Stephen O. Richard
Director at ANIK
Board
About Stephen O. Richard
Independent director at Anika Therapeutics since September 2020; age 62; Audit Committee Chair (audit committee financial expert) and Capital Allocation Committee Chair. He is Senior Vice President and Chief Risk Officer (since May 2019) and Chief Audit Executive (since 2016) at Becton, Dickinson and Company; previously held senior finance and operations roles at the National Basketball Association, including CFO of NBA China and interim CEO of NBA China. He holds an MBA in Finance from Columbia Business School, a B.S. in Accounting from Northeastern University, is NACD Directorship Certified, and is a Certified Public Accountant (active license, New Jersey) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company | SVP, Chief Risk Officer; Chief Audit Executive | CRO: May 2019–present; CAE: 2016–present | Enterprise risk oversight; internal audit; cybersecurity oversight alignment |
| NBA Properties / NBA China | SVP Business Development & Global Operations; CFO of NBA China; Interim CEO of NBA China | SVP BD & Global Ops: 2013–2016; CFO: 2010–2013; Interim CEO: 2010–2011 | Global operations; finance; leadership during China operations transition |
| Citigroup | Regional Audit Director, U.S. Consumer Businesses | Not specified | Financial control, audit leadership |
| AT&T | District Manager, FP&A | Not specified | Corporate finance |
| Deloitte & Touche LLP | Senior Manager | Not specified | Audit practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Executives International (FEI) | Chairman, Committee on Governance, Risk and Compliance | Not specified | Professional standards in governance/risk; enhances board risk oversight expertise |
| Becton, Dickinson and Company | SVP, Chief Risk Officer; Chief Audit Executive | CRO: May 2019–present; CAE: 2016–present | Global MedTech leadership role; not a BD director |
Board Governance
- Independence: The Board determined all non-employee directors (including Richard) are independent under NASDAQ and SEC standards; Richard is explicitly listed as independent .
- Committee leadership: Audit Committee Chair and audit committee financial expert; Capital Allocation Committee Chair .
- Attendance: Board met 16 times in 2024; each director attended at least 75% of Board meetings. Audit Committee held 5 meetings and every member attended all; Capital Allocation Committee held 2 meetings and every member attended all .
- Executive sessions: Independent directors meet regularly without management; Audit Committee holds private sessions with independent auditor each regular meeting .
- Risk oversight: Audit Committee leads oversight of financial, operational and cybersecurity risks; reports to full Board .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Chair; Financial Expert | 5 | All members attended all meetings |
| Capital Allocation | Chair | 2 | All members attended all meetings |
Fixed Compensation
| Compensation Element | Policy (2024) | Richard’s 2024 Cash Earned |
|---|---|---|
| Board Chair Retainer | $87,500 | N/A |
| Other Director Retainer | $50,000 | Included in $77,637 total cash |
| Audit Chair Retainer | $20,000 | Included |
| Audit Committee Member | $10,000 | N/A (Chair) |
| Capital Allocation Chair Retainer | $10,000 | Included |
| Capital Allocation Committee Member | $5,000 | N/A (Chair) |
| Compensation Committee Chair | $15,000 | N/A |
| Compensation Committee Member | $7,500 | N/A |
| Governance & Nominating Chair | $10,000 | N/A |
| Governance & Nominating Member | $5,000 | N/A |
| Total Cash Fees (Richard) | — | $77,637 |
Performance Compensation
- Annual director equity: RSUs valued at $149,988 granted July 9, 2024 (5,771 units at $25.99), vesting on the earlier of immediately prior to the 2025 Annual Meeting or one year from grant; Board reduced annual director equity from $175,000 to $150,000 in 2024 to align with shareholder expectations. No director option awards outstanding as of Dec 31, 2024 .
| Grant Date | Award Type | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| July 9, 2024 | RSUs | 5,771 | $149,988 | One installment on earlier of immediately prior to 2025 AGM or one-year anniversary |
- Plan guardrails for directors: Non-employee director annual cap $425,000 (Chair/Lead Director $500,000); no repricing or discounted options; minimum 1-year vesting (limited exceptions); no single-trigger vesting on change of control .
Other Directorships & Interlocks
- No other public company board service disclosed for Richard in the proxy. External executive role at Becton, Dickinson (MedTech) and FEI committee chair role disclosed; no related-party transactions noted with entities tied to Richard .
Expertise & Qualifications
- Financial oversight/accounting expertise, NACD Directorship Certified, CPA (active NJ); deep risk management and internal audit leadership (BD CRO/CAE); international operating experience (NBA China CFO/Interim CEO); governance and compliance leadership (FEI committee) .
Equity Ownership
- Beneficial ownership: Less than 1% of outstanding shares; includes 5,771 RSUs vesting within 60 days of April 21, 2025; no director options outstanding at year-end 2024 .
- Stock ownership guidelines: Directors must hold shares equal to 3x annual board retainer; compliance reviewed annually. As of Dec 31, 2024, each director had met minimum shareholding or was within phase-in period .
- Hedging/pledging: Policy prohibits director hedging and pledging; company states all directors are in compliance .
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Stephen O. Richard | <1% | Includes 5,771 RSUs vesting within 60 days of April 21, 2025; no options outstanding |
Governance Assessment
- Board effectiveness: Richard’s dual chair roles (Audit and Capital Allocation) concentrate financial oversight and capital deployment discipline, with documented full attendance and robust private auditor sessions—positive signals for controls and risk governance .
- Independence and alignment: Independent status, compliance with ownership and anti-hedging/pledging policies, and adoption of director equity moderation (reduced RSU value in 2024) support investor alignment .
- Conflicts and related-party risk: Company reports no material related-party transactions; policy requires Audit Committee review of any related-party dealings—mitigates conflict risk despite Richard’s senior role at another major MedTech company (BD) .
- Shareholder signals: 2024 say‑on‑pay approval ~89% and ongoing engagement program (including changes to incentive structures) indicate responsiveness to investor feedback; while executive-focused, it reflects overall governance tone .
- RED FLAGS: None disclosed specific to Richard—no attendance issues, no hedging/pledging, no related‑party transactions, and no overboarding breaches (Board enforces limits; directors in compliance) .