Daniel J. Bevevino
About Daniel J. Bevevino
Independent director of Artivion (AORT) since 2003; age 65. Former CFO of Respironics (1996–Mar 2008), led post-merger integration at Philips (2008–2009), now an independent life sciences CFO consultant. CPA (inactive); B.S. Business Administration, Duquesne University; MBA, University of Notre Dame. The Board cites his accounting/financial reporting expertise in medical devices as rationale for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Respironics, Inc. | Vice President & Chief Financial Officer | 1996–Mar 2008 | Led finance through acquisition; extensive medtech reporting and controls experience |
| Royal Philips (post-acquisition of Respironics) | Head of Post‑Merger Integration – Respironics; other operating roles | Mar 2008–Dec 2009 | Integration execution across combined company |
| Ernst & Young LLP | Certified Public Accountant (career start) | Not disclosed | Foundational audit/accounting experience (license inactive) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private company (undisclosed) | Director | Current | Serves as a director for one private company he advises |
| Independent consulting (life sciences) | Interim CFO services | Current | Independent consultant to life sciences companies |
Board Governance
- Independence: Board determined Mr. Bevevino is independent under NYSE rules .
- Committee assignments (as of the proxy date): Chair, Compensation Committee; Member, Audit Committee; not listed on Corporate Governance or Innovation & Healthcare Compliance Committees .
- Audit financial expert: Board determined all current Audit Committee members (including Bevevino) are “audit committee financial experts” .
- Attendance/engagement: Each director attended at least 75% of Board and committee meetings in 2024; Board met 12x; Audit 6x; Compensation 8x .
- Board leadership context: CEO serves as Chair; Lead Independent Director role exists (held by Jeffrey Burbank) to preside over executive sessions and coordinate independent director activities .
- Risk oversight: Audit oversees internal controls, financial compliance, and cybersecurity; Compensation oversees HCM and incentive risk; Mr. Bevevino participates directly through Audit and as Compensation Chair .
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | |
| Lead Director fee | $40,000 (not applicable to Bevevino) | |
| Audit Committee member retainer | $10,000 (membership) | |
| Compensation Committee Chair retainer | $20,000 (includes membership) | |
| Mr. Bevevino – 2024 cash retainers earned | $85,000 (sum of Board $55k + Comp Chair $20k + Audit member $10k) |
Performance Compensation (Director)
| Equity Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock (time-based) | May 30, 2024 | 6,289 shares; grant-date fair value $149,993 ($23.85/share) | Vests May 30, 2025 (1-year cliff) | Standard annual non-employee director grant; made under 2020 ECIP |
No director performance metrics are applied to director equity; awards are time-based restricted stock (not PSUs/options) for non-employee directors in 2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Bevevino (only a private company directorship noted) .
- Compensation Committee interlocks: Company discloses no compensation committee interlocks involving its executive officers in 2024 (no reciprocal relationships); no specific interlock tied to Mr. Bevevino was disclosed .
Expertise & Qualifications
- Financial/accounting leadership in medtech; prior public company CFO; CPA (inactive) .
- Recognized by Board for financial reporting expertise in medical device industry .
- Audit Committee “financial expert” designation aligns with skillset .
Equity Ownership
| Holder | Beneficial Ownership (Mar 17, 2025) | Notes |
|---|---|---|
| Daniel J. Bevevino | 143,736 shares; <1% of outstanding | Includes 6,289 unvested restricted shares from May 2024 grant; no shares pledged |
- Director stock ownership guideline: 5x annual Board retainer; all non‑employee directors currently satisfy (company-wide disclosure) .
Compensation Committee Signals (as Chair)
- 2024 executive incentive metrics: Constant-currency revenue growth and adjusted EBITDA used for both cash bonus and annual PSU plan; added R&D milestones to PSU plan (AMDS PMA modules and Arcevo LSA IDE submissions) .
- Cyber incident discretion: Committee applied discretion to adjust 2024 cash bonus and PSU payouts to 130% of target (vs. 116% and 104% unadjusted; 148%/142% on pro forma ex‑incident), citing management’s response and stock performance; R&D metric deemed achieved (timing request by FDA) .
- Say-on-Pay support: 97% approval for 2023 compensation at the May 14, 2024 meeting—strong external endorsement of pay program overseen by the Committee .
Director Compensation (FY2024)
| Name | Retainers Earned or Paid in Cash ($) | Annual Stock Awards ($) | Total ($) |
|---|---|---|---|
| Daniel J. Bevevino | 85,000 | 149,993 | 234,993 |
Related-Party/Conflicts Review
- Policy: Audit Committee reviews and approves related-party transactions >$50,000 and oversees ongoing transactions annually .
- 2024 disclosures: One related-party transaction (employee spouse at subsidiary) ratified; no transactions involving Mr. Bevevino disclosed .
- Pledging/hedging: Insider Trading Policy prohibits hedging and short sales by covered persons, including directors .
- Beneficial ownership pledge: “None of the shares noted below are subject to a pledge or similar arrangement” in the director ownership table (applies to Bevevino’s line as part of table) .
Governance Assessment
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Strengths for investor confidence
- Independent director with deep finance expertise; designated Audit Committee financial expert .
- High engagement indicators (Board 12x; Audit 6x; Compensation 8x in 2024; ≥75% attendance per director) .
- Clear director pay structure with equity alignment; ownership guideline of 5x retainer; all directors in compliance .
- No related-party transactions involving the director; no pledging; robust insider trading and clawback policies in place at company level .
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Watch items
- As Compensation Chair, the Committee exercised upward discretion to 130% for 2024 exec incentives due to a November 2024 cyberattack; while rationale was detailed (response, guidance attainment, stock +~60%), discretionary adjustments can attract scrutiny from some investors and proxy advisors over consistency of pay-for-performance. Monitor 2025+ metric rigor and discretion usage trends .
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Net view: Governance profile supportive—independence, financial expertise, committee leadership, and alignment practices outweigh limited risk flags; say‑on‑pay support remains strong (97%). Continued transparency around any future discretion will be important for sustained investor confidence .