William Burke
AxogenAbout William Burke
William Burke, 56, is an independent director of Axogen (AXGN) who has served on the Board since July 2022. He is a seasoned medtech finance executive and designated audit committee financial expert, with prior roles including EVP & CFO of Haemonetics and Chief Integration Officer at Medtronic following its Covidien acquisition. He holds a B.S. in Business Administration from Bryant College (now Bryant University) and began his career as an auditor with KPMG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haemonetics Corp. | EVP, Chief Financial Officer | Aug 2016 – Jun 2022 | Led global finance incl. investor relations; public company CFO experience |
| Medtronic plc | Chief Integration Officer; VP, Integration (Executive Committee member) | Jul 2014 – Jul 2016 | Oversaw integration of Covidien into Medtronic post-acquisition |
| Covidien/Tyco Healthcare | Multiple finance/strategy roles incl. CFO, Covidien Europe; VP Corporate Strategy & Portfolio; VP FP&A; Valleylab Controller; Managing Director Switzerland; International Controller | ~1990s–2014 | Deep operating finance, portfolio management and global P&L oversight |
| KPMG | Auditor | Early career | Public accounting foundation (audit) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Miromatrix | Director | Prior | Recently served; no current public company boards disclosed in proxy |
Board Governance
- Independence and roles: Independent director; Chair of the Audit Committee; Member, Governance, Nominating & Sustainability Committee. Post-2025 annual meeting, GNS will be reduced to three members with a new chair, but Burke remains listed as a member in the current composition .
- Audit committee financial expert: The Board determined Burke is an “audit committee financial expert” under SEC rules (Item 407(d)(5)(ii)), alongside Levine and Wendell .
- Mandate and oversight: The Audit Committee oversees financial reporting, internal controls, internal audit, compliance (healthcare/legal/IT/data privacy), liquidity/capital allocation, and cybersecurity risk management .
- Attendance: In 2024 the Board met six times; each director attended at least 75% of Board and assigned committee meetings. All then-current directors attended the 2024 Annual Meeting telephonically .
- Interlocks: No compensation committee interlocks or insider participation were reported .
- Ownership policy: Non-employee directors must hold ≥3x annual Board retainer within 5 years; as of Dec 31, 2024 all non-employee directors met the guidelines .
- Anti-hedging/pledging and clawback: Hedging/pledging by directors is prohibited; company adopted a clawback policy in 2023 and revised its Insider Trading Policy in Dec 2024 .
Fixed Compensation
2024 director pay for William Burke (cash/equity):
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 71,997 |
| Stock awards (grant-date fair value) | 75,000 |
| Option awards (grant-date fair value) | 74,999 |
| All other compensation | — |
| Total | 221,996 |
Board retainer framework (quarterly; applies 2024–2025):
| Role | Quarterly Cash Retainer ($) |
|---|---|
| Board Member | 12,500 |
| Audit Committee Chair | 5,000 |
| Audit Committee Member | 2,500 |
| Compensation Committee Chair/Member | 3,750 / 1,875 |
| Governance, Nominating & Sustainability Chair/Member | 2,500 / 1,250 |
| Quality, Compliance & Portfolio Chair/Member | 2,500 / 1,250 |
Performance Compensation
Director equity is time-based (not performance-based), designed to align long-term with shareholders.
| Program Element | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual equity for re-elected directors (value) | 150,000 | 150,000 | 150,000 |
| Instrument mix | 50% options / 50% RSUs | 50% options / 50% RSUs | 100% RSUs |
| Vesting | 1-year cliff | 1-year cliff | 1-year cliff |
| Option term | 10 years | 10 years | n/a (RSUs only) |
| Chair supplemental equity (annual) | — | 50,000 | 50,000 (RSUs) |
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|---|
| Miromatrix | — | Director (prior) | Not disclosed | No interlocks reported; company disclosed no compensation committee interlocks |
Expertise & Qualifications
- Board skills matrix indicates Burke contributes: Finance/Risk Management; Global Experience; Innovation/Technology; Operating/Manufacturing; Public Board Experience; Senior Leadership; Strategy/M&A .
- The Board formally designated him an audit committee financial expert, reinforcing depth in financial reporting and controls .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 87,936 | Includes 10,000 shares owned by his wife (indirect) |
| Options/RSUs/PSUs exercisable or vesting within 60 days | 60,032 | Counted for beneficial ownership per SEC rules |
| Ownership as % of outstanding | <1% | Marked “*” in table; 44,371,822 shares outstanding as of Apr 1, 2025 |
| Shares pledged | None disclosed | Proxy notes shares shown are not subject to any pledge unless otherwise noted |
| Guideline compliance | In compliance | All non-employee directors met 3x retainer guideline as of Dec 31, 2024 |
Governance Assessment
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Strengths supporting investor confidence
- Independent director; Audit Committee Chair and SEC-defined audit committee financial expert; committee remit includes cybersecurity oversight—strong signal on financial integrity and risk governance .
- Solid attendance (≥75%) and participation; attendance at annual meeting; no Section 16(a) delinquency reported for Burke (only one late filing noted for another director) .
- Alignment mechanisms in place: director ownership guideline (met), anti-hedging/pledging prohibitions, and adopted clawback; refreshed Insider Trading Policy (Dec 2024) .
- No related-party transactions involving Burke disclosed; no compensation committee interlocks .
-
Watch items / potential risks
- Say-on-Pay support was ~70% in 2024, indicating some shareholder dissatisfaction with executive pay; while not director-specific, it raises scrutiny on board-level compensation oversight (including Audit/Comp interplay) .
- Equity plan overhang and share request: Board is seeking to increase the 2019 LTI Plan by 2.9M shares (to 13.4M), with total availability representing ~29.97% of common stock; requires careful equity stewardship to avoid dilution concerns .
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Overall view: Burke’s profile (public-company CFO, complex M&A integration, SEC audit financial expert) and his role chairing Audit are positives for board effectiveness and investor confidence in financial oversight. Absence of related-party exposure, ownership alignment, and compliance with governance policies further support confidence; the main monitoring area is shareholder sentiment on pay and equity usage at the board level .