Valerie Asbury
TACTILE SYSTEMS TECHNOLOGYAbout Valerie L. Asbury
Valerie L. Asbury, age 65, has served as an independent director of Tactile Systems Technology, Inc. (TCMD) since 2022; she is President and Chief Executive Officer of LifeScan, Inc. and previously held senior leadership roles at Johnson & Johnson from 1998–2018, including Global President, Diabetes Solutions (2013–2018) before LifeScan’s sale in October 2018 . On TCMD’s board, she chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee; the Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Various leadership roles across five medical device/pharma divisions; Global President, Diabetes Solutions | 1998–2018; Global role 2013–2018 | Led strategic growth and talent development in diabetes consumer medical devices |
| LifeScan, Inc. | President & CEO | Oct 2018–present | CEO of diagnostic systems manufacturer focused on diabetes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LifeScan, Inc. | President & CEO | Oct 2018–present | Operates in diabetes diagnostics; executive leadership experience |
| Nixon Medical (private) | Independent Director; Chair, President’s Evaluation Committee | 2019–present | Medical apparel and linen services; chairs evaluation committee |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee Chair .
- Committee activity: Audit Committee held 7 meetings in 2024; Nominating and Corporate Governance Committee held 5 meetings in 2024 .
- Board activity and attendance: Board held 6 meetings in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all continuing directors attended the 2024 Annual Meeting .
- Independence: All directors except the CEO (Sheri Dodd) and Daniel Reuvers are independent; Asbury is an independent director .
- Board leadership: Independent Chairman (William W. Burke); non-employee directors regularly meet without management .
- Governance processes: Annual Board and committee evaluations led by outside counsel; third-party firm engaged for interviews/assessments in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director retainer |
| Audit Committee member retainer | $10,000 | Member fee |
| Nominating & Corporate Governance Committee chair retainer | $10,000 | Chair fee |
| Total cash fees paid (Asbury) | $70,000 | Reported “Fees Earned or Paid in Cash” for 2024 |
- Compensation structure is retainer-based (Board and committees), with reimbursement of reasonable meeting expenses .
Performance Compensation
| Equity Element (2024) | Grant detail | Vesting | Reported Value |
|---|---|---|---|
| Annual RSU grant to non-employee directors | 10,469 RSUs granted on May 8, 2024 | Vest in full on earlier of one year from grant or 2025 Annual Meeting | $144,996 grant date fair value |
- Directors could elect RSUs in lieu of cash retainers (10–100%), but no director elected RSUs for cash retainers in 2024; annual equity grant value targeted at ~$145,000 for each non-employee director .
- No options granted to directors in 2024; Asbury had no stock options outstanding as of year-end .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Asbury |
| Private company boards | Nixon Medical; chairs President’s Evaluation Committee |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation in 2024 (Asbury not a member) |
| Related-party transactions | None ≥$120,000 since Jan 1, 2024 involving directors/executives/5% holders or their affiliates |
Expertise & Qualifications
- CEO experience in healthcare diagnostics (LifeScan), and senior leadership across medical device and pharma divisions at Johnson & Johnson; relevant strategic, operational, and talent development background .
- Board skills matrix shows strong representation of healthcare/medical device, strategic planning, M&A, and cybersecurity/technology expertise among nominees, aligning with her experience set .
Equity Ownership
| Item | Amount/Description |
|---|---|
| Beneficial ownership (Mar 13, 2025) | 32,744 shares; less than 1% of outstanding |
| RSUs outstanding (Dec 31, 2024) | 10,469 RSUs (scheduled to vest within 60 days after Mar 13, 2025) |
| Stock options outstanding | None |
| Director stock ownership guidelines | Required ownership equal to 5x annual Board cash retainer; time-based RSUs count, options and performance awards do not; compliance expected by later of Dec 9, 2026 or five years of becoming subject; directors are in compliance or progressing within permitted timeframe . |
| Hedging/pledging | Prohibited for directors and officers (no pledging, hedging, short sales, or certain derivatives) |
Governance Assessment
- Board effectiveness: Asbury’s dual role as Audit Committee member and Nominating & Corporate Governance Chair positions her at the center of financial oversight and board composition/evaluation processes; 2024 committee workflows (Audit 7 meetings; Nominating 5 meetings) and annual board evaluations with outside counsel support robust governance .
- Alignment and incentives: 2024 director compensation balanced toward equity ($144,996 RSUs) versus cash ($70,000), reinforcing shareholder alignment via ownership guidelines (5x retainer) and prohibitions on hedging/pledging .
- Independence and conflicts: The Board deems her independent; the proxy reports no related-party transactions or Compensation Committee interlocks in 2024, reducing conflict risk; independent Chairman and executive sessions strengthen oversight .
- RED FLAGS: None disclosed specific to Asbury—no related-party transactions, no hedging/pledging, and attendance met minimum expectations; continued monitoring of external CEO role (LifeScan) for potential business overlaps remains prudent though no conflicts are disclosed by the company .