Robert A. Cascella
NeuroneticsAbout Robert A. Cascella
Independent director and current independent Chair of the Board at Neuronetics (STIM). Age 70; has served on the Board since April 2021. Former EVP and Executive Committee member at Philips (2015–Dec 31, 2021), previously CEO of its Precision Diagnosis and Diagnosis & Treatment segments; earlier President and later CEO of Hologic for 11 years, with a track record of portfolio diversification and revenue growth. NACD Certified Director; B.A. in accounting from Fairfield University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philips | EVP & Strategic Business Development Leader; Member of Executive Committee; CEO, Precision Diagnosis; CEO, Diagnosis & Treatment | 2015–Dec 31, 2021 | Led integration of smart systems, software, informatics; built precision medicine platforms |
| Hologic | President; later CEO | ~11 years | Diversified product portfolio; substantially grew revenues via innovation and M&A; strengthened customer relationships |
External Roles
| Organization | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Celestica | NYSE: CLS | Director | Current public company directorship |
| Mirion Technologies | NYSE: MIR | Director | Current public company directorship |
| Koru Medical Systems | Nasdaq: KRMD | Director | Current public company directorship |
Board Governance
- Independence and leadership: The Board determined all directors except the CEO are independent; Cascella is independent and serves as independent Chair with authority to preside over Board and stockholder meetings .
- Committee assignments: Member of Audit, Compensation, and Nominating & Corporate Governance committees; not a committee chair. Audit Committee identified him as an “audit committee financial expert” under SEC rules .
- Engagement and attendance: Board met 16 times in 2024; Audit (4), Compensation (6), Nominating (4). Each director attended at least 75% of Board and committee meetings. Independent directors held regular executive sessions in 2024, presided over by Cascella .
- Governance improvements: The Board proposed and stockholders approved amendments to remove supermajority voting in Charter and Bylaws (approved May 22, 2025), enhancing shareholder rights .
- Policies: Strict “No Hedging” policy prohibiting short sales, options, hedging transactions, and margin accounts for directors and employees .
- Shareholder feedback: 2024 Say‑on‑Pay approved at 68.45%; Compensation Committee responded by introducing PRSUs and cash‑balance growth targets in 2025 grants .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 55,000 | Eligible directors (excludes investor‑affiliated) |
| Additional cash for Board Chair | 60,000 | Independent Chair increment |
| Audit Committee member | 10,000 | Annual cash |
| Compensation Committee member | 7,500 | Annual cash |
| Nominating & Governance Committee member | 5,000 | Annual cash |
| 2024 cash fees earned (Cascella) | 130,208 | Actual reported |
- Eligible directors may elect to receive cash retainers in vested common stock, paid quarterly .
Performance Compensation
| Grant Year | Instrument | Shares | Fair Value ($) | Vesting / Performance Metrics |
|---|---|---|---|---|
| 2024 | RSUs (annual director grant) | 25,000 | Included in total below | Vests in full on the earlier of May 30, 2025 or Board‑approved separation; time‑based, service only (no performance metric) |
| 2024 | RSUs (Chair add‑on) | 6,250 | Included in total below | Same as above; time‑based, service only |
| 2024 Total (reported) | RSUs | 31,250 | 125,001 | Aggregate grant date fair value reported for Cascella |
- Directors do not receive option awards; 2024 director equity is service‑based with no performance metrics. Some directors elected to defer settlement of RSUs .
Other Directorships & Interlocks
| Company | Relationship to STIM | Potential Interlocks / Notes |
|---|---|---|
| Celestica (CLS) | Unrelated electronics manufacturer | No STIM‑disclosed related transactions; monitor supplier/customer overlaps if any |
| Mirion Technologies (MIR) | Radiation detection/measurement | No STIM‑disclosed related transactions |
| Koru Medical Systems (KRMD) | Infusion devices | No STIM‑disclosed related transactions |
| Hologic (prior) | Both Cascella (CEO) and STIM director Glenn Muir (former CFO) previously held senior roles | Shared prior employer; beneficial for domain expertise; not a disclosed related‑party transaction |
Expertise & Qualifications
- Financial and managerial expertise as public company CEO; deemed “audit committee financial expert”; enhances oversight of financial reporting and controls .
- Deep medtech domain experience (diagnostics, imaging, precision medicine) and M&A/integration background; NACD Certified Director .
- Accounting education (B.A., Fairfield University), supporting committee work .
Equity Ownership
| Holder | Shares Owned (Common) | Unvested RSUs | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Robert A. Cascella | 510,736 | 31,250 | 541,986 | <1% (indicated as “*”) |
| Shares outstanding (Record Date) | 65,814,512 | — |
- Director ownership guidelines: Within 5 years, directors must hold the lesser of 55,000 shares or 3x annual cash retainer. Cascella’s beneficial ownership (541,986) exceeds guideline, indicating alignment .
Governance Assessment
- Strengths: Independent Chair; broad committee participation; audit financial expert designation; regular executive sessions; robust related‑party transactions policy under Audit oversight; adoption of stock ownership guidelines; removal of supermajority voting improves shareholder rights .
- Alignment: Significant personal share ownership and time‑based RSU grants align with shareholder outcomes; hedging/margin prohibitions support alignment .
- Shareholder responsiveness: Moderate 2024 Say‑on‑Pay support (68.45%) led to added performance equity in 2025 grants—positive governance signal .
- RED FLAGS / Watch items: Minor Section 16(a) compliance lapse—non‑employee directors (including Cascella) failed to timely file one Form 4 for an RSU transaction in 2024 (administrative oversight). Monitor ongoing filing timeliness .
- Conflicts: No related‑party transactions disclosed involving Cascella; multiple outside directorships increase time‑commitment risk in general, but 2024 attendance thresholds were met and executive sessions were led effectively .