Anthony D’Adamio
About Anthony D’Adamio
Senior Vice President, General Counsel and Secretary of Bioventus since August 2017; age 64 as of April 22, 2025. Education: JD, Howard University School of Law; BA, SUNY Binghamton . Biography highlights include prior legal leadership roles at Siemens Healthineers (General Counsel/Secretary, 2010–2017) and Siemens Healthcare Diagnostics (Deputy General Counsel/Secretary, 2007–2010), with earlier counsel roles at Bayer Healthcare Diagnostics; prior experience at Group Health Incorporated, Quest Diagnostics, and Covance Inc. . Company performance context: management highlighted “four consecutive quarters of significant revenue growth” and improved profitability and cash flow in 2024 ; see performance table below for FY revenue/EBITDA/CFO trends.
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Siemens Healthineers (Siemens Healthcare) | General Counsel and Secretary | Jan 2010 – Aug 2017 | Executive legal leadership; corporate secretary responsibilities |
| Siemens Healthcare Diagnostics | Deputy General Counsel and Secretary | Jan 2007 – Jan 2010 | Division legal leadership; corporate secretary responsibilities |
| Bayer Healthcare LLC Diagnostics | Senior Counsel | Jan 2001 – Dec 2006 | Division legal counsel |
| Bond, Schoeneck & King (law firm) | Associate attorney (early career) | Not disclosed | Early legal training |
| Group Health Inc.; Quest Diagnostics; Covance Inc. | Corporate legal positions | Not disclosed | Legal roles in health insurance, pharma, biotech |
External Roles
- No public company directorships or external board roles disclosed for Anthony D’Adamio in the proxy materials .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Eligible Earnings | Actual “Bonus” ($) | Non-Equity Incentive Plan ($) |
|---|---|---|---|---|
| 2024 | 447,765 | 50% | 50,000 (discretionary award for exemplary results) | 343,884 |
| 2023 | 434,700 | 50% | 98,977 (retention bonus) | 151,276 cash; plus RSUs for 50% of AIP uplifted by 25% (granted 3/15/2024, vest 6/15/2024) |
Notes:
- 2024 AIP target for D’Adamio: 50% of eligible earnings; corporate achievement factor determined at 153.6% .
- 2023 AIP paid 50% cash and 50% RSUs (uplifted by 25%), with RSUs granted at $5.45 on 3/15/2024 and vesting 6/15/2024 (34,696 shares for D’Adamio) .
Performance Compensation
- 2024 Annual Incentive Plan metrics: Global Revenue, Adjusted Global EBITDA, Quality, Cash Flow; achievement factor 153.6%; D’Adamio target incentive 50% of eligible earnings; payout reflected in Non-Equity Incentive Plan Compensation ($343,884) .
- 2023 AIP: objective business measures (Global Revenue, Adjusted Global EBITDA, Quality) 80%; personal performance 20%; D’Adamio personal component achieved at 140%; cash portion $151,276 and RSU portion $189,095 (uplifted 25%) granted as short-term RSUs on 3/15/2024 that vest 6/15/2024 .
| Metric | Weighting | Target | Actual | Payout Impact | Vesting |
|---|---|---|---|---|---|
| Global Revenue (2024 AIP) | Not disclosed | Company-set | Included in 153.6% achievement | Contributed to D’Adamio’s 2024 AIP payout | Cash payout (2024) |
| Adjusted Global EBITDA (2024 AIP) | Not disclosed | Company-set | Included in 153.6% achievement | Contributed to D’Adamio’s 2024 AIP payout | Cash payout (2024) |
| Quality (2024 AIP) | Not disclosed | Company-set | Included in 153.6% achievement | Contributed to D’Adamio’s 2024 AIP payout | Cash payout (2024) |
| Cash Flow (2024 AIP) | Not disclosed | Company-set | Included in 153.6% achievement | Contributed to D’Adamio’s 2024 AIP payout | Cash payout (2024) |
| 2023 AIP RSU Portion | 50% of earned award (with 25% uplift) | As per AIP | Granted $5.45 on 3/15/2024 | 34,696 RSUs for D’Adamio | Vest 6/15/2024 |
Equity Ownership & Alignment
- Anti-hedging policy prohibits hedging or transactions designed to offset declines in company stock value; applies to directors, officers, employees, and controlled entities .
- Clawback: Compensation Recovery Policy adopted Sept 2023; requires recoupment of incentive compensation over prior 3 fiscal years upon a restatement, computed on a “no fault” basis, covering measures including stock price, TSR, revenues, net income, EBITDA, etc. .
Beneficial Ownership
| As-of Date | Shares Beneficially Owned (Class A) | Ownership % | Breakdown / Notes |
|---|---|---|---|
| Apr 7, 2025 | 465,874 (less than 1%) | * | Includes 124,449 shares, 9,925 RSUs vestable within 60 days, and 331,500 options exercisable/vestable within 60 days |
| Apr 15, 2024 | 300,105 (less than 1%) | * | Includes 58,242 shares, 34,696 RSUs vestable within 60 days, and 207,167 options exercisable/vestable within 60 days |
Outstanding Equity Awards at FY2024 End (12/31/2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 02/11/2021 | 126,075 | 42,025 | 13.00 | 02/10/2031 | — | — |
| 04/01/2021 | 7,125 | 2,375 | 15.23 | 04/01/2031 | — | — |
| 03/14/2022 | 48,066 | 48,066 | 12.66 | 03/14/2032 | 17,773 | 186,611 (at $10.50) |
| 04/10/2023 | 25,900 | 77,700 | 1.16 | 04/10/2033 | 29,775 | 312,638 (at $10.50) |
| 03/15/2024 | — | 120,000 | 5.45 | 03/15/2034 | 51,920 | 545,160 (at $10.50) |
Vesting footnotes:
- 2021/2022/2023/2024 option and RSU grants generally vest in four approximately equal annual installments beginning on the first anniversary of the respective grant or vesting commencement dates (see footnotes in proxy) .
- 2023 Retention Plan RSUs vest 50% at 12 months and 50% at 18 months from vesting commencement date .
Pledging:
- No disclosure of share pledging by D’Adamio; pledging policy not explicitly stated in proxy. Anti-hedging applies broadly .
Stock ownership guidelines:
- Executive stock ownership guideline details for officers not disclosed in the proxy sections reviewed –.
Employment Terms
| Provision | Base Case Separation (without cause / good reason) | Change-in-Control (double-trigger within 24 months) |
|---|---|---|
| Salary multiple | 12 months (paid in installments) | 18 months (lump sum) |
| Bonus multiple | 100% of target (installments) | 150% of target (lump sum) |
| COBRA | 12 months (company-paid premiums) | 18 months (lump sum COBRA value) |
| Equity | No acceleration disclosed (base case) | Full acceleration of all equity awards |
| Triggers | Termination without cause or resignation for good reason | Same, within 24 months post-CoC; double-trigger |
| Restrictive covenants | Non-compete/non-solicit 12 months (base); extended to 18 months if CoC severance paid; perpetual confidentiality/non-disparagement |
Clawback:
- Compensation Recovery Policy per Dodd-Frank Section 10D; recoupment of incentive comp over 3 fiscal years upon restatement; computed “no fault” and without regard to taxes .
Compensation Structure Analysis
- Mix shift toward equity and performance pay from 2023 to 2024: Stock awards rose from $169,519 (2023) to $472,057 (2024); option awards rose from $49,624 (2023) to $286,680 (2024); non‑equity incentive increased from $151,276 (cash portion in 2023) to $343,884 (2024), while “bonus” moved from a retention $98,977 (2023) to a $50,000 discretionary award (2024) .
- 2024 AIP metrics emphasize revenue, adjusted EBITDA, quality, and cash flow with high achievement (153.6%), reinforcing pay-for-performance linkage .
- Clawback policy in place since 2023 and anti-hedging prohibitions strengthen governance of incentives .
- Compensation committee utilizes independent advisors (Aon/Aon Radford) for benchmarking peer practices .
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 512,117,000* | 512,345,000* | 573,280,000* |
| EBITDA ($USD) | -4,682,000* | 28,849,000* | 58,979,000* |
| Cash from Operations ($USD) | -13,537,000* | 15,344,000* | 38,795,000* |
Values retrieved from S&P Global.*
Additional context:
- Management letter cites four consecutive quarters of significant revenue growth and improved profitability and cash flow during 2024 .
Governance and Role Confirmation
- Executive officers as of April 22, 2025 include Anthony D’Adamio, Senior Vice President and General Counsel .
- 8‑K filing (Nov 17, 2025) signed by Anthony D’Adamio as Senior Vice President and General Counsel confirms ongoing role .
Investment Implications
- Alignment: Rising proportion of equity and performance-linked pay in 2024 (higher RSU/option grants and larger AIP payout at 153.6% achievement) indicates stronger pay-for-performance alignment and potential retention via multi-year vesting; clawback and anti-hedging policies mitigate governance risk .
- Retention/CoC economics: Double-trigger CoC severance with 18 months salary, 150% target bonus, COBRA, and full equity acceleration is competitive; non-compete terms extend to 18 months upon CoC benefits—adequate retention, but potential overhang upon a transaction due to accelerated vesting supply .
- Insider selling pressure: Material unvested RSUs and options scheduled to vest ratably over four years plus short-term AIP RSUs (for 2023 award) could create periodic supply; absence of pledging disclosure reduces collateral risk signal .
- Execution risk: Legal and compliance oversight ties directly to the Compliance, Ethics and Culture Committee’s mandate; continued governance rigor supports risk management amid business transition; 2024 operational improvements and FY performance trend are constructive but should be monitored alongside leverage/covenant disclosures in 10-Ks .