Kenneth Washington
GenthermAbout Kenneth Washington
Independent director since 2023; age 64. Senior Vice President, Chief Technology & Innovation Officer at Medtronic plc (2023–present). Prior roles include VP of Software Engineering at Amazon Lab126 (2021–2023) and Chief Technology Officer at Ford Motor Company (2017–2021). Holds B.S., M.S., and Ph.D. in Nuclear Engineering from Texas A&M University . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | SVP, Chief Technology & Innovation Officer | 2023–Present | Oversees technology and innovation; experience cited for tech risk/cyber oversight . |
| Amazon Lab126 | VP, Software Engineering, Consumer Robotics | 2021–2023 | Software leadership; consumer robotics . |
| Ford Motor Company | Chief Technology Officer; earlier technical roles | 2014–2021 (CTO 2017–2021) | Automotive tech leadership; cybersecurity and risk knowledge . |
| Lockheed Martin Corporation | VP, Advanced Technology Center; First Chief Privacy Officer | 2007–2014 | Advanced technology; privacy . |
| Sandia National Laboratories | Chief Information Officer; various roles | ~21 years | National lab R&D, CIO . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKesson Corporation | Director | 2019–2021 | Public company board experience . |
Board Governance
- Committee assignments: Chair, Technology Committee (members include Washington (Chair), Desormière, Heinzmann, Kummeth) .
- Technology Committee met 4 times in 2024; Board met 6 times; directors attended nearly 100% of meetings .
- Independence: Eight of nine directors are independent; Washington is independent .
- Skills matrix: R&D and commercialization of technologies; medical industry; automotive; global management .
- No related person transactions reported for 2024 .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 98,205 |
| Stock Awards ($) | 135,017 |
| Total ($) | 233,222 |
2024 non-employee director program:
- Annual cash retainer: $86,000 (directors); Chair of the Board: $166,000 .
- Committee cash retainers: Audit Chair $20,000; other committee Chairs $15,000; Audit members $10,000; other committee members $7,500 .
- Annual equity retainer: $135,000, granted as restricted stock, vesting on the earlier of first anniversary or next annual meeting; 2024 grant used closing price $50.72 to determine shares; each continuing non-employee director held 2,662 unvested restricted shares at 12/31/24 .
Performance Compensation
| Award Type | Grant/Measurement | Metric | Vesting |
|---|---|---|---|
| Restricted Stock (Director Equity Retainer) | Granted at annual meeting; grant-date price $50.72 | None (time-based) | Vests on earlier of 1-year or next annual meeting; unvested shares 2,662 at 12/31/24 . |
Notes:
- Directors do not receive performance-based stock (no PSUs) or options for board service; equity is time-based restricted stock only .
- No meeting fees; perquisites not provided (expenses reimbursed) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards (last 5 years) | McKesson Corporation (2019–2021) . |
| Interlocks/conflicts | None disclosed; Board reported no related person transactions in 2024 . |
Expertise & Qualifications
- Deep technology leadership across automotive and medical sectors; cybersecurity, compliance, and risk management experience; extensive global management and public company governance exposure .
- Education: B.S., M.S., Ph.D. (Nuclear Engineering) from Texas A&M University .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 4,190 |
| Unvested restricted stock (shares) | 2,662 (standard for each continuing non-employee director at 12/31/24) |
| Right to acquire within 60 days | Not listed for Washington; table shows none |
| Shares outstanding (for context) | 30,797,129 (as of March 11, 2025) |
| Ownership guidelines (directors) | 5x base cash retainer; retain vested shares until guideline met; two directors below guideline due to joining in 2023 (expected to comply over time) . |
| Hedging/pledging | Prohibited by Securities Trading Policy . |
Insider Trades
| Disclosure | 2024 Status |
|---|---|
| Delinquent Section 16(a) reports | None noted for Kenneth Washington; proxy lists delinquencies for other insiders only . |
Governance Assessment
- Strengths:
- Independent director with deep technical expertise; chairs Technology Committee providing oversight of R&D, product technology risks (including cybersecurity) and strategic tech roadmap .
- High board attendance; fully independent committees; robust governance policies (clawback, trading, overboarding limits, majority voting effect) enhancing investor protection .
- Director compensation aligned with market; balanced cash/equity with time-based vesting; no options; equity retainer increased to better align with peers .
- No related person transactions and independence affirmed .
- Monitoring points / potential red flags:
- Ownership guideline compliance: company disclosed two directors below guideline due to joining in 2023; while not individually named, Washington joined in 2023—monitor progress to 5x retainer .
- External executive role at Medtronic: Gentherm has a medical patient temperature management business; no conflicts disclosed, but monitor for potential competitive or related-party exposure; RPT policy overseen by Audit Committee .
- Investor confidence signals:
- Say-on-pay (NEOs) received ~86% approval at 2024 meeting, reflecting support for compensation governance .
- Board composition: eight of nine independent, non-executive independent Chair; regular executive sessions; strong risk oversight structure .