Joseph H. Capper
Director at ANIK
Board
About Joseph H. Capper
Joseph H. Capper, age 61, joined Anika’s Board in May 2024 and is classified as an independent director under NASDAQ and SEC standards. He currently serves on Anika’s Capital Allocation and Compensation Committees; he is not a committee chair. Capper holds an MBA in International Finance from George Washington University and a BS in Accounting from West Chester University. Professionally, he is CEO and a board member of MiMedx Group, Inc. (NASDAQ: MDXG) since January 2024, and previously led BioTelemetry, Home Diagnostics, and CCS Medical, with earlier roles at Bayer AG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioTelemetry, Inc. (NASDAQ: BEAT) | President & CEO; Director | Jun 2010 – Feb 2021 | Led sale to Royal Philips in Feb 2021 |
| Home Diagnostics | President & CEO | 2008 – 2010 | Led diabetes diagnostics operations |
| CCS Medical | President & CEO | 2003 – 2008 | Led medical supplies distribution |
| Bayer AG | Various offices | 1994 – 2003 | Global brand, marketing, sales, product development, operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MiMedx Group, Inc. (NASDAQ: MDXG) | Chief Executive Officer; Board member | Jan 2024 – Present | Public company CEO and director |
| Neuronetics, Inc. (NASDAQ: STIM) | Director (prior) | Jan 2023 – May 2024 | Prior public company board service |
Board Governance
| Category | Details |
|---|---|
| Independence | Independent director (Capper); Board has 8 of 9 independent directors |
| Board Committees | Compensation Committee (member); Capital Allocation Committee (member) |
| Chair roles | None |
| Attendance | Board met 16 times in 2024; all directors attended ≥75% during their term |
| Committee cadence & attendance | Compensation: 6 meetings in 2024; members attended ≥75% while serving . Capital Allocation: 2 meetings in 2024; members attended all . |
| Governance practices | Majority voting policy; independent Chair; executive sessions; no related-party transactions during Jan 1, 2024–Apr 21, 2025 |
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash | $34,512 | Prorated for mid-2024 appointment; includes board and committee retainers per policy |
| Policy schedule (eligible rates) | Board Director $50,000; Compensation Committee member $7,500; Capital Allocation Committee member $5,000 | 2024 cash compensation schedule (prorated for partial-year service) |
Performance Compensation
| Award Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | Jul 9, 2024 | 5,771 RSUs; $149,988 | Vests in one installment on earlier of immediately prior to 2025 Annual Meeting or one year from grant | Board reduced annual director equity from $175,000 to $150,000 in 2024 |
| Initial appointment RSU | Jun 3, 2024 | 468 RSUs; valued at grant date closing price $26.68 | Vests in full on earlier of 2024 Annual Meeting or Jun 3, 2025 | Granted to new directors upon appointment |
| Total stock awards (2024) | — | $162,475 | — | Aggregate stock awards reported for 2024 |
No performance metrics (e.g., TSR, revenue) are attached to director RSU grants; director equity is time-vested per policy.
Other Directorships & Interlocks
| Entity | Type | Interlock/Exposure |
|---|---|---|
| Neuronetics, Inc. (NASDAQ: STIM) | Prior board (Capper Jan 2023–May 2024) | Sheryl L. Conley (current ANIK director) serves on Neuronetics’ board since Oct 2019; overlap existed through May 2024 |
| MiMedx Group, Inc. (NASDAQ: MDXG) | Current CEO & director | No ANIK-related party transactions reported in 2024–2025 period; mitigates conflict risk |
Expertise & Qualifications
- Executive leadership in medical devices and healthcare; commercialization/marketing; M&A/business development; R&D/innovation; financial oversight; regulatory; international experience.
- Education: MBA (George Washington University); BS Accounting (West Chester University).
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership | Less than 1% of ANIK common stock; includes 5,771 RSUs vesting within 60 days of Apr 21, 2025 |
| Director stock ownership guidelines | Directors must hold ≥3x annual Board retainer; phase-in over 3 years; all directors either met minimum or were within phase-in as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (limited pledge exception requires CFO approval) |
Governance Assessment
- Committee effectiveness: Capper serves on Compensation and Capital Allocation—two high-leverage committees for pay philosophy and capital deployment. Capital Allocation Committee members attended all meetings in 2024, signaling engagement; Compensation members met ≥75% attendance, consistent with Board-wide practices.
- Independence & conflicts: Board deems Capper independent; company reports no related-party transactions during Jan 1, 2024–Apr 21, 2025; insider trading policy prohibits hedging/pledging, reducing alignment risks.
- Ownership alignment: Time-vested RSU grants ($162,475 total in 2024; annual 5,771 RSUs priced at $25.99) and stock ownership guidelines (≥3x retainer within 3 years) support alignment; beneficial ownership includes RSUs vesting near-term.
- Other commitments & overboarding: As a sitting CEO of MiMedx and ANIK director, Capper remains within ANIK’s CEO overboarding guideline (≤3 public boards including ANIK). Not on ANIK’s Audit Committee, avoiding audit overboarding constraints.
- Network interlocks: Prior overlap on Neuronetics’ board with current ANIK director Sheryl Conley could facilitate information flow, but no related-party transactions were reported, mitigating direct conflict concerns.
RED FLAGS (none observed in disclosures)
- No reportable related-party transactions for directors in 2024–2025 period.
- No hedging/pledging; strict insider trading and stock retention policies.
- Attendance thresholds met; Capital Allocation Committee full attendance.
Overall, Capper brings substantial medtech operating and M&A experience, is independent, engaged at the committee level, and aligns via equity and ownership policies; potential time-commitment risks from his CEO role are controlled under overboarding guidelines, and disclosures show no conflicts or related-party exposures over the period reviewed.