Sally Crawford
About Sally Crawford
Independent director since 2022; age 71. Former Chief Operating Officer of Healthsource, Inc. (1985–1997) and healthcare consultant since 1997. Education: BA Smith College; MS Boston University. Core credentials: compensation committee leadership, healthcare operations, reimbursement/health economics, and governance experience relevant to ZimVie’s dental medtech business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthsource, Inc. | Chief Operating Officer | 1985–1997 | Led operating systems and marketing; supported strategic alliances across healthcare ecosystem |
| Independent | Healthcare Consultant | 1997–present | Advisory experience in healthcare and managed care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hologic, Inc. | Director | Until Feb 2025 | Past director; no current public boards as of 2025 |
| Abcam PLC | Director | Until Dec 2023 | Board tenure ended upon acquisition by Danaher |
| Insulet Corporation | Director | Until Dec 2021 | Past director |
Board Governance
- Committee assignments: Compensation (Chair), Audit, Corporate Governance, and Quality, Regulatory & Technology .
- Independence: Board determined all standing committee members (including Compensation and Audit) meet Nasdaq/SEC independence standards; Sally is marked independent in the proxy summary .
- Attendance and engagement: In 2024, the Board held 8 meetings; committees held 22. All directors attended at least 75% of Board/committee meetings. Executive sessions occur at each regular Board meeting; non-executive Chair presided, transitioning to Lead Independent Director on May 7, 2025 .
- Committee meeting cadence (2024): Audit (8), Compensation (6), Corporate Governance (4), Quality, Regulatory & Technology (4) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 6 |
| Audit | Member | 8 |
| Corporate Governance | Member | 4 |
| Quality, Regulatory & Technology | Member | 4 |
Fixed Compensation
- Structure: Director annual cash retainer plus committee chair premiums; paid quarterly. 2023 schedule: Director $70,000; Compensation Chair +$15,000; Audit Chair +$20,000; other committee chairs +$10,000; non-executive Board Chair +$75,000 .
- Year-over-year: Cash fees increased (consistent with chair role), equity awards modestly lower; total remained broadly stable.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $67,500 | $85,000 |
| Stock Awards ($) | $207,725 | $193,400 |
| Total ($) | $275,225 | $278,400 |
Performance Compensation
- Non-employee director pay is not performance-linked; RSUs and DSUs vest immediately but settlement is mandatorily deferred, supporting long-term alignment rather than formulaic performance metrics .
- Stock award details:
| Component | 2023 | 2024 |
|---|---|---|
| RSUs (grant date, $) | $185,000 (05-12-23) | $185,000 (05-15-24) |
| DSUs (grant date, $) | $5,225 (05-12-23) | $8,400 (05-15-24) |
| DSUs (mandatory deferral, $) | $17,500 | — (no mandatory DSU grant; min DSU level reached pre-2024) |
| Vesting/Settlement | RSUs vest immediately; settlement deferred until later of 3rd anniversary or director departure; DSUs credited to deferred account; settlement in shares (mandatory DSUs) or cash (elective DSUs) |
Other Directorships & Interlocks
| Company | Current/Past | Potential Interlock/Conflict |
|---|---|---|
| Hologic, Inc. | Past (to Feb 2025) | No ZimVie-related interlock disclosed |
| Abcam PLC | Past (to Dec 2023) | No ZimVie-related interlock disclosed |
| Insulet Corporation | Past (to Dec 2021) | No ZimVie-related interlock disclosed |
- As of 2025, Sally has no current public company boards per ZimVie’s proxy summary .
Expertise & Qualifications
- Skills matrix highlights: Human capital, investor relations, M&A/strategic planning, medical technology/healthcare, operations, other public company board experience, reimbursement/health economics, risk management, sales/marketing .
- Background supports Compensation Committee oversight and medtech governance (managed care COO experience, industry ties) .
Equity Ownership
- Beneficial ownership as of March 10, 2025: 46,383 total shares; DSUs 6,256; less than 1% of class. No shares pledged by current directors/executives .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging for directors, officers, certain employees, and related entities .
- Director ownership framework: Annual DSU grants and mandatory deferral of 50% of retainer until director holds at least 5,000 DSUs (threshold reached prior to 2024) .
| Item | Value |
|---|---|
| Total Shares Owned | 46,383 |
| Shares Acquirable in 60 Days | — |
| Deferred Share Units (settleable in shares) | 6,256 |
| Ownership % of Class | <1% |
| Pledged Shares | None pledged by directors/executives |
| Hedging/Pledging Policy | Prohibited for directors/officers |
| DSU Minimum (Policy) | 5,000 DSUs; met before 2024 |
Governance Assessment
- Strengths: Independent director with broad healthcare operating background; chairs Compensation Committee with documented independence and use of compensation consultant for risk assessment; strong attendance norms; structured executive sessions; robust anti-hedging/pledging policy; mandatory deferrals and DSU minimum enhance alignment .
- Compensation mix signals: Heavy equity via RSUs/DSUs; immediate vesting with deferred settlement aligns tenure with shareholder value without short-term performance metrics—appropriate for non-employee directors .
- Potential conflicts/red flags: None disclosed regarding related-party transactions; no pledging; no hedging permitted. Note: Related-person transactions are subject to Audit Committee review under established procedures .
- Committee effectiveness: Compensation Committee membership includes seasoned executives and medtech leaders; formal report indicates oversight of CD&A and compliance with listing standards. Meeting cadence indicates active engagement (6 meetings in 2024) .