Bruce Stroever
About Bruce Stroever
Bruce Stroever, age 75, is Chairman of the Board of Bone Biologics (BBLG) and has served on the board since 2012 . He holds a B.E. in Mechanical/Chemical Engineering from Stevens Institute of Technology (1972) and an M.S. in Bioengineering from Columbia University (1977) . Stroever brings four decades of product development and general management experience in medical devices and orthobiologics, including 30 years as President/CEO at MTF until his retirement in 2018, and earlier roles at Ethicon (Johnson & Johnson) . The board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Musculoskeletal Transplant Foundation (MTF) | President & Chief Executive Officer | ~1988–2018 (30 years; retired in 2018) | Grew MTF to the largest tissue bank globally |
| Ethicon, Inc. (Johnson & Johnson subsidiary) | Various positions | 1971–1988 | Product development/general management experience |
| American Association of Tissue Banks (AATB) – Tissue Policy Group | Founding member; Chairman (two terms) | Not stated | Policy leadership in tissue banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donate Life New York State | Director (Board member) | Current (not dated) | Non-profit, Albany, NY |
| American Association of Tissue Banks | Board of Governors | Three-year term in 1999 and again in 2012 | Elected twice |
| New Jersey Organ and Tissue Sharing Network | Advisory Board | Not stated | Advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Chairman of the Board |
| Independence | Board determined Stroever is independent |
| Years of service | Director since 2012 |
| Board meeting attendance | Each director attended ≥75% of aggregate Board/committee meetings in FY2024 |
| Board meetings held | 9 meetings in FY2024 |
| Committee memberships | Audit; Compensation (Chair); Nominating & Corporate Governance |
| Committee meetings (FY2024) | Audit: 2 (acted by unanimous written consent twice) ; Compensation: 0 (acted by unanimous written consent once) ; Nominating & Corporate Governance: 1 (acted by unanimous written consent once) |
| Lead Independent Director | Not disclosed |
Fixed Compensation
| Component | Policy/Actual | Amount | Notes |
|---|---|---|---|
| Annual Board retainer (Chair) | Policy | $35,000 | Payable quarterly in arrears; vests on payment |
| Committee Chair retainer (each) | Policy | $5,000 | Audit, Compensation, Nominating |
| Cash fees (FY2024 actual) | Actual | $31,705 | Reported for Stroever in FY2024 director comp table |
Policy note: Independent directors receive $25,000 cash; the Board Chair receives $35,000; committee chairs each receive $5,000 . Grants and fees are governed by a written policy and plan .
Performance Compensation
| Component | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual option grant (policy) | Option value of $50,000 | Vests in four equal quarterly tranches over one year | Not performance-based; standard time-based vesting |
| Initial option grant (new directors) | Option to purchase 9 shares | Fully vests at next annual meeting | Not performance-based |
| FY2024 option awards (actual fair value) | $49,406 | Not disclosed beyond plan terms | Not performance-based (director grants under policy) |
Equity award framework allows options/RSUs/SARs; the Board has authority to reprice options/SARs with participant consent, a potential shareholder-unfriendly feature to monitor .
Other Directorships & Interlocks
| Company/Organization | Role | Public Company | Potential Interlock with BBLG |
|---|---|---|---|
| Donate Life New York State | Director | No | None disclosed |
| AATB Board of Governors | Governor (prior terms) | No | None disclosed |
| NJ Organ and Tissue Sharing Network | Advisory Board | No | None disclosed |
The Company discloses no related party transactions since Jan 1, 2023 involving directors or 5% holders .
Expertise & Qualifications
- Engineering and bioengineering degrees; deep technical background in orthobiologics .
- 40+ years in medical devices/orthobiologics; led MTF to global leadership in tissue banking .
- Governance and policy experience via AATB leadership; current non-profit board service .
- Board-designated independent director .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Bruce Stroever | 26,281 | <1% (“*” per proxy footnote) | Includes 26,281 options exercisable within 60 days |
| Equity Detail | Value |
|---|---|
| Stock options outstanding (12/31/2024) | 41,638 |
Shares outstanding at Record Date: 3,271,042 . Beneficial ownership percentages computed under SEC rules (options exercisable within 60 days included) .
Governance Assessment
- Board independence and leadership: The board is majority independent and has an independent Chair (Stroever), which supports oversight separation from management . However, Stroever also chairs the Compensation Committee, concentrating board leadership over pay decisions—monitor for robust independent processes and external benchmarking .
- Committee activity: Audit (2 actions via unanimous written consent), Compensation (no meetings; one written consent), and Nominating (1; one written consent). Limited formal committee meetings may signal lean governance resourcing; ensure substantive oversight occurs despite reliance on written consents .
- Attendance: All directors met ≥75% attendance across Board/committee meetings in FY2024, meeting minimum expectations .
- Alignment and ownership: Stroever’s beneficial ownership is <1% and largely through options, indicating limited “skin in the game” in common stock; consider whether annual equity grants under policy sufficiently align director incentives with long-term TSR .
- Pay structure: Director compensation blends cash retainers and annual option grants ($50,000 option value per year as policy). The 2015 Plan permits repricing/cancel-regrant of awards by the Board with participant consent, a potential RED FLAG if used to mitigate underwater options without shareholder approval .
- Policies: Strong governance guardrails—anti-hedging policy for directors/officers, insider trading windows, indemnification agreements, and clawback/recoupment for equity awards per law/listing requirements—support investor protection .
- Conflicts/related-party: Company reports no related-party transactions involving directors/5% holders since Jan 1, 2023, reducing conflict risk (positive signal) .
- Macro listing risk: Company received Nasdaq minimum bid price deficiency notice in April 2025 and is pursuing reverse split authorization. While not director-specific, these recapitalization actions heighten governance scrutiny on compensation decisions and equity plan dilution; monitor Compensation Committee rigor under Stroever’s chairmanship during capital structure changes .
RED FLAGS: Board Chair also chairs Compensation Committee ; limited committee meetings (reliance on written consents) ; equity plan repricing authority ; low direct common stock ownership (<1%) .
POSITIVES: Independence affirmed ; executive sessions not disclosed but board is independent and meets regularly ; anti-hedging and clawback in place ; no related-party transactions .
Director Compensation – FY2024 (Actual)
| Name | Cash Fees | Option Awards (Fair Value) | Total |
|---|---|---|---|
| Bruce Stroever | $31,705 | $49,406 | $81,111 |
Committee Assignments (FY2024)
| Committee | Members | Chair | Meetings/Actions |
|---|---|---|---|
| Audit | Stroever; Gagnon; Angle | Gagnon | 2 (written consents) |
| Compensation | Stroever; Gagnon; Angle | Stroever | 0 (one written consent) |
| Nominating & Corporate Governance | Stroever; Gagnon; Angle | Angle | 1 (one written consent) |
Director Equity Awards & Policy
| Policy Element | Detail |
|---|---|
| Annual Grant | Option value $50,000; vests quarterly over 1 year |
| Initial Grant | 9 option shares; vests at next annual meeting |
| Option Terms | 10-year term; exercise price = fair market value on grant date |
| Repricing Authority | Board may reprice/cancel and re-grant options/SARs (with participant consent) |
Beneficial Ownership (Record Date: April 17, 2025)
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Bruce Stroever | 26,281 | Includes 26,281 options exercisable within 60 days ; <1% ownership |
Policies Affecting Governance Confidence
- Indemnification agreements with directors
- Anti-hedging and insider trading policies
- Equity plan clawback/recoupment aligned with law and listing rules
Governance Summary
- Board Chair and independent director with deep sector expertise; independence affirmed .
- Compensation oversight concentrated under the Chair; ensure robust external benchmarking and transparent rationale during capital structure actions (reverse split; plan share increases) .
- No related-party transactions disclosed—positive ; attendance ≥75%—meets minimum .
- Equity alignment relies on options; direct stock ownership appears minimal (<1%) . Equity plan repricing authority merits monitoring .
- Overall, governance quality is mixed: strong independence and policies, but pay oversight concentration and lean committee activity are watch items for investors.