Gary P. Fischetti
About Gary P. Fischetti
Independent Class III director of Anika Therapeutics since April 2023; age 64. Serves on the Compensation Committee and the Capital Allocation Committee. Career spans 35 years at Johnson & Johnson, including Company Group Chairman roles across North American Medical Devices, DePuy Synthes North America, DePuy Orthopaedics, and Worldwide President of DePuy Spine. Holds an M.B.A. from Rutgers University and a B.S.B.A. in Finance from Villanova University. Prior public company board service includes Conformis (NASDAQ: CFMS) through its sale to Restor3d in September 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Company Group Chairman – North American Medical Devices | May 2015–Jan 2018 | Led strategic planning, product/business development, commercial operations with full P&L responsibility |
| Johnson & Johnson | Company Group Chairman – DePuy Synthes North America | Jan 2014–Jun 2015 | Oversaw sales/marketing initiatives and global responsibilities |
| Johnson & Johnson | Company Group Chairman – DePuy Orthopaedic | Feb 2011–May 2015 | Executive leadership for medical device businesses/divisions |
| Johnson & Johnson | Worldwide President – DePuy Spine | 2005–2011 | Global medical device development/commercialization leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conformis (NASDAQ: CFMS) | Director | May 2022–Sep 2023 (acquired by Restor3d) | Public company governance experience; committees not disclosed |
Board Governance
- Committee assignments: Compensation Committee member; Capital Allocation Committee member; not designated an Audit Committee financial expert. Independent under SEC/NASDAQ rules.
- Board independence: 8 of 9 continuing directors/nominees are independent; Board annually reviews independence per NASDAQ standards and internal categorical standards.
- Attendance and engagement:
- Board met 16 times in 2024; each director attended ≥75% of meetings during their term.
- Compensation Committee held 6 meetings in 2024; each member attended ≥75%; executive sessions of non-employee directors held regularly.
- Capital Allocation Committee held 2 meetings in 2024; each member attended all meetings.
- Board leadership: Independent Chair (John B. Henneman, III) since Feb 2024; separation of Chair/CEO roles emphasizes independent oversight.
- Hedging/pledging policy: Directors prohibited from hedging or pledging Anika securities; rare pledging exception requires CFO approval and conditions.
- Related-party transactions: None reportable from Jan 1, 2024 through Apr 21, 2025; conflicts managed under formal policy with Audit Committee oversight.
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Board Chair retainer (cash) | $87,500 | Applies to independent Chair |
| Non-Chair director retainer (cash) | $50,000 | Annual cash retainer |
| Audit Committee chair retainer | $20,000 | — |
| Audit Committee member retainer | $10,000 | — |
| Capital Allocation Committee chair retainer | $10,000 | — |
| Capital Allocation Committee member retainer | $5,000 | — |
| Compensation Committee chair retainer | $15,000 | — |
| Compensation Committee member retainer | $7,500 | — |
| Governance & Nominating chair retainer | $10,000 | — |
| Governance & Nominating member retainer | $5,000 | — |
| Director | Fees Earned in Cash (2024) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Gary P. Fischetti | $65,250 | $149,988 (RSUs) | $215,238 |
- Director compensation policy: Annual review with input from independent compensation consultant; mix of cash retainer and annual equity grants; no meeting fees disclosed.
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Jul 9, 2024 | Restricted Stock Units | 5,771 | $149,988 | One installment on the earlier of immediately prior to 2025 Annual Meeting or one year from grant | Annual grant; equity reduced by Board from $175,000 to $150,000 for 2024 |
- Options: No director held outstanding option awards as of Dec 31, 2024.
- Plan features and change-of-control terms (Sixth Amended Plan):
- Minimum vesting: Equity awards generally cannot vest earlier than one year after grant (limited exceptions).
- No single-trigger acceleration; Administrator may accelerate, assume/substitute, or cash out awards upon a change in control, subject to plan limits.
- Non-employee director annual award value caps: $500,000 for Chair; $425,000 for other directors; initial appointment awards excluded from cap.
- No repricing/substitution of options/SARs without shareholder approval; max term 10 years; no discounted options/SARs; no dividends on unvested awards/options/SARs.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Conformis (NASDAQ: CFMS) | Director (May 2022–Sep 2023) | None disclosed with Anika |
| Compensation Committee interlocks | — | None between Anika and other entities; committee members (including Fischetti) are independent and not current/former Anika officers. |
Expertise & Qualifications
- Extensive medical devices leadership across orthopedics and spine; commercialization/marketing, M&A/business development, R&D/innovation, financial oversight/accounting, regulatory, international/global business experience; full P&L responsibility over multiple divisions.
- Public company governance experience via Conformis board service.
Equity Ownership
| Holder | Beneficial Ownership (shs) | % of Outstanding | Notes |
|---|---|---|---|
| Gary P. Fischetti | Includes 5,771 RSUs vesting within 60 days of Apr 21, 2025 | <1% | Total shares not itemized in proxy excerpt; table indicates less than 1% beneficial ownership. |
- Director stock ownership guidelines: Minimum holding equal to 3x annual Board retainer for non-Chair directors; 3-year compliance horizon for directors; as of Dec 31, 2024 each director met requirement or was within phase-in period.
- Hedging/pledging: Prohibited for directors; rare pledging exceptions require CFO approval; short sales/derivatives prohibited.
Governance Assessment
- Board effectiveness: Fischetti contributes deep medtech operating experience on Compensation and Capital Allocation committees; independent status confirmed; not designated an audit financial expert (neutral for his committee roles).
- Engagement and attendance: Committee and board attendance thresholds met; Capital Allocation Committee attendance was 100% in 2024; Compensation Committee and Board ≥75%.
- Pay alignment signals: Board reduced annual director equity grant value from $175k to $150k for 2024, indicating responsiveness to shareholder expectations around director pay levels.
- Risk/Conflict controls: No compensation committee interlocks; no related-party transactions reported; robust insider trading, hedging/pledging prohibitions; majority voting policy adds accountability (resignation required if “AGAINST” exceeds “FOR” in uncontested elections).
- Shareholder feedback: 2024 Say-on-Pay received strong support (For: 11,020,273; Against: 129,717; Abstain: 6,748; Broker non-votes: 1,230,326).
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, option repricing, hedging/pledging, or committee interlocks.