Elizabeth S. Hanna
About Elizabeth S. Hanna
Elizabeth “Betsy” S. Hanna, age 60, is an independent Class II director of Treace Medical Concepts (TMCI) who has served since October 2021. She is President of Cyted Health, Inc. (since March 2024), holds a BS in Chemical Engineering (University of Illinois) and an MBA (Harvard Business School), and brings commercial leadership experience in diagnostics and medtech from Agendia, Clinical Genomics, Origin, and Johnson & Johnson . She is independent under Nasdaq rules, serves on the Compensation Committee and the Nominating & Corporate Governance Committee, and her current board term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agendia, Inc. | EVP & Chief Commercial Officer | Mar 2022 – Sep 2023 | Led commercial strategy in molecular diagnostics |
| Clinical Genomics, Inc. | President & CEO; previously Chief Commercial Officer | CEO: Jan 2019 – Mar 2022; CCO: Oct 2018 – Jan 2019 | Commercialization of cancer diagnostic solutions |
| Origin, Inc. | President & Chief Operating Officer | Dec 2014 – Sep 2018 | Built operating plans/teams at clinical-stage biotech |
| Johnson & Johnson (Vision Care) | Vice President, Global Strategic Marketing – Acuvue; member, Global Management Board | 2006 – Apr 2014; VP role: Oct 2012 – Apr 2014 | Global brand leadership; board-level operating experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cyted Health, Inc. (private) | President | Appointed Mar 2024 – Present | Genomic diagnostics; operating role (not a public directorship) |
| Tactile Systems Technology, Inc. (NASDAQ: TCMD) | Director | Jan 2021 – May 2023 | Audit Committee; Compliance & Reimbursement Committee |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under Nasdaq listing standards |
| Board Class/Term | Class II; term expires at 2026 annual meeting |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Compensation Chair: Lawrence W. Hamilton; NCG Chair: Deepti Jain |
| Committee Independence | Compensation and NCG Committees: 100% independent |
| Attendance (2024) | Board met 8 times; each director attended ≥75% of Board/committee meetings |
| Committee Attendance (2024) | Compensation: 5 meetings (100% attendance); NCG: 5 meetings (100% attendance) |
| Executive Sessions | Independent directors meet in regularly scheduled executive sessions |
| Board Leadership | Lead Independent Director: Richard W. Mott (since Aug 2024); CEO/Chair to be combined (John T. Treace) upon J. T. Treace Sr.’s retirement, with LID structure maintained |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Hanna) | $64,670 | Fees earned/paid in cash for 2024 |
| Board Annual Retainer | $45,000 | Effective Jan 17, 2024 |
| Committee Member Fee | $10,000 per committee | Effective Jan 17, 2024; prior to Jan 17, NCG and other committee member fees were lower (e.g., NCG $5,000) which can cause minor proration effects |
| Committee Chair Fee | $20,000 (Audit/Comp/NCG) | Effective Jan 17, 2024 (not applicable to Hanna in 2024) |
Performance Compensation
| Award Type | 2024 Grant Value (Hanna) | Vesting/Key Terms |
|---|---|---|
| Stock Awards (RSUs) | $75,002 | Annual director RSUs; vest on the earlier of first anniversary of grant or immediately before next annual meeting (2025) subject to service |
| Option Awards | $75,001 | Annual options; 10-year term; vest 1/12 monthly with final vesting by the 2025 annual meeting; exercise price = FMV on grant date |
Outstanding director equity at 12/31/2024:
- Options outstanding: 82,540 (Hanna)
- Unvested stock awards outstanding: 15,486 (Hanna)
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None disclosed for Hanna |
| Prior Public Company Boards | Tactile Systems Technology, Inc. (NASDAQ: TCMD), Director (Jan 2021–May 2023), Audit; Compliance & Reimbursement Committees |
| Compensation Committee Interlocks (TMCI, 2024) | None; no member (incl. Hanna) was an officer/employee; no Item 404 relationships; no interlocking roles by TMCI executives at other issuers |
Expertise & Qualifications
- Commercialization and operating leadership across diagnostics and medical devices; CEO and CCO track record scaling innovative therapies .
- Technical foundation in chemical engineering; MBA training; prior global brand leadership at J&J Vision Care with board-level operating exposure .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership | 103,866 shares (as of record date March 24, 2025) |
| Ownership % of Outstanding | <1% (asterisked in beneficial ownership table) |
| Included in Beneficial Ownership | 82,540 options exercisable or becoming exercisable within 60 days; 15,486 RSUs scheduled to vest within 60 days are counted per SEC rules |
| Shares Pledged/Hedged | Company prohibits hedging and pledging by directors/officers (policy) |
| Stock Ownership Guidelines | Directors: 3x Board cash retainer; compliance by 12/31/2030 (or within 5 years of appointment); as of record date, all directors are within accumulation period and in compliance timeline |
Governance Assessment
- Strengths
- Independent director with dual committee service (Compensation; Nominating & Corporate Governance) and 100% committee attendance in 2024, supporting strong engagement .
- Compensation and NCG Committees fully independent; use of an independent compensation consultant (Compensia), with independence affirmed by the committee .
- Robust governance policies: anti-hedging/pledging, director stock ownership guidelines, and a clawback policy covering Section 16 officers (alignment and risk mitigation) .
- Shareholder alignment signals: high 2024 Say‑on‑Pay support (91.78%), reflecting investor comfort with compensation oversight (relevant to Hanna’s Compensation Committee role) .
- Watch items
- CEO and Chair roles to be combined post‑2025 annual meeting; mitigated by a Lead Independent Director with defined authorities—an area for continued oversight by the NCG Committee (Hanna member) .
- Related‑party employment exists (CEO’s brother‑in‑law), with oversight routed to Audit Committee; no related‑party transactions disclosed involving Hanna personally .
- Pay/Ownership alignment
- Director pay balances cash and equity (50/50 RSUs/options in 2024) with clear vesting; Hanna’s total 2024 director compensation of $214,674 and equity holdings (beneficial ownership 103,866 shares) indicate meaningful alignment, subject to 2030 ownership guideline timeline .
No legal proceedings, Item 404 related‑party transactions, or Section 16 reporting issues were disclosed for Hanna; one late Form 4 in 2024 pertained to another officer (not Hanna) .