . Section 16(a) disclosures note one delinquent filing for a different director; none indicated for Kunz .
Governance Assessment
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Strengths
- Audit leadership and financial expertise: Kunz chairs the Audit Committee and is the Board’s “audit committee financial expert,” aligning well with PHAT’s commercial scaling and revenue recognition risk profile .
- Independence and robust investor support: Independent under Nasdaq; re-elected with 34.0M For vs 0.45M Withheld (high support) .
- Engagement: Board met 10 times; committees active; each director ≥75% attendance; all attended 2024 annual meeting .
- Alignment mechanisms: Equity grants (RSUs/options) and anti-hedging/pledging policy support long-term alignment .
-
Watch items / potential red flags (none acute)
- Director equity values were increased in 2024 to align to peer medians—appropriate benchmarking via Pay Governance, but investors may monitor cumulative pay growth vs performance and dilution over time .
- Related-party ecosystem: Transactions with PCI (affiliated with a major holder) continue to be under Audit Committee oversight; no Kunz-specific conflicts disclosed .
-
Shareholder feedback signals
- Say-on-Pay passed (24.6M For vs 8.7M Against); annual SoP frequency endorsed—Board responsiveness expected in future cycles .
Overall, Heidi Kunz brings heavyweight CFO governance to PHAT as an independent audit chair and financial expert, with strong re-election support and no disclosed conflicts or attendance issues. The director pay program uses time-based RSUs/options and prohibits hedging/pledging, supporting alignment, while the 2024 equity calibration to peers merits routine monitoring for cost/dilution discipline .