Ward W. Woods
Alphatec HoldingsAbout Ward W. Woods
Ward W. Woods (age 82) has served as an independent director of Alphatec Holdings, Inc. since October 2017 and is Chair of the Compensation Committee. He is a Stanford University graduate (Class of 1964) with a career spanning senior investment banking and private equity leadership roles, including President & CEO of Bessemer Securities, Founding Partner of Bessemer Holdings, and senior partner at Lazard Frères; he previously was Managing Director/Partner at Lehman Brothers and co-led Corporate Finance. He currently chairs the Advisory Board of the Stanford Woods Institute, is Chair Emeritus and Life Trustee of the Wildlife Conservation Society, and is a member of the Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Securities Corporation | President & CEO | 1989–2003 | Led investment activities; founding partner of Bessemer Holdings L.P. |
| Lazard Frères & Company | Senior Partner; Management Committee | 1978–1989 | Firm leadership; corporate finance |
| Lehman Brothers | Managing Director; Partner; Co-head Corporate Finance | Joined 1967; Partner 1973 | Co-led Corporate Finance; prior MD/Partner roles |
| Stanford University | Former Trustee; Former Chair, Stanford Management Company | Not specified | Oversight of endowment and investment management |
| David & Lucile Packard Foundation; National Fish and Wildlife Foundation; The Nature Conservancy; The Asia Society; Boys Club of New York | Trustee/Governor/Vice-Chair | Not specified | Governance and stewardship roles |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Stanford Woods Institute | Chairman of Advisory Board; Director | Since 2005 | Environmental and policy leadership |
| Wildlife Conservation Society | Chair Emeritus; Life Trustee | Since 2000 | Conservation governance |
| Council on Foreign Relations | Member | Not specified | Policy forum membership |
Board Governance
- Independence: The Board determined Woods is independent under Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; not listed on Audit or Nominating .
- Attendance: In 2024, no director attended fewer than 100% of Board and committee meetings during periods of service .
- Board leadership and executive sessions: Independent directors meet in executive session at each regular Board meeting; Lead Director is Mortimer Berkowitz .
- Compensation Committee remit: Sets CEO pay without CEO present, administers clawback policy (Exchange Act Rule 10D-1), and oversees equity plans .
Fixed Compensation
| Component | Program Terms | Woods – 2024 Cash Received ($) |
|---|---|---|
| Board annual cash retainer | $45,000 member; $75,000 if Chair/Lead Director | |
| Committee retainers | Audit: $10,000 member/$20,000 chair; Compensation: $7,500 member/$15,000 chair; Nominating & Gov.: $5,000 member/$10,000 chair | |
| Woods total fees earned | — | $59,863 |
Notes:
- As Compensation Committee Chair, the program implies $45,000 (Board member) + $15,000 (Compensation Chair) = $60,000, consistent with Woods’ reported fees of $59,863 (minor proration/timing) .
Performance Compensation
| Equity Element | Grant Structure | 2024 Grant Value ($) | Outstanding/Unvested (#) | Vesting |
|---|---|---|---|---|
| Annual Board RSU | Time-based RSU for non-employee directors; $150,000 grant value; vests at next annual meeting or upon death/resignation (pro-rated) | Included in reported stock awards | — | Time-based |
| Initial Board RSU (upon appointment) | One-time $300,000 RSU; vests over 3 years (1/3 annually) | Not applicable in 2024 unless newly appointed | — | Time-based |
| Woods 2024 stock awards | ASC 718 grant-date fair value reported | $180,533 | 16,747 unvested RSUs at 12/31/24 | Time-based; see program terms |
- Director equity awards are time-based RSUs; no performance (financial/TSR) metrics are applied to director grants .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Woods in last five years in the proxy . |
- Compensation Committee interlocks: None; no member was a current/former ATEC officer; no reciprocal interlocks disclosed in 2024 .
Expertise & Qualifications
- Financial management, investment banking, private equity, strategy and growth, and special situations expertise .
- Significant governance experience across universities, foundations, and conservation organizations .
- Stanford University graduate, Class of 1964 .
Equity Ownership
| Holder/Instrument | Shares Beneficially Owned | % of Outstanding | Details |
|---|---|---|---|
| Ward W. Woods (aggregate) | 2,195,471 | 1.50% | Includes 16,747 RSUs vesting within 60 days of 4/16/2025; includes 2,056,311 shares held by Woods 1994 Family Partnership, LP (beneficial through North Hailey Corporation) . |
| Unvested director RSUs (as of 12/31/24) | 16,747 | — | Standard director RSU program; time-based vesting . |
| Shares outstanding (record date) | 146,118,365 | — | As of 4/16/2025 . |
Ownership alignment and guidelines:
- Non-employee director stock ownership guideline: 3.0x annual cash retainer; counts RSUs (vested/unvested), excludes options; 5-year compliance window .
- Hedging/pledging: Insider Trading Policy prohibits short sales, using ATEC securities for margin/loans, collars/derivatives, and publicly traded options on ATEC securities .
Governance Assessment
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Strengths:
- Independent director; 100% meeting attendance in 2024; chairs Compensation Committee with explicit clawback oversight aligned to SEC/Nasdaq rules .
- Clear, shareholder-aligned director compensation mix: modest cash retainer plus time-based RSUs; stock ownership guidelines of 3x retainer enhance alignment .
- No related-party transactions reported; robust insider trading policy limiting hedging/pledging; annual say-on-pay received ~85% support in 2024, indicating investor acceptance of compensation practices .
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Potential watch items:
- Significant beneficial ownership via Woods 1994 Family Partnership (2,056,311 shares) concentrates influence; Board affirms independence, and no related-party transactions are reported, but continued monitoring of any transactions or pledging is prudent .
- Director equity grants are time-based (not performance-linked); while common for directors, it does not add performance conditioning; however, guidelines and ownership stakes provide alignment .
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RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, or attendance. No compensation committee interlocks or executive roles that would impair independence .