Glenn P. Muir
NeuroneticsAbout Glenn P. Muir
Independent director (age 66) serving on Neuronetics, Inc.’s (STIM) board since July 2017; former long‑time CFO and EVP of Finance & Administration at Hologic, Inc. (1992–2014) with prior roles at Metallon Engineered Materials and Arthur Andersen. He holds a B.S. in Accounting (UMass Amherst), an M.B.A. (Harvard Business School), and an M.S. in Taxation (Bentley); CPA (inactive since 2022) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hologic, Inc. | EVP Finance & Administration; CFO; Director | 1992–2014 (EVP 2000–2014; VP 1992–2000; Director 2001–2013) | Senior finance leadership at a public medtech; governance experience as public company director . |
| Metallon Engineered Materials Corp. | CFO & VP Finance & Administration | 1986–1988 | Senior finance leadership in engineered materials . |
| Arthur Andersen & Co. | Senior Auditor | 1981–1984 | Public accounting/audit foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Repligen Corporation (RGEN) | Director | 2015–present | Public life sciences company board service . |
| G1 Therapeutics, Inc. | Director | 2015–2024 | Board tenure concluded upon acquisition in 2024 . |
| ReWalk Robotics Ltd. | Independent Director | 2014–2017 | Prior public board role . |
| RainDance Technologies, Inc. | Independent Director | 2014–2017 | Prior board role (private) . |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Muir is independent under Nasdaq rules .
- Committee assignments and chair roles: Audit Committee Chair; member of Compensation and Nominating & Corporate Governance committees .
- Financial expertise: Board designated Muir an “audit committee financial expert” under SEC rules; meets Nasdaq financial sophistication requirements .
- Board leadership: Independent Board Chair structure (Robert Cascella) separates chair and CEO roles .
- Attendance and engagement: Board met 16 times in 2024; Audit met 4x; Compensation 6x; Nominating & Corporate Governance 4x; each director attended at least 75% of Board/committee meetings; independent directors held regular executive sessions .
- Section 16 filing compliance: Company noted one late Form 4 for each then‑current non‑employee director due to administrative oversight (includes Muir) .
- Governance enhancements on ballot: 2025 proposal to eliminate supermajority provisions (Board made no recommendation); details of amendments included in proxy appendices .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Muir Actual |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $55,000 cash (electable in stock) | $85,417 fees earned (includes committee chairs/memberships) |
| Board Chair additional retainer | +$60,000 (for Chair; not applicable to Muir) | — |
| Audit Committee | Chair $20,000; Member $10,000 | Included in fees |
| Compensation Committee | Chair $15,000; Member $7,500 | Included in fees |
| Nominating & Gov. Committee | Chair $10,000; Member $5,000 | Included in fees |
Notes: Cash retainers paid quarterly; pro‑rated for partial year; directors can elect stock in lieu of cash .
Performance Compensation (Director)
| Equity Component | Grant/Value | Vesting/Terms |
|---|---|---|
| Annual RSU grant (non‑employee directors) | 25,000 RSUs in 2024 (Chair received +6,250 RSUs) | Vests in full on the earlier of May 30, 2025 or Board‑approved separation; some directors elected to defer settlement . |
| Muir – 2024 equity reported | $47,500 grant date fair value | Subject to the same vesting terms above . |
No director performance‑conditioned awards are disclosed; director equity is time‑based RSUs .
Other Directorships & Interlocks
- Current/Recent public boards: Repligen (current); G1 Therapeutics (through 2024 acquisition) .
- Potential interlock signal: Both Muir and Neuronetics’ independent Chair Robert Cascella have significant Hologic backgrounds (Muir as CFO/EVP; Cascella as former Hologic President/CEO), which may shape shared perspectives though no related‑party dealings are disclosed .
Expertise & Qualifications
- Designated audit committee financial expert; extensive CFO tenure at a public medtech (Hologic); CPA (inactive since 2022) .
- Degrees: B.S. Accounting (UMass Amherst), M.B.A. (Harvard), M.S. Taxation (Bentley) .
- Sector focus: Medical technology/devices and life sciences boards .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 334,700 total (as of record date March 24, 2025) |
| Percent of outstanding | <1% (“*%” in proxy table) |
| Common shares owned directly | 272,898 |
| Options exercisable | 36,802 |
| Unvested RSUs | 25,000 |
| Director ownership guideline | Must hold lesser of 55,000 shares or 3x annual cash retainer within 5 years of adoption/appointment |
Observation: Based on the disclosed guideline (55,000 shares) and his beneficial ownership (334,700 shares), Muir’s holdings exceed the director ownership guideline threshold .
Insider Trades and Section 16 Filings
| Filing Date | Form | Summary |
|---|---|---|
| 2024‑06‑05 | Form 4 | Change in beneficial ownership (see filing) |
| 2024‑09‑06 | Form 4 | Change in beneficial ownership (see filing) |
| 2025‑10‑22 | Form 4 | Change in beneficial ownership (see filing) |
Note: The company disclosed one late Form 4 filing for each then‑current non‑employee director in 2024 due to administrative oversight .
Related‑Party Transactions and Conflicts
- Policy: The Audit Committee oversees a formal Related Person Transactions Policy for transactions >$120,000, with independence and arm’s‑length safeguards .
- Disclosures: No related‑party transactions involving Muir are disclosed; 2024–2025 related‑party items involve family members of the CEO and CFO with Audit Committee pre‑approval .
- Hedging/pledging: Company prohibits short sales, options, hedging, and margin accounts for directors and employees .
Governance/Compensation Context Signals
- Say‑on‑Pay (first held in 2024): 68.45% approval; in response, Board introduced PRSUs for senior leadership and enhanced disclosure .
- Stock ownership guidelines: Adopted November 2024; directors required to attain holdings within five years .
- Clawback policy: Adopted December 1, 2023 for incentive‑based executive compensation; governance strength albeit primarily executive‑focused .
- Supermajority elimination: 2025 proposal to remove supermajority voting requirements from Charter/Bylaws—responsive to proxy advisor feedback .
Governance Assessment
-
Strengths
- Independent director with deep public‑company CFO experience; designated audit committee financial expert; chairs Audit Committee .
- Strong engagement: serves on three key committees; Board and committees met frequently in 2024 with >75% attendance by each director .
- Alignment: meaningful personal share ownership (334,700 shares) exceeding director guideline threshold; hedging/margin prohibited .
- Board responsiveness: ownership guidelines, clawback policy, and proposal to eliminate supermajority voting signal governance improvement orientation .
-
Watch items / potential red flags
- Late Form 4 in 2024 (administrative oversight across non‑employee directors) — minor compliance lapse to monitor .
- External network: shared Hologic background with current independent Chair could introduce cognitive homogeneity; no related‑party dealings disclosed .
- 2024 Say‑on‑Pay at 68.45% shows tempered investor support (executive pay); Board introduced performance equity thereafter .
Overall, Muir’s financial acumen and audit leadership enhance Board oversight, with solid ownership alignment and independence. No related‑party conflicts are disclosed; compliance and investor‑feedback responsiveness are trending positively .