Guido J. Neels
About Guido J. Neels
Guido J. Neels (age 76) has served as an independent director of Bioventus Inc. since 2020. He is an Operating Partner at EW Healthcare Partners and previously held senior executive roles at Guidant Corporation, including Chief Operating Officer; he holds an MBA from Stanford and a Business Engineering degree from the University of Leuven . He is designated to the Bioventus Board under the Stockholders Agreement by the Essex Stockholders (EW Healthcare Partners affiliates) and is currently a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidant Corporation | Chief Operating Officer | Jul 2004–Nov 2005 | Led global operations across four units (CRM, Vascular Intervention, Cardiac Surgery, Endovascular Solutions) |
| Guidant Corporation | Group Chairman, Office of the President | Dec 2002–Jul 2004 | Oversaw worldwide sales, corporate communications/marketing, IR, government relations |
| Guidant Corporation | President, EMEA & Canada | Jan 2000 onward | Regional leadership across Europe, Middle East, Africa, Canada |
| Guidant Corporation | VP, Global Marketing, Vascular Intervention | 1996–2000 | Global product/marketing leadership |
| Guidant Corporation | General Manager, Germany & Central Europe | 1994–1996 | Regional general management |
| Bioventus LLC | Board of Managers | May 2012–IPO (2021) | Pre-IPO governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EW Healthcare Partners | Operating Partner | 2013–present | Investment/operating oversight at healthcare growth equity/VC firm |
| Axogen, Inc. (Public) | Director | Current | Member, Compensation Committee |
| Endologix, Inc. (Public) | Director | Dec 2010–Jun 2019 | Board service |
| Entellus Medical (Public) | Director | Nov 2009–Feb 2018 | Board service |
Board Governance
- Committee assignments: Member, Compensation Committee; not on Audit & Risk, Compliance, Ethics and Culture, nor Nominating & Corporate Governance .
- Independence: Board determined Mr. Neels is independent under Nasdaq rules .
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; the majority attended the 2024 Annual Meeting, including Mr. Neels .
- Committee activity levels (FY2024): Audit & Risk met 8x; Compensation met 5x; Compliance, Ethics and Culture met 4x; Nominating & Corporate Governance met 1x .
- Board declassification: Transition from classified board approved in 2024; all directors to be elected annually beginning with the 2026 Annual Meeting .
- Stockholders Agreement influence: Essex Stockholders designate Mr. Neels and Mr. Sutter; S+N Stockholders designate Mr. Cowdy, materially influencing director elections due to aggregate voting power .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Neels) |
|---|---|---|
| Annual cash retainer | $55,000 per non-employee director | $55,000 (within “Fees Earned”) |
| Committee member fee – Compensation | $7,500 per member | $7,500 (implied in total cash) |
| Other committee fees | Audit & Risk $10,000; Nominating $5,000; Compliance $5,000 | N/A (not a member) |
| Chair fees | Audit $20,000 (2024); Compensation $15,000; Nominating $10,000; Compliance $10,000 | N/A (not a chair) |
| Total cash (FY2024) | Sum of applicable retainers and committee fees | $62,700 |
Mix: Approximately 27% cash ($62.7k) and 73% equity (RSUs $172,999) for FY2024 .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Jun 11, 2024 | RSUs | 26,493 | 172,999 | Vest on Jun 11, 2025 (or immediately prior to the next annual meeting, if sooner), subject to continued service | Annual director grant; accelerates on change in control per policy |
Director equity policy adjustments:
- As of 2025, annual RSU grant value increases to $215,000; Chairperson receives additional $50,000 RSU grant beginning in 2025 (FY2024 RSU value was $173,000) .
Performance metrics (executive AIP context):
| Metric (2024 AIP) | Payout Curve | Company Achievement |
|---|---|---|
| Global Revenue | 50% min; 100% target; 200% max | Incorporated into 153.6% overall achievement |
| Adjusted Global EBITDA | 50% min; 100% target; 200% max | Incorporated into 153.6% overall achievement |
| Quality | 50% min; 100% target; 200% max | Incorporated into 153.6% overall achievement |
| Cash Flow | 50% min; 100% target; 200% max | Incorporated into 153.6% overall achievement |
Note: Non-employee director compensation is time-based RSUs without performance conditions; AIP metrics apply to executives and inform pay-for-performance alignment at the company level .
Other Directorships & Interlocks
| Entity | Role/Committee | Interlock/Relationship |
|---|---|---|
| Axogen, Inc. | Director; Compensation Committee | External public company role; compensation oversight experience |
| EW Healthcare Partners | Operating Partner | Affiliates (“Essex Stockholders”) beneficially own 19.7% of BVS Class A; Essex designates Neels/Sutter to BVS Board under Stockholders Agreement |
Expertise & Qualifications
- Senior operating leadership in medical devices (COO, Guidant) across global operations, sales, marketing, regulatory/government relations .
- Board experience at multiple public medtech companies; compensation committee service at Axogen .
- Education: MBA (Stanford); Business Engineering (University of Leuven) .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | Percent of Class A | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Guido J. Neels | 85,241 | <1% | 26,493 | Composition includes 58,748 common shares + 26,493 RSUs that may vest within 60 days of April 7, 2025 |
- Anti-hedging: Directors are prohibited from hedging transactions in Company stock under the Insider Trading Policy .
- Pledging: No pledging disclosures identified for Mr. Neels in the proxy .
Governance Assessment
- Strengths:
- Independence affirmed; deep medtech operating expertise; active Compensation Committee member, contributing to executive pay oversight .
- Strong attendance expectations met; robust committee activity; presence at annual meeting indicates engagement .
- Formal Compensation Recovery (clawback) policy for executives; clear anti-hedging policy; multiple governance charters publicly available .
- Potential conflicts and monitoring points:
- Designation to the Board by Essex Stockholders and concurrent role at EW Healthcare Partners, whose affiliates beneficially own 19.7% of Class A; this creates a major-shareholder representation dynamic on the Compensation Committee that warrants oversight of independence in pay decisions .
- Stockholders Agreement parties can significantly influence director elections; investors should monitor any alignment between major shareholders and pay/program decisions .
- Compensation mix and alignment:
- High equity weighting (RSUs ~73% of total FY2024 director comp) supports long-term alignment, with standard one-year vesting and change-in-control acceleration; no performance conditions on director equity, consistent with market practice .
- Signals:
- Increase in RSU grant value for non-employee directors in 2025 (to $215k) and added Chair RSU grant may modestly raise fixed equity costs; context is improving profitability and cash flow per CEO’s letter, but investors should monitor year-over-year shifts in director pay levels versus peer medtech boards .
No related-party transactions specific to Mr. Neels beyond governance designations were disclosed; overall related-party frameworks (TRA, LLC Agreement, Stockholders Agreement) remain structural considerations for Bioventus governance and cash flows .