Jeffrey H. Burbank
About Jeffrey H. Burbank
Independent director of Artivion (AORT), age 62, serving on the board since 2017 and currently Lead Director since March 2021. Former CTO of Fresenius Medical Care North America (2019–March 2022) and founder/CEO of NxStage Medical (1998–2019), with over 30 years in medical devices and inventor on 50+ U.S. patents; holds a B.S. in Industrial Engineering from Lehigh University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresenius Medical Care North America | Chief Technology Officer | 2019–March 2022 | Led technology for world’s largest provider for renal disease patients |
| NxStage Medical, Inc. | Founder, CEO, Director | 1998–Feb 2019 (acq. by FMS) | Built leading renal therapy platform; public-company leadership |
| Vasca, Inc. | Co-founder; President, CEO; Chairman | Not disclosed | Implantable access devices; early-stage innovation leadership |
External Roles
| Company/Institution | Role | Status/Dates | Notes |
|---|---|---|---|
| Public company directorships (outside AORT) | — | Not specified | No other public boards disclosed in proxy biography |
Board Governance
- Independence: Board determined Mr. Burbank is independent under NYSE standards .
- Lead Director responsibilities: Presides over executive sessions, agenda approval, liaison between CEO and independent directors, may call meetings of independent directors .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board met 12 times; committees met regularly (Audit: 6; Compensation: 8; Corporate Governance: 5; Innovation & Healthcare Compliance: 4; joint sessions) .
- Standing committee assignments (2025): Audit Committee member; Corporate Governance Committee Chair; Lead Director .
| Assignment | Role | Evidence |
|---|---|---|
| Lead Director | Lead independent director | |
| Corporate Governance Committee | Chair | |
| Audit Committee | Member | |
| Independence | Independent director | |
| 2024 attendance ≥75% | Met attendance threshold |
Fixed Compensation (Director)
- 2024 cash retainers: Board service $55,000; Lead Director $40,000; Corporate Governance Chair $10,000; Audit Committee membership $10,000; total $115,000 (paid monthly) .
- 2024 equity: Annual restricted stock grant of 6,289 shares, grant-date fair value $149,993 at $23.85/share; vests May 30, 2025 .
| Component | Amount/Units | Terms | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $55,000 | Paid monthly | |
| Lead Director retainer (cash) | $40,000 | In addition to Board retainer | |
| Corporate Governance Chair (cash) | $10,000 | Includes membership fee | |
| Audit Committee member (cash) | $10,000 | Committee membership retainer | |
| 2024 cash retainers total | $115,000 | Sum of above | |
| 2024 RSU grant | 6,289 shares | Granted May 30, 2024; vest May 30, 2025 | |
| RSU grant fair value | $149,993 | $23.85/share closing price | |
| 2024 total director comp | $264,993 | Cash + equity |
Performance Compensation (Director)
Artivion does not disclose performance-based pay for non-employee directors; director equity is time-based restricted stock units (no performance metrics) .
Other Directorships & Interlocks
- Compensation Committee interlocks: Company disclosed no executive officer interlocks; Burbank is not listed on Compensation Committee .
- Board limits: Non-employee directors may serve on no more than three other public boards; resignation policy upon change in principal employment .
Expertise & Qualifications
- Medical device operating executive; founder/CEO experience; public company leadership through acquisition (NxStage) .
- Technology and innovation: CTO at Fresenius; inventor on 50+ U.S. patents .
- Education: B.S. Industrial Engineering, Lehigh University .
- Governance: Lead Director; Corporate Governance Committee Chair; Audit Committee member; audit committee financial expertise noted collectively for committee composition .
Equity Ownership
- Beneficial ownership: 47,471 shares; includes 6,289 unvested restricted shares granted May 30, 2024; no pledging of nominee shares .
- Shares outstanding: 42,689,303 as of March 17, 2025 .
- Ownership guideline: Non-employee directors must hold 5x annual Board retainer; Company states all non-employee directors meet the guideline .
- Hedging/short sales prohibited under Insider Trading Policy .
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 47,471 | Includes 6,289 unvested restricted shares |
| Unvested RSUs (director grant) | 6,289 | Granted May 30, 2024; vest May 30, 2025 |
| % of shares outstanding | ~0.11% | 47,471 / 42,689,303 computed from disclosed figures |
| Pledged shares | None | “None of the shares…are subject to a pledge” (nominees) |
| Director ownership guideline | 5x annual retainer | Company discloses all non-employee directors are compliant |
| Hedging/short sales policy | Prohibited | Insider Trading Policy |
Governance Assessment
- Strengths: Independent Lead Director with clear authority enhances board oversight; dual roles as Corporate Governance Chair and Audit member indicate high engagement; attendance met threshold; director pay mix balanced with cash plus modest, time-based equity, and ownership guidelines met—supporting alignment without excessive risk .
- Potential conflicts: No related-party transactions involving Burbank disclosed; Audit Committee (of which he is a member) reviews and approves significant related-party transactions; only disclosed 2024 related-party transaction involved spouse of a (former) executive, not directors .
- Signals: Strong say-on-pay support (97% in 2024) and annual frequency supported (>96%) suggest investor confidence in compensation governance; Willis Towers Watson retained as independent consultant; clawback policy in place; robust insider trading restrictions (hedging/short sales banned) .
- RED FLAGS: None evident specific to Burbank—no pledging, independence affirmed, attendance adequate, no disclosed conflicts/related-party ties .