Megan R. Rosengarten

About Megan R. Rosengarten

Independent director of Neuronetics, Inc. (STIM) since August 2021; age 48. Former President of Medtronic’s Surgical Robotics business (2018–2022), with prior leadership roles at Hologic (2014–2018), Covidien (2008–2014), and Johnson & Johnson; recognized for commercializing disruptive healthcare technologies and leading acquisitions (e.g., Digital Surgery). Education: MBA, UNC Kenan-Flagler (marketing/international business); B.S. in Biological Anthropology and Anatomy, Duke University. Current outside board roles include KoKo Medical and BioCoat; prior/director roles include BioCT, Digital Surgery (post-acquisition), and Blue Ocean Robotics (2024–2025) .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors other than the CEO (Sullivan) are independent under Nasdaq rules; the Board has an independent Chair (Robert A. Cascella) .
• Committees and roles (as of Dec 31, 2024): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
• Attendance and engagement: Board met 16 times in 2024; Audit 4, Compensation 6, Nominating & Corporate Governance 4; each Board member attended at least 75% of Board/committee meetings. Independent directors held regularly scheduled executive sessions in 2024, presided over by the independent Chair .
• Risk oversight: Audit Committee oversees financial and cybersecurity risk; receives quarterly enterprise risk updates and reviews indicators and program effectiveness with management .

Committee Membership Snapshot

Fixed Compensation

• Director compensation policy (2024): Annual cash retainer $55,000; Chair of the Board +$60,000; Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating & Governance Chair $10,000/member $5,000. Directors also received annual equity grants (see below). Stock ownership guideline for directors: within 5 years, hold the lesser of 55,000 shares or shares equal to 3x annual cash retainer .
• No hedging/margin: Directors are prohibited from hedging, short sales, transactions in options, margin accounts, or other speculative transactions in Company stock .
• Pre-clearance/trading windows: Director transactions require pre-clearance and must occur in limited trading windows; guidelines adopted November 2024 .

Megan R. Rosengarten – 2024 Director Compensation

2024 Director Equity Grants (Policy)

Performance Compensation

• Directors: No performance‑conditioned equity disclosed; director equity awards are time‑vested RSUs (not performance‑based) .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Ms. Rosengarten beyond Neuronetics; biography lists current roles at private companies/non-profits (KoKo Medical, BioCoat) and prior roles at Blue Ocean Robotics and BioCT .
• Related-party/Interlocks: Proxy discloses related-person transactions and policies; none involve Ms. Rosengarten .

Expertise & Qualifications

• Operating and commercialization expertise in medical devices and robotics; led Medtronic Surgical Robotics (built new global unit; integrated AI acquisition Digital Surgery). Prior growth and marketing leadership at Hologic; robotics incubation/commercialization at Covidien; earlier marketing at J&J. MBA (UNC Kenan‑Flagler) and B.S. (Duke) .

Equity Ownership

• Stock ownership guideline: Directors must hold within 5 years the lesser of 55,000 shares or shares equal to 3x annual cash retainer; Ms. Rosengarten’s beneficial ownership (110,890 shares) exceeds 55,000 shares. The guideline was adopted in November 2024 .
• Section 16 compliance: Due to an administrative oversight, each then‑current non‑employee director (including Ms. Rosengarten) did not timely file one Form 4 to report one RSU transaction in 2024 .

Governance Assessment

• Strengths

  • Independent director serving on Audit and Compensation; Chair of Nominating & Corporate Governance—positions of influence on board composition, policies, and oversight .
  • Board independence and structure: Independent Chair; regular executive sessions; all non‑CEO directors independent under Nasdaq rules .
  • Attendance/engagement: Board and committees were active (16/4/6/4 meetings, respectively); each director attended ≥75% of meetings in 2024 .
  • Ownership alignment: Director ownership guideline adopted; Ms. Rosengarten’s beneficial holdings exceed the 55,000‑share threshold; anti‑hedging/margin and pre‑clearance policies in place .
  • Governance enhancements underway: Proposal to eliminate supermajority provisions submitted to shareholders in 2025 .

• Watch items / potential concerns

  • RED FLAG (administrative): One late Form 4 for each then‑current non‑employee director in 2024; oversight noted and disclosed .
  • Say‑on‑Pay signal: 2024 approval at 68.45%; Compensation Committee responded by adding PRSUs and enhancing disclosure—positive responsiveness, but continued monitoring of investor sentiment recommended .
  • No specific director‑level performance equity; director equity is time‑vested RSUs, standard but not explicitly performance‑based .

• Conflicts/related party exposure

  • No related‑party transactions disclosed involving Ms. Rosengarten; Audit Committee oversees related‑party policy and approvals .

• Compensation governance

  • Director and executive pay practices advised by independent consultant Alpine; Alpine provided no other services in 2024 .
  • Company‑wide clawback policy adopted Dec 1, 2023 for incentive‑based executive compensation (broader governance signal) .