S. Mark Cone
About S. Mark Cone
Dr. S. Mark Cone (age 62 as of the 2025 proxy) has served as an independent director of BTMD since May 2022 and previously served on the board of managers of Holdings since August 2021. He holds an M.D. from Baylor College of Medicine and a B.S. in Biology and Medicine from Texas A&M University; the Board cites his extensive industry and leadership experience as core credentials for service. He is classified as a Class II director, with a term expiring at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Complete MD Solutions | Chief Executive Officer | Dec 2014–Oct 2015 | Physician management leadership; industry operational experience |
| Fannin Surgicare (Outpatient ASC) | Advisory Board Chairman | Current | Advisory leadership in ambulatory surgery center operations |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Privia Health South Texas (Nasdaq: PRVA) | Market President | Since Oct 2015 | Yes (operating role, not disclosed as directorship) |
| Privia Medical Group Gulf Coast | President | Since Oct 2015 | No (medical group) |
| U.S. Women’s Health Alliance | Vice President, Board of Directors | Since Dec 2013 | No (industry alliance) |
| Global Women’s Health Providers (Cedar Gate Technologies) | Chairman, Board | Since Oct 2020 | No (private company) |
Board Governance
- Committee assignments (2025): Compensation Committee member; Nominating & Corporate Governance Committee member. He is not listed on the Audit Committee. Chairs for these committees are Dana Jacoby (Compensation) and Andrew R. Heyer (Nominating).
- Board class and term: Class II director continuing in office until the 2027 annual meeting.
- Independence: The Board determined that all members other than Executive Chairman Marc Beer and the CEO (Teresa Weber in 2023) were independent under Nasdaq rules; committee members met applicable independence standards.
- Attendance and engagement: In FY 2023, the Board met five times; Audit met six times; Compensation met six times; Nominating met twice. Each then‑serving director attended at least 75% of board and committee meetings. Directors are encouraged, but not required, to attend annual meetings of stockholders.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $60,312 |
| Notes on cash vs RSU election | Dr. Cone elected to receive his retainer in RSUs; $60,312 was delivered as 10,828 fully‑vested RSUs with deferred share issuance. |
- Retainer RSU program: Non‑employee directors may elect to convert annual board service retainer into fully‑vested RSUs with settlement deferred until service cessation or a specified date.
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Option Awards (Grant‑date Fair Value, ASC 718) ($) | $200,311 |
| Equity Outstanding as of Dec 31, 2024 | Vested | Unvested |
|---|---|---|
| Options (shares underlying) | 78,505 | 65,258 |
| Vested RSUs (shares) | 20,352 | — |
- Vesting schedules (strike, expiration, performance metrics): Specific terms (strike price, expiration, vesting schedule, performance metrics) were not disclosed in the cited sections; amounts reflect accounting fair value at grant.
Equity Ownership
| As of | Total Beneficial Ownership (shares) | Ownership (%) | Shares Outstanding (reference) |
|---|---|---|---|
| Mar 24, 2025 | 835,421 | 1.5% | 54,710,252 |
- Beneficial ownership calculation includes options currently exercisable or vesting within 60 days of March 24, 2025.
Other Directorships & Interlocks
- The proxy biography for Dr. Cone does not list other public company board directorships; his external roles are operating and advisory positions in healthcare networks and organizations.
Expertise & Qualifications
- Medical and healthcare operations expertise: M.D. (Baylor), leadership across women’s health networks, physician management, ambulatory surgery advisory.
- Board qualifications: The Nominating & Corporate Governance Committee emphasizes integrity, financial literacy, relevant expertise, time commitment, and long‑term stockholder focus; Dr. Cone is cited for extensive industry and leadership experience.
Governance Assessment
- Strengths: Independent director with meaningful committee responsibilities (Compensation; Nominating & Corporate Governance), consistent attendance (≥75% in FY 2023), and explicit equity alignment via RSU election and option grants; beneficial ownership of ~1.5% suggests skin‑in‑the‑game relative to board peers.
- Alignment signals: Election to receive the annual retainer in fully‑vested RSUs with deferred settlement indicates preference for equity over cash and longer‑term alignment with shareholders.
- Potential watch‑outs: Multiple external healthcare leadership roles create broad industry ties; while typical for domain expertise, related‑party exposure should be monitored—Audit Committee is responsible for pre‑approving related‑party transactions. No specific related‑party transactions involving Dr. Cone are referenced in the cited sections.