Sheryl L. Conley
NeuroneticsAbout Sheryl L. Conley
Independent director since October 2019; age 64. A 35-year orthopedic medical device veteran with executive P&L, global brand, marketing, sales, product development, and operations experience, including senior roles at Zimmer and leadership of OrthoWorx and AcceLINX. She holds a B.S. (Biology/Chemistry) and MBA from Ball State University and is an NACD Certified Director . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zimmer, Inc. | Group President, Americas & Global Brand Mgmt; Chief Marketing Officer | Dec 2005–May 2008 | Led development/commercial release of 50+ industry brands |
| OrthoWorx, Inc. | President & CEO | Sep 2012–May 2017 | Regional industry coordination; executive leadership |
| AcceLINX, Inc. | President & Board Member | Mar 2017–Dec 2022 | Musculoskeletal accelerator leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Anika Therapeutics, Inc. | Independent Director | May 2021–present | Audit Committee member; Compensation Committee Chair |
| Surgalign, Inc. | Independent Director; Board Chair | May 2021–Oct 2023 | Audit Committee member |
| Keystone Dental, Inc. (private) | Independent Director | Feb 2022–Dec 2023 | Audit Committee member |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) .
- Independence: Board determined all directors other than CEO are independent; Conley is independent .
- Meeting cadence and attendance: Board met 16 times in 2024; Audit met 4; Compensation met 6; Nominating met 4; each director attended at least 75% of meetings for boards/committees served .
- Executive sessions: Independent directors held regular executive sessions; the independent Chair presided .
- Board leadership: Independent Chair (Robert A. Cascella), separate from CEO, to reinforce objective oversight .
Committee Assignments (STIM)
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation | Chair |
| Nominating & Corporate Governance | Member |
Meeting & Attendance Snapshot (2024)
| Metric | Count/Status |
|---|---|
| Board meetings | 16 |
| Audit Committee meetings | 4 |
| Compensation Committee meetings | 6 |
| Nominating Committee meetings | 4 |
| Director attendance threshold | ≥75% for all directors |
Fixed Compensation
- Policy: Annual director cash retainer $55,000; Board Chair +$60,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000. In 2024, eligible directors received 25,000 RSUs; non-executive Chair received an additional 6,250 RSUs. Directors may elect to receive cash retainers in stock and defer RSU settlement .
| Item | Amount |
|---|---|
| Annual director cash retainer | $55,000 |
| Board Chair additional cash | $60,000 |
| Audit Chair | $20,000 |
| Audit Member | $10,000 |
| Compensation Chair | $15,000 |
| Compensation Member | $7,500 |
| Nominating Chair | $10,000 |
| Nominating Member | $5,000 |
| Annual director RSU grant | 25,000 RSUs |
| Additional Chair RSUs | 6,250 RSUs |
2024 Director Compensation – Sheryl L. Conley
| Component | 2024 |
|---|---|
| Fees earned/paid in cash ($) | $80,833 |
| Restricted stock awards ($) | $47,500 |
| Option awards ($) | — |
| Total ($) | $128,333 |
Performance Compensation
- Directors do not receive performance-based bonuses; equity grants to directors in 2024 were time-based RSUs that vest in full on the earlier of May 30, 2025 or Board-approved separation, subject to continued service; some directors elected deferral .
- As Compensation Committee Chair, Conley oversaw the addition of executive PRSUs after a 68.45% say-on-pay approval in 2024 and investor feedback, introducing cash flow breakeven and cash balance growth metrics to align pay and performance .
Executive PRSU Metrics Adopted (Oversight by Compensation Committee)
| Program | Metric | Period | Weight/Scale | Vesting Condition |
|---|---|---|---|---|
| Greenbrook acquisition PRSUs | Cash Flow Breakeven (as defined) | Q2 2025 | 25% of award | Vests Dec 31, 2025, subject to service and metric attainment |
| Greenbrook acquisition PRSUs | Cash Flow Breakeven (as defined) | Q3 2025 | 50% of award | Vests Dec 31, 2025, subject to service and metric attainment |
| Greenbrook acquisition PRSUs | Cash Flow Breakeven (as defined) | Q4 2025 | 25% of award | Vests Dec 31, 2025, subject to service and metric attainment |
| 2025 PRSU program | Cash balance growth targets | FY 2025, 2026, 2027 | 0–150% payout vs target | Payout scales with year-end cash balances; 75% RSUs time-based; 25% PRSUs performance-based |
Other Directorships & Interlocks
| Company | Relationship to STIM | Observation |
|---|---|---|
| Anika Therapeutics, Inc. | Different sector (orthopedics/regenerative) | No related-party transactions disclosed with STIM; committee roles noted |
| Surgalign, Inc. | Spine devices; prior role ended Oct 2023 | No STIM related-party transactions disclosed; tenure ended |
| Keystone Dental, Inc. (private) | Dental implants; prior role ended Dec 2023 | No STIM related-party transactions disclosed |
Expertise & Qualifications
- 35-year orthopedic device executive with global P&L, commercialization, and operations leadership; led development/launch of 50+ brands at Zimmer .
- Governance credentials: NACD Certified Director; cross-committee experience across Audit and Compensation; current external comp chair at Anika .
- Education: B.S. in Biology/Chemistry; MBA (Ball State University) .
Equity Ownership
| Component | Amount |
|---|---|
| Common shares owned | 123,026 |
| Options exercisable | 6,630 |
| Unvested RSUs | 25,000 |
| Ownership as % of shares outstanding | <1% |
- Stock ownership guidelines (Nov 2024): Directors must hold the lesser of 55,000 shares or shares equal to 3x annual cash retainer within five years; Conley’s 123,026 common shares exceed the 55,000-share threshold, indicating compliance/alignment .
- Hedging/pledging: Company prohibits short sales, options, hedging transactions, margin accounts, and other speculative transactions by directors; no pledging disclosed for Conley .
Governance Assessment
- Board effectiveness: Conley chairs the Compensation Committee and serves on Audit and Nominating, indicating deep governance engagement across pay, risk, and director oversight . Independent Chair structure enhances oversight; regular executive sessions support independence .
- Pay-for-performance responsiveness: Following a 68.45% say-on-pay approval in 2024, the Compensation Committee added PRSUs tied to cash flow breakeven and cash balance growth, improving alignment with investors’ feedback .
- Independence and attendance: Independent under Nasdaq rules; attended ≥75% of meetings; Board/committee activity levels were high in 2024 (16 Board meetings; 4/6/4 committee meetings) .
- Ownership alignment: Strong personal ownership (123,026 shares) versus guideline of 55,000; director equity grants (25,000 RSUs) and no hedging allowed further align incentives .
- Consultant independence: Compensation Committee’s consultant (Alpine Rewards) engaged annually since 2020 and provided no other services in 2024, reducing consultant conflict risk .
- Potential conflicts/red flags: No related-party transactions disclosed involving Conley; a proxy-noted administrative oversight where all non-employee directors (including Conley) filed one Form 4 late for an RSU transaction in 2024; monitor filing controls. Related-party employment noted for CEO/CFO family members, but not for Conley .
Section 16(a) Compliance (Directors)
| Item | 2024 Status |
|---|---|
| Form 4 filings (RSU transaction) | One late Form 4 by each then-current non-employee director, including Conley |
Say-on-Pay & Shareholder Feedback
| Item | Result/Action |
|---|---|
| 2024 Say-on-Pay approval | 68.45% approval; led to incorporation of PRSUs and enhanced disclosure |
Overall, Conley exhibits strong governance engagement and alignment through leadership on the Compensation Committee, multi-committee service, and meaningful equity ownership. The single late Form 4 in 2024 is a minor process red flag, while the committee’s swift move to performance equity post investor feedback is a positive signal for board responsiveness .