Lonnie Shoff

About Lonnie Shoff

Independent director since August 2022; age 65; B.S. in Biology from Purdue University. Career spans senior operating roles across diagnostics and healthcare distribution, including President of Clinical Diagnostics at Thermo Fisher, CEO/President roles at Henry Schein business units, SVP/GM roles at Roche, and President of Antech and Sound Diagnostics (Mars Petcare) .

Past Roles

External Roles

• No current public-company directorships disclosed in PSNL proxy biography for Ms. Shoff .

Board Governance

• Independence: Board determined Ms. Shoff (and other Compensation Committee members) are independent under Nasdaq listing standards .
• Board meetings: 13 in 2023; 16 in 2024; each director attended at least 75% of aggregate Board/committee meetings for periods served .
• Nominating & Governance processes: Annual Board and committee self-assessments facilitated by the Nominating & Corporate Governance Committee .

Fixed Compensation

• Policy cash retainers (current): Board annual retainer $40,000; Compensation Committee member fee $7,500; Chair fee $15,000; payable quarterly, prorated for partial service .

Performance Compensation

• Equity policy terms (Directors):
  • Initial grant: Nonstatutory option for 80,000 shares; vests in 3 equal annual installments over 3 years, subject to continuous service .
  • Annual grant: Nonstatutory option for 50,000 shares at each Annual Meeting; vests by 1-year anniversary or day prior to next Annual Meeting .
  • Exercise price: 100% of fair market value on grant date; option term 10 years .
  • Post-termination exercise: Lesser of 36 months post-termination or remaining term, except removal for cause .
  • Change in control: Option awards accelerate and become exercisable immediately prior to effectiveness of change in control .

Other Directorships & Interlocks

• None disclosed for Ms. Shoff; PSNL corporate governance guidelines limit external board service (≤4 other public boards for non-employee directors), with Board consideration of time demands .

Expertise & Qualifications

• Domain expertise in clinical and molecular diagnostics; senior operating experience across large-cap life sciences and healthcare distributors; B.S. Biology (Purdue). Selected for PSNL Board due to operating/management experience in life sciences and healthcare .

Equity Ownership

• Ownership guidelines: Not disclosed for directors in the proxy excerpts reviewed .
• Pledging/hedging: No pledging or hedging by directors disclosed in the reviewed sections .

Governance Assessment

• Strengths:

  • Clear independence and active role on Compensation Committee; committee oversight includes director and executive compensation, equity plans, and recoupment policy .
  • Consistent attendance threshold met; active Board cadence (13 meetings in 2023; 16 in 2024) .
  • Strong shareholder support for executive pay (say-on-pay approval ~98% in 2023; ~96.7% in 2024), signaling general investor confidence in compensation governance .
  • Equity grants are standardized, time-based options with transparent terms; post-termination exercise window (up to 36 months) and change-in-control acceleration disclosed, reducing uncertainty for directors .

• Watch items:

  • Director equity is predominantly options (no RSUs under current policy), emphasizing market beta vs. performance metrics; no director-specific performance metrics tied to equity (typical for directors but limits pay-for-performance linkage for governance oversight) .
  • Related-person transactions exist (e.g., agreements with Tempus) at the company level; however, no transactions involving Ms. Shoff are disclosed. Continue monitoring for potential interlocks or dealings that could affect independence .
  • No explicit director stock ownership guidelines disclosed in the reviewed policy excerpts; alignment assessed via beneficial ownership and option holdings .

• RED FLAGS:

  • None identified for Ms. Shoff in the reviewed filings: no related-party transactions, no pledging, and attendance ≥75% .

Appendix: Director Compensation Policy Snapshot