Julie B. Andrews
About Julie B. Andrews
Independent director (Class III) since August 2021; age 54; Chair of the Audit Committee and designated audit committee financial expert. Currently CFO of Orthofix Medical (spine/orthopedics) and former senior finance leader at Wright Medical and Medtronic with extensive M&A execution. Education: B.S. in Accounting, Indiana University Northwest. Term expires at the 2027 annual meeting; Board affirms her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wright Medical Group N.V. | SVP, Global Finance; previously VP & Chief Accounting Officer | VP/CAO May 2012–Sep 2019; SVP Aug 2019–Dec 2020 | Led ~$300M hip/knee divestiture to MicroPort; oversight of $3.3B Tornier acquisition; led diligence/integration planning for sale to Stryker. |
| Smart Wires Technology LTD | Chief Financial Officer | Sep 2021–Apr 2023 | Clean-tech CFO role during grid modernization initiatives. |
| Medtronic, Inc. | Various finance leadership roles incl. BU CFO (Spine & Biologics, ~$3.5B) | ~14 years (dates not specified) | Business-unit CFO and multiple key finance positions. |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Orthofix Medical Inc. (NASDAQ:OFIX) | Chief Financial Officer | Current | Executive role (not a board seat). |
| Priveterra (NASDAQ:PMGM) | Director | Current | Audit Committee Chair. |
Board Governance
- Committee assignments: Audit Committee (Chair); not on Compensation or Governance Committees. Audit Committee met 5 times in 2024; Board met 5 times in 2024.
- Independence: Board determined Andrews is independent under Nasdaq and Exchange Act Rule 10A-3 audit committee standards.
- Leadership structure: Independent, non-executive Chair (J. Andy Corley); separated CEO/Chair roles.
- Attendance: Each director attended at least 75% of aggregate Board/committee meetings for 2024; six directors attended the 2024 annual meeting.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | $50,000 | Cash retainer increased effective Jan 1, 2024. |
| Audit Committee Chair fee | $10,000 | $10,000 | Chair fee. |
| Audit Committee member fee | $10,000 | $10,000 | Member fee (paid in addition to chair per policy; total $70k cash in 2024 aligns with table). |
| Meeting fees (beyond 8/yr) | $1,500 per extra meeting | $1,500 per extra meeting | Paid if Board or a committee exceeds 8 meetings/year. |
| Total director cash earned (Andrews) | $65,000 | $70,000 | As reported for the year. |
| Total director compensation (Andrews) | $214,980 | $219,945 | Cash + equity (no options). |
Performance Compensation
| Equity element | 2023 | 2024 | Vesting & Terms |
|---|---|---|---|
| Annual RSU grant (grant-date fair value) | $149,980 | $149,945 | Annual RSUs vest in full on earlier of one-year anniversary or next annual meeting, subject to service. |
| Initial RSU grant (new directors) | $217,500 policy | $277,500 policy effective Dec 19, 2024 | Vests 1/3 annually over 3 years. |
| Change-in-control treatment | Full vesting of outstanding director equity upon change in control | Full vesting of outstanding director equity upon change in control | Single-trigger vesting; death or disability also fully vests. |
Note: Director equity is time-based RSUs (no PSUs/options for directors). Audit Committee (“Compensation Recovery Policy”) is administered at the company level; document does not specify a director-specific clawback.
Other Directorships & Interlocks
| Company | Relationship to RXST | Interlock / Potential Conflict |
|---|---|---|
| Orthofix Medical (OFIX) | Unrelated therapeutic area (spine/orthopedics) vs. RXST (ophthalmology) | None disclosed in related-party section; independence affirmed. |
| Priveterra (PMGM) | SPAC/directorship | None disclosed in related-party section. |
No related-party transactions are disclosed involving Ms. Andrews; Board’s related-party disclosure notes a separate relationship for another director (Dr. Link) as the reason for his non-independence.
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated under Nasdaq rules.
- Deep medtech finance and M&A experience (divestitures, multi‑billion acquisitions, integration planning).
- Senior public-company CFO experience (Orthofix); prior BU CFO at Medtronic Spine & Biologics.
Equity Ownership
| Metric | 2023 (as of Apr 8, 2024 unless noted) | 2024 (as of Apr 8, 2025 unless noted) |
|---|---|---|
| Beneficial ownership (shares) | 40,809 | 30,287 |
| Ownership % of outstanding | <1% | <1% |
| RSUs outstanding (as of 12/31) | 8,280 (12/31/2023) | 2,554 (12/31/2024) |
| Pledging/Hedging | Prohibited by insider trading policy | Prohibited by insider trading policy |
| Stock ownership guidelines | 3x annual cash retainer; compliance by Jan 1, 2028 or 5 years from appointment (later of the two) | 3x annual cash retainer; same timing |
| Sources |
Shareholder Voting Signals (2024 Annual Meeting)
| Item | For | Against/Withhold | Abstain | Broker Non-Votes | Takeaway |
|---|---|---|---|---|---|
| Director election – Julie B. Andrews (Class III) | 18,202,611 | 5,913,897 | — | 5,905,814 | Re-elected; significant withhold (context: staggered board; plurality standard). |
| Say‑on‑Pay (NEO compensation) | 22,608,292 | 1,123,950 | 395,359 | 5,894,721 | 95.3% support excluding abstentions and broker non-votes; strong endorsement. |
Governance Assessment
-
Strengths
- Independent Audit Committee Chair with “financial expert” designation; committee met 5 times in 2024 and oversees financial reporting, internal controls, cybersecurity risks, and related-party review.
- Independence affirmed; no related-party transactions involving Ms. Andrews disclosed.
- Director equity and ownership guidelines (3x retainer) align incentives; hedging/pledging prohibited, supporting alignment with shareholders.
- Say‑on‑pay support of 95.3% (2024) indicates broad investor confidence in compensation governance.
-
Watch items / RED FLAGS (governance considerations)
- Single‑trigger full vesting of director equity upon change in control (common but viewed as less shareholder‑friendly than double‑trigger).
- Notable withhold votes in 2024 director election for Andrews; monitor future voting trends and engagement disclosures.
-
Compensation Mix and Year-over-Year Changes
- Cash retainer increased to $50k for 2024 (from $45k); Andrews’ cash rose to $70k given Audit Chair + member fees.
- Annual director equity was $150k in 2024; policy increased to $170k for 2025, modestly shifting mix toward equity.
Overall: Ms. Andrews enhances board financial oversight and medtech finance depth. Policies on independence, stock ownership, and hedging/pledging are strong; change‑in‑control vesting could be tightened. Continued tracking of director election vote trends and ongoing engagement will be important signals for investor confidence.