DEF 14A of Bioventus Inc.
Filed Apr 26, 2024 · FY20230001628280-24-018431
Proposal 2: Election of Directors
Proposal 2: Election of Directors At the Annual Meeting, if Proposal 1 is approved, three Class III directors will be elected to serve until the 2025 Annual Meeting, and if Proposal 1 is not approved, the three Class III directors will be elected to serve until the 2027 Annual Meeting, and in either case, until their respective successors have been duly elected and qualified or until each such director’s earlier death, resignation or removal. As set forth in our Charter and Bylaws, prior to the approval of Proposal 1, the Board is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the directors (or their respective successors) whose terms are then expiring are elected to serve a three year term. The current class structure is as follows (prior to the approval of Proposal 1): •Class I, consisting of Michelle McMurry-Heath, Guido J. Neels, and Guy P. Nohra, whose term will expire at the 2025 Annual Meeting and whose subsequent term would expire at the 2028 annual meeting of stockholders (the "2028 Annual Meeting"); •Class II, consisting of John A. Bartholdson, Patrick J. Beyer, William A. Hawkins, Mary Kay Ladone, and Susan M. Stalnecker, whose current term would expire at the 2026 Annual Meeting and whose subsequent term would expire at the 2029 annual meeting of stockholders (the "2029 Annual Meeting"); and •Class III, consisting of Robert E. Claypoole, Philip G. Cowdy and Martin P. Sutter whose current term expires at the Annual Meeting and whose subsequent term would expire at the 2027 Annual Meeting. Our Board has nominated all of the current Class III directors for re-election at the Annual Meeting. If Proposal 1 is approved, beginning with the Annual Meeting, the directors whose terms are expiring will be elected for one-year terms. If Proposal 1 is not approved, the directors whose terms are expiring will continue to be elected for three-year terms as set forth above. In connection with the initial public offering of our Class A common stock in February 2021 (the “IPO”), we entered into a Stockholders Agreement with certain stockholders of the Company (the “Stockholders Agreement”) and our subsidiary, Bioventus LLC (“BV LLC”). Under the Stockholders Agreement, the Essex Stockholders (as defined in the Stockholders Agreement) have designated Messrs. Neels (Class I), Hawkins (Class II) and Sutter (Class III) and the S+N Stockholders (as defined in the Stockholders Agreement) have designated Mr. Cowdy (Class III) for election to the Board. As a result of the Stockholders Agreement and the aggregate voting power of the parties to the agreement, we expect that the parties to the agreement will significantly influence the election of directors. For more information, see “Certain Relationships and Related Person Transactions—Stockholders Agreement.” In the event that any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The Board unanimously recommends a vote FOR the election of the below Class III director nominees.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING) The current members of the Board who are Class III directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Bioventus | | Robert E. Claypoole | 52 | 2024 | President, Chief Executive Officer and Director | | Philip G. Cowdy | 57 | 2020 | Director | | Martin P. Sutter | 68 | 2020 | Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III director are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Robert E. Claypoole | | 52 | Professional Highlights | | President, Chief Executive Officer and Director Since | Robert E. Claypoole has served as our President and Chief Executive Officer and as a member of the Board since January 2024. Mr. Claypoole joined Bioventus from Mölnlycke Health Care (“Mölnlycke”), a world-leading medical products and solutions company, where he served as Executive Vice President of Wound Care since July 2021. In this role, Mr. Claypoole had full responsibility for a $1.2 billion business. Before that, Mr. Claypoole served in several leadership positions with Mölnlycke from March 2017 to July 2021, including Executive Vice President and President, US for Mölnlycke and as an Officer of Mölnlycke Health Care US, LLC and Mölnlycke Manufacturing US, LLC. Prior to joining Mölnlycke in 2017, Mr. Claypoole served in various leadership roles at Medtronic Ltd. (now Medtronic plc (NYSE: MDT)), a global healthcare technology company, and Covidien, before it was acquired by Medtronic. Mr. Claypoole was Global Vice President & General Manager, Obesity & Metabolic Health (April 2016 to March 2017) and Global Vice President & General Manager of the Soft Tissue Repair & Hemostats business (December 2012 to April 2016). Before that, he was the Vice President, Executive Operations after serving as Vice President, Global Marketing while located in Trevoux, France. Prior to his time in France, Mr. Claypoole was the Vice President, US Marketing for the company’s Endomechanical & Intelligent Device business. Before joining Covidien in 2007, Mr. Claypoole held various marketing roles with increasing responsibility at Johnson & Johnson’s ("J&J") Vision Care division. Mr. Claypoole previously served on the board of directors of ZetrOz Inc. (January 2014 to January 2016) and the Association of periOperative Registered Nurses (December 2017 to December 2020). Mr. Claypoole received his Bachelor of Arts and his Master of Business Administration from Cornell University. Other Relevant Experience We believe Mr. Claypoole is well-qualified to serve on the Board because of the breadth of his experience across multiple global medical device markets and his extensive expertise in accelerating innovation, driving operational excellence, enhancing go-to-market strategies, and driving commercial execution and organizational effectiveness. | | 2024 | | | Committee Memberships | | | N/A | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Philip G. Cowdy | | 57 | Professional Highlights | | Director Since | Philip G. Cowdy has served as a member of the Board since September 2020. Mr. Cowdy has served as the Chief Business Development and Corporate Affairs Officer for Smith & Nephew plc, a medical equipment manufacturing company, since 2018. Since joining Smith & Nephew plc in June 2008, he has also served as Executive Vice President of Business Development and Corporate Affairs, Head of Corporate Affairs and Strategic Planning, Group Director of Corporate Affairs and Director of Investor Relations. Prior to joining Smith & Nephew plc, Mr. Cowdy served as a Senior Director at Deutsche Bank for 13 years, providing corporate finance and equity capital markets advice to a variety of UK-based companies. Mr. Cowdy served as a member of the board of managers of BV LLC from January 2012 to October 2017 and again from July 2018 until the time of our IPO, and has served as a member of its audit, compliance and quality committee. Mr. Cowdy received his Bachelor of Science in Natural Sciences from Durham University (UK) and is a qualified chartered accountant. Other Relevant Experience We believe Mr. Cowdy is well-qualified to serve on the Board because of his experience in the industry, his finance experience, and his knowledge of the Company. | | 2020 | | | Committee Memberships | | | •Nominating and Corporate Governance | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Martin P. Sutter | | 68 | Professional Highlights | | Director Since | Martin P. Sutter has served as a member of our Board since September 2020. Mr. Sutter is one of the two founding Managing Directors of EW Healthcare Partners (previously known as Essex Woodlands), one of the oldest and largest life sciences and healthcare focused growth equity and venture capital firms, which he formed in 1985. Mr. Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital. Mr. Sutter served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Sutter also currently serves on the board of directors of MiMedx Group, Inc., a publicly traded regenerative medicine life sciences company, and Prolacta Biosciences, Inc., a privately held life sciences company. Mr. Sutter has also previously served on the board of directors of Abiomed, Inc., Tissue Tech, Inc. and Suneva Medical, Inc. Mr. Sutter currently serves on the compensation and nominating and governance committees of MiMedx Group, Inc. and Prolacta Biosciences, Inc. and previously served on the compensation and nominating and governance committee of Abiomed, Inc. Mr. Sutter holds a Master of Business Administration from the University of Houston and received his Bachelor of Science from Louisiana State University. Other Relevant Experience We believe Mr. Sutter is well-qualified to serve on the Board because of his extensive experience in the life sciences industry, his investment experience, and his service as a director of other life sciences companies. | | 2020 | | | Committee Memberships | | | •Nominating and Corporate Governance (Chairperson) | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
CONTINUING MEMBERS OF THE BOARD: The current members of the Board who are Class II directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Bioventus | | John A. Bartholdson | 53 | 2023 | Director | | Patrick J. Beyer | 58 | 2021 | Director | | William A. Hawkins | 70 | 2020 | Chairperson | | Mary Kay Ladone | 57 | 2021 | Director | | Susan M. Stalnecker | 71 | 2020 | Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class II director are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | John A. Bartholdson | | 53 | Professional Highlights | | Director Since | John A. Bartholdson has served as a member of the Board since January 2023. Mr. Bartholdson is the co-founder and has been a Partner of Juniper Investment Company, a private investment management firm that invests in publicly traded and private companies through concentrated ownership positions, since its inception in 2007. Mr. Bartholdson has 25 years of experience leading and overseeing private and public equity investments. His experience includes extensive management oversight, service on multiple public and private company boards, and deep transactional expertise. Mr. Bartholdson presently serves as the Chairman of the board of directors of Theragenics Corporation, a medical device company serving the surgical products and prostate cancer treatment markets. From 2019, he has been a member of the board of directors of Lincoln Educational Services Corporation, a public company and a leading provider of career education and training services, and presently serves on its compensation, audit and nominating and corporate governance committees. Previously, he served as a member of the board of directors of Obagi Medical Products, Inc., a public specialty pharmaceutical company, until its acquisition by Valeant Pharmaceuticals in 2013. In addition, Mr. Bartholdson has previously served on the board of directors of numerous private companies. Mr. Bartholdson was a Partner of Stonington Partners, where he worked from 1997 to 2011. Prior to that, he was an analyst at Merrill Lynch Capital Partners from 1992 to 1994. Mr. Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from Stanford Graduate School of Business. Other Relevant Experience Mr. Bartholdson was selected to serve on the Board because of his professional investor perspective on stockholder and related matters and his significant governance, finance, capital markets and transactional experience on multiple public and private company boards. | | 2023 | | | Committee Memberships | | | •Compensation (Chairperson) | | | •Compliance, Ethics and Culture | | | | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Patrick J. Beyer | | 57 | Professional Highlights | | Director Since | Patrick J. Beyer has served as a member of the Board since October 2021. Mr. Beyer is the President of International and Global Orthopedics for ConMed Corporation, a publicly held medical technology company, a position in which he has served since October 2020. He previously served as President of ConMed International from December 2014 to October 2020. Prior to joining ConMed, Mr. Beyer served as Chief Executive Officer of ICNet, a privately held infectious control software company from 2010 to 2014 when the company was sold. Prior to this, he spent 21 years at Stryker Corporation where he led Stryker Europe from 2005 to 2009; Stryker UK, South Africa and Ireland from 2002 to 2005 and Stryker Medical from 1999 to 2002. Mr. Beyer previously served on the board of directors of Misonix, Inc. from May 2021 to October 2021, where he was a member of its audit committee. Mr. Beyer graduated from Kalamazoo College with a Bachelor of Arts in Economics, Western Michigan University with a Master of Business Administration in Finance and Harvard Business School’s Advanced Management Program. Other Relevant Experience Mr. Beyer was selected to serve on the Board because of his extensive experience in international healthcare markets, his previous service as a chief executive officer and his broad business and public company experience. | | 2021 | | | Committee Memberships | | | •Audit and Risk | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | William A. Hawkins | | 70 | Professional Highlights | | Director Since | William A. Hawkins has served as a member of our Board since September 2020 and as Chairperson of our Board since September 2020. Mr. Hawkins is a Senior Advisor to EW Healthcare Partners, a leading growth equity firm investing in life sciences. From October 2011 to July 2015, Mr. Hawkins served as President and Chief Executive Officer of Immucor, Inc., a leading provider of transfusion and transplantation diagnostic products worldwide. Prior to that, Mr. Hawkins served in positions of increasing responsibility at Medtronic, Inc., a prominent medical technology company, from January 2001 to June 2011, most recently serving as its Chief Executive Officer from November 2007 to June 2011. Mr. Hawkins served as President and Chief Executive Officer of Novoste Corporation, a global leader in the field of vascular brachytherapy, from 1988 to 2001 and has also held several senior leadership positions at American Home Products (now known as Wyeth, LLC), J&J, Guidant Corp. and Eli Lilly and Co. Mr. Hawkins served as a member of the board of managers of BV LLC from January 2016 until the time of our IPO. Mr. Hawkins also currently serves on the board of directors of Biogen Inc. and MiMedx Group Inc., each a public biopharmaceutical company; and Baebies, Inc., Cirtec Medical Corp., Enterra Medical and Virtue Labs, LLC, each a privately-held life science company. Mr. Hawkins serves on the compensation committee of Biogen and chairs the ethics and compliance committee of MiMedx. Mr. Hawkins previously served on the Board of Directors of Avanos Medical, Inc. from 2015 to April 2021 and Immunor, Inc. from 2015 to 2021. Mr. Hawkins served on the Duke University Board of Trustees from 2011 to 2023, where he held the position of Vice Chairman, and was recently appointed Duke University Trustee Emeritus. Mr. Hawkins also previously served as the Chair of the Duke University Health System board of directors. He is currently a member of the board of directors of the North Carolina Biotechnology Center and the Focused Ultrasound Foundation Society. Mr. Hawkins holds a Master of Business Administration from the University of Virginia Darden School of Business and received a Bachelor of Science in electrical and biomedical engineering from Duke University. Other Relevant Experience Mr. Hawkins was selected to serve on the Board because of his experience in and knowledge of the life science industry from a commercial, operational and financial perspective, including his experience as a chief executive officer of a prominent publicly traded company in the medical device industry. | | 2020 | | | Committee Memberships | | | •Nominating and Corporate Governance | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Mary Kay Ladone | | 57 | Professional Highlights | | Director Since | Mary Kay Ladone has served as a member of the Board since July 2021. Ms. Ladone served as Senior Vice President, Corporate Development, Strategy and Investor Relations, of Hill-Rom Holdings, Inc. (“Hill-Rom”), a medical technology provider, from December 2018 to December 2021. Ms. Ladone previously served as Hill-Rom’s Vice President, Investor Relations, July 2016 to December 2018. Ms. Ladone served as Senior Vice President, Investor Relations, of Baxalta Inc. from 2015 to 2016 before joining Hill-Rom. Prior to Baxalta Inc., Ms. Ladone served in a variety of senior finance, business development and investor relations roles for Baxter International, Inc. Since March 2022, Ms. Ladone has also served on the board of directors of Inogen Inc., a publicly traded supplemental oxygen therapies provider, where she is a member of the audit and compensation committees. Ms. Ladone also serves on the board of directors of Kestra Medical Technologies, Inc., a privately held wearable medical device and digital healthcare company, where she has been the chair of the audit committee since September 2022. Ms. Ladone holds a Bachelor of Arts in Finance and Economics from the University of Notre Dame. Other Relevant Experience Ms. Ladone was selected to serve on the Board due to her significant finance and investor relations, talent management and M&A experience at large healthcare companies. | | 2021 | | | Committee Memberships | | | •Audit and Risk | | | •Compensation | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Susan Stalnecker | | 71 | Professional Highlights | | Director Since | Susan M. Stalnecker has served as a member of the Board since September 2020. Ms. Stalnecker has been a Senior Advisor at Boston Consulting Group, a global management consulting firm, since March 2016. Ms. Stalnecker served as Vice President of E.I. duPont de Nemours and Co. (now known as DuPont de Nemours, Inc., or DuPont), a diversified science and innovations public company and leader in the fields of healthcare, electronics and transportation, from December 1976 until she retired in 2016. During her nearly 40-year career at DuPont, Ms. Stalnecker served in several senior leadership roles including Vice President, Treasurer & M&A; Vice President, Risk Management; Vice President, Government and Consumer Markets; and Vice President, Productivity & Shared Services. Ms. Stalnecker served as a member of the board of managers of BV LLC from November 2018 until the time of our IPO. Ms. Stalnecker also currently serves on the board of directors of Leidos Holding, Inc. and Optimum Funds McQuairie. She also serves on the audit & finance committee of Leidos Inc. and the audit committee of Optimum Funds McQuairie. From 2009 to 2023, Ms. Stalnecker served on the Board of Trustees of the Duke Health System, where she was a member of the compliance, audit and finance committees. Ms. Stalnecker holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and received her Bachelor of Arts from Duke University. Other Relevant Experience Ms. Stalnecker was selected to serve on the Board because of her extensive experience as a financial expert, her investment experience, and her service as a director of other public companies. | | 2020 | | | Committee Memberships | | | •Audit and Risk (Chairperson) | | | •Compliance, Ethics and Culture | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The current members of the Board who are Class I directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Bioventus | | Michelle McMurry-Heath | 54 | 2022 | Director | | Guido J. Neels | 75 | 2020 | Director | | Guy P. Nohra | 63 | 2020 | Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class I director are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Michelle McMurry-Heath | | 54 | Professional Highlights | | Director Since | Michelle McMurry-Heath MD, PhD has served as a member of the Board since January 2022. Dr. McMurry-Heath served as President and Chief Operating Officer of the Biotechnology Innovation Organization, a membership and advocacy organization focused on improving biotech research and applying biotech innovations to major healthcare challenges, from 2020 to 2022. Dr. McMurry-Heath was previously with J&J from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies, and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences. Prior to her time at J&J, Dr. McMurry-Heath was a key science policy leader in government, conducting a comprehensive analysis of the National Science Foundation's policies, programs and personnel. President Obama then named her associate science director of the FDA's Center for Devices and Radiological Health where she served from 2010 to 2014. From 2005 to 2010, Dr. McMurry-Heath was Director of the Health, Biomedical Science and Society Policy Program at the Aspen Institute. Dr. McMurry-Heath began her career as a Senior Policy Advisor for Senator Joseph Lieberman for Health, Social, and Biomedical Innovation Policy from 2001 to 2004. She later served as a Robert Wood Johnson Health and Society Scholar at the University of California, San Francisco and Berkeley from 2004 to 2005 and a Macarthur Fellow, Global Health for the Council on Foreign Relations from 2004 to 2006. Dr. McMurry-Heath also serves on the board of directors at publicly traded PerkinElmer, where she is a member of the audit committee. Dr. McMurry-Heath received her M.D./Ph.D. in Immunology from Duke University's Medical Scientist Training Program, becoming the first African American to graduate from the prestigious program and her AB in Biochemistry from Harvard University. Other Relevant Experience Dr. McMurry-Heath was selected to serve on the Board because of her significant policy, regulatory, commercial health care and advocacy experience. | | 2022 | | | Committee Memberships | | | •Compliance, Ethics and Culture (Chairperson) | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Guido J. Neels | | 75 | Professional Highlights | | | Guido J. Neels has served as a member of our Board since September 2020. Mr. Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he has served as Operating Partner since 2013. Prior to joining EW Healthcare Partners, Mr. Neels served in a variety of management positions at Guidant Corporation, a developer of cardiovascular medical products. From July 2004 until retiring in November 2005, Mr. Neels served as Guidant’s Chief Operating Officer, where he was responsible for the global operations of Guidant’s four operating units: Cardiac Rhythm Management, Vascular Intervention, Cardiac Surgery and Endovascular Solutions. From December 2002 to July 2004, Mr. Neels served as Guidant’s Group Chairman, Office of the President, responsible for worldwide sales operations, corporate communications, corporate marketing, investor relations and government relations. In January 2000, Mr. Neels was named Guidant’s President, Europe, Middle East, Africa and Canada. In addition, Mr. Neels served as Guidant’s Vice President, Global Marketing, Vascular Intervention, from 1996 to 2000 and as Guidant’s General Manager, Germany and Central Europe, from 1994 to 1996. Mr. Neels served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Neels also currently serves on the board of directors of Axogen, Inc. and is a member of its compensation committee. Mr. Neels previously served on the board of directors of Endologix, Inc. from December 2010 to June 2019 and on the board of directors of Entellus Medical from November 2009 to February 2018, each of which is a public company. Mr. Neels holds a Master of Business Administration from the Stanford University Graduate School of Business and received his Business Engineering degree from the University of Leuven in Belgium. Other Relevant Experience Mr. Neels was selected to serve on the Board because of his experience in the industry, familiarity with serving on the boards of public companies and his knowledge of our business. | | Director Since | | | 2020 | | | Committee Memberships | | | •Compensation | |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Age | Guy P. Nohra | | 63 | Professional Highlights | | | Guy P. Nohra has served as a member of the Board since September 2020. In March 1996, Mr. Nohra co-founded Alta Partners, a life sciences venture capital firm, and he has since been involved in the funding and development of numerous medical technology and life sciences companies. Mr. Nohra served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO. Mr. Nohra currently serves as a member of the board of directors of Spiral Therapeutics, Inc., a private life sciences company. He also previously served on the board of directors of various public companies, including ATS Medical, Inc., Cutera, Inc., AcelRx Pharmaceuticals, Inc., and ZS Pharma, as well as several private companies, including Bionure, Inc., Sanifit Therapeutics S.A., Carbylan Biosurgery, Inc., Cerenis Therapeutics, Coapt Systems, Paracor Medical, Inc. and PneumRx. Mr. Nohra holds a Master in Business Administration from the University of Chicago and received his Bachelor of Arts in History from Stanford University. Other Relevant Experience Mr. Nohra was selected to serve on the Board because of his extensive experience in the life sciences industry, his investment and development experience, and his service as a director of other life sciences companies. | | Director Since | | | 2020 | | | Committee Memberships | | | •Nominating and Corporate Governance | |
Executive Compensation
| Name and Principal Position | Year | Salary ($)(1) | Bonus(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Anthony Bihl, III | 2023 | $559,649 | $74 | $88,160 | $91,080 | $850,508 | $24,637(5) | $1,614,108 | | Former Interim Chief Executive Officer | | | | | | | | | | Kenneth M. Reali | 2023 | 193,151 | 548,808 | — | — | — | 578,013(5) | 1,319,972 | | Former Chief Executive Officer | 2022 | 737,397 | — | 1,454,406 | 2,181,133 | — | 22,297(6) | 4,395,233 | | Mark Singleton | 2023 | 452,438 | 82,013 | 253,140 | 65,048 | 184,001 | 21,593(5) | 1,058,233 | | Senior Vice President & | 2022 | 336,932 | — | 990,105 | 1,124,928 | — | 10,488(6) | 2,462,453 | | Chief Financial Officer | | | | | | | | | | Anthony D'Adamio | 2023 | 434,700 | 98,977 | 169,519 | 49,624 | 151,276 | 20,422(5) | 924,518 | | Senior Vice President & | | | | | | | | | | General Counsel | | | | | | | | |
Executive Compensation
| Name | Stock Awards ($)(1) | | Fees Earned or Paid in Cash ($)(2) | | Total ($) | | | William A. Hawkins | | 85,728 | | 113,750 | | 199,478 | | Susan M. Stalnecker | 85,728 | | 80,000 | | 165,728 | | | Michelle McMurry-Heath | 85,728 | | 71,250 | | 156,978 | | | Guy P. Nohra | 85,728 | | 67,500 | | 153,228 | | | Mary Kay Ladone | 85,728 | | 72,500 | | 158,228 | | | Patrick Beyer | 85,728 | | 65,000 | | 150,728 | | | Martin P. Sutter | 85,728 | | 65,000 | | 150,728 | | | Guido J. Neels | 85,728 | | 62,500 | | 148,228 | | | John Bartholdson | 152,773 | | 58,931 | | 211,704 | | | Philip Cowdy(3) | — | | — | | — | |