Laura Shunk
About Laura F. Shunk
Laura F. Shunk, age 68, has served as a director since 2014 and was elected Chairperson of the Board on April 26, 2019. She holds an A.B. in Chemistry and German from Mount Holyoke College (1980) and a J.D. from Case Western Reserve University (1983). A patent attorney and shareholder at Hudak, Shunk & Farine, Co. L.P.A., her background emphasizes intellectual property strategy, materials science, and commercialization, including work leading to major settlements and an acquisition linked to Cross Medical patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudak, Shunk & Farine, Co. L.P.A. | Shareholder; IP counsel | Not disclosed | Represents universities (Akron, Kent State, Case Western), NASA; guides start-ups on IP portfolios; counsel to orthopedic implant company leading to 5.5x sales exit |
| Pearne, Gordon, Sessions, and Granger | Patent attorney | Not disclosed | Prosecuted U.S. patent applications; authored key patents for Cross Medical with significant litigation outcomes |
| Cross Medical (via legal work) | Patent author (impact role) | Not disclosed | Patents central to settlements with J&J and AlphaTech Spine; asset in Interpore/Cross acquisition by Biomet for $280M |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | Not disclosed | — | Proxy biography does not list other public company directorships |
Board Governance
- Board Chair since April 26, 2019; the company has no Lead Independent Director, concentrating agenda-setting and meeting leadership in the Chair role .
- Committees:
- Compensation Committee: Members are Dr. Ungar (Chair), Emily Lu, and Laura Shunk; met twice in 2024 .
- Audit Committee: Chair John Gilliam; members Dr. Ungar and Dr. Wickersham; met four times in 2024; committee members deemed independent and financially literate; Gilliam and Ungar designated “audit committee financial experts” .
- Technical Committee: Chair Dr. Wickersham; member CEO Jeremiah Young; met five times in 2024 .
- Board meetings: Six meetings in 2024; all directors attended every meeting (100% attendance) .
- Annual meeting attendance: Five board members attended the 2024 Annual Meeting; expectation that all nominees will attend the 2025 Annual Meeting .
Fixed Compensation
| Year | Cash Retainer | Chair/Committee Fees | Meeting Fees | Equity (Stock/Options) | Total |
|---|---|---|---|---|---|
| 2024 | $36,000 | $7,500 (Board Chair) | $0 (not disclosed) | $0 stock; $0 options | $43,500 |
- Director compensation policy: Non-employee directors historically may receive cash, stock, or stock options; in 2024 compensation was entirely cash; out-of-pocket expenses reimbursed .
- Equity plan context: 5,945 securities subject to outstanding options/rights (company-wide), weighted-average exercise price $1.25; remaining shares available not disclosed in table; no director-specific equity grants in 2024 .
Performance Compensation
| Performance Metric | Tied to Director Pay? | Notes |
|---|---|---|
| Performance-based equity (RSUs/PSUs) | No | No stock awards for directors in 2024 |
| Stock options | No | No option awards for directors in 2024 |
| Cash bonus | No | Director compensation disclosed as fixed cash retainer plus chair fees (no performance bonuses) |
The proxy does not disclose any performance metrics (e.g., revenue growth, EBITDA, TSR) tied to director compensation for 2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed; no executive officers served on other entities’ compensation committees or boards in interlocking roles |
| Familial relationships | Director John P. Gilliam is CEO Jeremiah Young’s father-in-law (governance risk) |
| External public company boards (Shunk) | Not disclosed in proxy biography |
Expertise & Qualifications
- IP and patents: Extensive patent prosecution and litigation experience; authored key patents leading to large settlements and strategic acquisition value .
- Materials science: Expanded practice into sophisticated material science research; appointed to represent regional universities and NASA; supports polymer manufacturers/molders .
- Entrepreneurial commercialization: Advises start-ups on IP portfolios; contributed to a 5.5x sales exit for an orthopedic company via multi-national patent/trademark portfolio .
- Legal credentials: J.D. (Case Western, 1983); strong board-relevant expertise in IP governance and commercialization strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Laura F. Shunk | 520,173 | 11.4% | Section 16 reporting compliance affirmed for 2024 across reporting persons |
Beneficial ownership defined by voting/investment power or rights to acquire within 60 days of April 28, 2025; percentages calculated vs. 4,568,127 shares outstanding on record date .
Governance Assessment
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Strengths:
- 100% board and committee attendance in 2024 indicates high engagement .
- Chair experience aligns with IP-intensive, materials-focused business; strategic risk oversight includes cybersecurity, financial, legal/compliance, operational risks .
- Significant personal ownership (11.4%) aligns incentives with shareholders .
- Audit Committee independence and financial expertise designation bolster financial reporting oversight .
- Section 16 compliance reported for 2024, reducing disclosure risk .
-
Concerns and RED FLAGS:
- Related-party exposure: Shunk’s law firm represents the company on IP matters—potential conflict that may affect perceived independence; magnitude of fees not disclosed .
- Board structure: No Lead Independent Director while Shunk serves as Chair—concentration of authority and reduced independent counterbalance .
- Familial tie: Director Gilliam is CEO’s father-in-law—raises nepotism/insider influence concerns within board dynamics .
- Director pay mix: Entirely cash in 2024; absence of equity grants to directors reduces direct alignment via ongoing equity vesting, though Shunk’s personal share ownership is substantial .
-
Shareholder feedback and compensation governance:
- Historical say-on-pay support was ~98% at the 2022 annual meeting, indicating positive investor sentiment on executive pay framework (not director pay) .
- Compensation Committee met twice in 2024; no interlocks disclosed; equity award timing controls described for executives (NEOs) to avoid MNPI timing risk .
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Actionable monitoring items for investors:
- Request disclosure of any fees paid to Hudak, Shunk & Farine to assess materiality of related-party transactions .
- Consider advocating for a Lead Independent Director to strengthen board independence and oversight .
- Track committee composition changes post-2025 given Dr. Ungar’s planned board departure, which may shift Compensation and Audit Committee dynamics .