John B. Henneman, III
About John B. Henneman, III
Independent Chair of the Board at Anika Therapeutics, Inc. (ANIK); age 63; director since September 2020 and appointed Independent Chair in February 2024 . Background spans CFO, General Counsel, and Chief Administrative Officer roles across medical technology and biotech, with a J.D. from the University of Michigan Law School and an A.B. in Politics from Princeton University . Known for financial oversight, M&A execution, governance expertise, and human capital/regulatory leadership, including leading or executing 40+ acquisitions/alliances and raising over $1B in financing at Integra LifeSciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewLink Genetics Corporation | EVP & CFO; later Chief Administrative Officer | CFO: Oct 2014–Jul 2018; CAO: Jul 2018–Nov 2018 | Oversaw finance; transitioned to CAO before retirement |
| Integra LifeSciences Holdings Corp. | CFO; earlier General Counsel & Chief Administrative Officer | Various roles 1998–2014; CFO: 2007–2014 | Led/executed 40+ acquisitions/alliances; raised >$1B debt/equity; oversight of finance, regulatory affairs, HR at times |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aprea Therapeutics Inc. (NASDAQ: APRE) | Director | Aug 2019–present | Biotech governance; oncology focus |
| Orthofix Medical, Inc. (NASDAQ: OFIX) | Director | Jan 2023–present | Global spine/orthopedics; potential sector interlock with ANIK’s orthopedics focus |
| R1 RCM, Inc. (NASDAQ: RCM; privatized Nov 2024) | Director; Lead Independent Director | Director: Feb 2016–Nov 2024; Lead Independent: Feb 2022–Nov 2024 | Lead oversight through privatization |
| SeaSpine Holdings Corporation (NASDAQ: SPNE; merged into OFIX Jan 2023) | Director | Jul 2015–Jan 2023 | Orthopedic surgical solutions; integration into OFIX |
Board Governance
- Roles: Independent Chair of the Board since February 2024; separation from CEO enhances oversight and independence .
- Committee assignments: Capital Allocation Committee member; Governance & Nominating Committee member .
- Independence: Board determined all non-employee directors (including Henneman) are independent under NASDAQ/SEC standards .
- Attendance & engagement: Board met 16 times in 2024; each director attended ≥75% of Board meetings during their term . Audit (5 mtgs), Capital Allocation (2), and Governance & Nominating (2) reported full attendance by members while serving; Compensation (6) had ≥75% attendance by members .
- Governance practices: Majority voting policy with mandatory resignation offer if “AGAINST” votes exceed “FOR” in uncontested elections . Independent directors meet in executive session without management .
- Policies: Hedging/pledging prohibited; all directors in compliance; no material related-party transactions with directors; standing committees 100% independent .
Fixed Compensation
| Compensation Element | 2024 Amount | Notes |
|---|---|---|
| Board Chair Retainer (cash) | $87,500 | Annual retainer for the Chair |
| Other Directors Retainer (cash) | $50,000 | Annual retainer for non-Chair directors |
| Committee Chair Retainers (cash) | Audit: $20,000; Compensation: $15,000; Governance: $10,000; Capital Allocation: $10,000 | Annual chair fees |
| Committee Member Retainers (cash) | Audit: $10,000; Compensation: $7,500; Governance: $5,000; Capital Allocation: $5,000 | Annual member fees |
| Henneman 2024 Cash Fees Earned | $102,654 | Reflects Chair role and committee service in 2024 |
Performance Compensation
| Equity Element | Grant Detail | Vesting | Value |
|---|---|---|---|
| Annual RSU grant to non-employee directors (including Henneman) | 5,771 RSUs granted July 9, 2024 | Vests on the earlier of immediately prior to the 2025 Annual Meeting or one year from grant | $149,988 grant-date value (based on $25.99/share) |
| Director equity policy change | Annual equity reduced from $175,000 to $150,000 in 2024 | Ongoing policy | — |
| Plan limits for director awards | Chair max $500,000; other directors $425,000 (inclusive of cash + equity) per calendar year; initial election awards excluded from limit | Plan-level control | — |
| Options outstanding (directors) | None held by directors as of Dec 31, 2024 | — | — |
Shareholder-friendly plan features: no repricing/substitution without shareholder approval; minimum one-year vesting (limited exceptions); no single-trigger vesting on change in control; no dividends on unvested awards; independent Compensation Committee oversight .
Other Directorships & Interlocks
- Sector interlocks: Orthofix (spine/orthopedics) overlaps with ANIK’s early-intervention orthopedics/regenerative focus—monitor for information flow; no related-party transactions disclosed for 2024–Apr 21, 2025 .
- Overboarding: ANIK guidelines cap non-CEO directors at five public boards; audit committee service capped at four audit committees. Directors must notify before joining other boards; all directors comply with guidelines . Henneman’s current board count appears within limits .
Expertise & Qualifications
- Financial oversight/accounting; M&A/business development; medical devices/pharma; governance/corporate responsibility; human capital; regulatory; international experience .
- Education: J.D. (University of Michigan Law School); A.B. in Politics (Princeton University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 1% of outstanding shares (asterisk); includes 5,771 RSUs vesting within 60 days of April 21, 2025 . |
| Stock ownership guidelines (directors) | Minimum holding equal to 3x annual Board retainer; compliance reviewed annually; all directors met or are within phase-in period as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited for employees/directors; all directors in compliance . |
| Section 16 filings | Company reports no late filings for directors; one late filing related to an executive due to third-party technical issue (Nunes), not Henneman . |
Governance Assessment
- Board effectiveness: Independent Chair structure, robust committee coverage, and regular executive sessions support strong oversight and independence—positive signal for investor confidence .
- Engagement: Documented attendance thresholds achieved; committee-level attendance strong (full attendance in Audit, Capital Allocation, Governance)—supports active oversight .
- Alignment & incentives: Director equity delivered via RSUs with one-year vesting tied to annual meeting; 2024 reduction in director equity value (from $175k to $150k) suggests cost discipline without compromising alignment .
- Conflicts & related-party exposure: No reportable related-party transactions; compliance with hedging/pledging prohibitions; plan prohibits repricing—low governance red flags .
- Risk indicators: Multi-board service in adjacent industry (Orthofix) warrants monitoring for potential interlocks but remains within ANIK overboarding guidelines; no disclosed conflicts .
- Shareholder sentiment: Say-on-pay approval ~89% in 2024 indicates broad investor support for compensation practices, indirectly reinforcing governance credibility .
Director Compensation (2024 Summary)
| Name | Fees earned in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| John B. Henneman, III | 102,654 | 149,988 | 252,642 |
Committee Assignments (as of April 21, 2025)
| Committee | Role | Notes |
|---|---|---|
| Governance & Nominating | Member | Oversees Board/committee composition, evaluations, succession, and governance policies |
| Capital Allocation | Member | Reviews capital structure, financing plans, and capital return/investment priorities |
| Chair of the Board | Chair | Independent Chair since Feb 2024; separate from CEO |
Attendance Snapshot (2024)
| Body | Meetings | Attendance |
|---|---|---|
| Board of Directors | 16 | Each director attended ≥75% of meetings during their term |
| Audit Committee | 5 | Each member attended all meetings while serving |
| Capital Allocation Committee | 2 | Each member attended all meetings while serving |
| Compensation Committee | 6 | Each member attended ≥75% while serving |
| Governance & Nominating Committee | 2 | Each member attended all meetings while serving |
RED FLAGS to Monitor
- Sector interlock: Orthofix board service alongside ANIK’s orthopedics/regenerative strategy—ensure no conflicts or information asymmetry; no related-party transactions disclosed to date .
- Overboarding risk: Track cumulative public board commitments against ANIK’s limits; currently appears compliant .
- Equity concentration/pledging: None disclosed; policy prohibits pledging/hedging and directors are in compliance .
Overall signal: Strong independence, disciplined director compensation, and high engagement with minimal conflicts disclosed—constructive governance profile for equity holders .