Guy P. Nohra
About Guy P. Nohra
Independent director of Bioventus Inc. (BVS), age 65, serving on the Board since September 2020. Co‑founder of Alta Partners (1996), with extensive life sciences venture investing experience; prior Bioventus LLC board of managers service from May 2012 until the IPO. Education: MBA, University of Chicago; BA, Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alta Partners (life sciences VC) | Co‑Founder | Since March 1996 | Involved in funding/development of numerous medtech/biotech companies |
| Bioventus LLC (pre‑IPO) | Board of Managers member | May 2012 – IPO (2021) | Governance role prior to public listing |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Spiral Therapeutics, Inc. | Private life sciences | Director | Current | Private company board |
| ATS Medical, Inc. | Public | Former Director | Prior | Historical public board service |
| Cutera, Inc. | Public | Former Director | Prior | Historical public board service |
| AcelRx Pharmaceuticals, Inc. | Public | Former Director | Prior | Historical public board service |
| ZS Pharma | Public | Former Director | Prior | Historical public board service |
| Bionure, Sanifit Therapeutics, Carbylan Biosurgery, Cerenis Therapeutics, Coapt Systems, Paracor Medical, PneumRx | Private | Former Director | Prior | Multiple private boards |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not a chair .
- Independence: Board affirmatively determined Mr. Nohra is independent under Nasdaq rules .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; majority of directors attended the 2024 Annual Meeting, including Mr. Nohra .
- Board structure: Class I director; Bioventus is phasing out classified board, with all directors elected annually by the 2026 meeting .
- Committee meeting cadence (context): Nominating & Corporate Governance met once in 2024 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Chair Fees ($) | Total Cash ($) | Equity Grant (RSUs) | Grant Date | Grant Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2024 | — | — | — | 61,000 | 26,493 | 2024-06-11 | 172,999 | Vests 2025-06-11 (or immediately prior to the 2025 Annual Meeting) |
- Policy context (non-employee directors): Annual cash retainer $55,000; committee member retainer for Nominating & Corporate Governance $5,000; annual RSU grant value $173,000 in 2024; commencing in 2025, annual RSU grant value increases to $215,000; Chair of the Board receives an additional $50,000 RSU grant value starting 2025. RSUs vest on first anniversary (or immediately prior to next annual meeting) and accelerate upon change in control .
Performance Compensation
| Element | Applies to Director Compensation? | Details |
|---|---|---|
| Performance-linked metrics (e.g., revenue/EBITDA/TSR) | No disclosure for directors | Director equity is time-based RSUs; policy specifies time-based vesting and change-in-control acceleration, not performance conditions |
| RSU vesting terms | Yes | Annual RSUs vest on first anniversary (or immediately prior to the following annual meeting); change-in-control acceleration applies |
Other Directorships & Interlocks
- Stockholders Agreement context: Certain directors (Neels, Sutter) were designated by EW Healthcare Partners; Cowdy designated by Smith & Nephew pursuant to the Stockholders Agreement, influencing director elections via aggregate voting power . Mr. Nohra is not listed as a designee under this agreement .
- IPO-related related party: Alta Partners VIII, L.P. (affiliated with Mr. Nohra’s firm) was among former LLC owners receiving Class A shares as merger consideration at the IPO, indicating a historical relationship; this is disclosed in “Our IPO and Transactions” .
Expertise & Qualifications
- Life sciences venture capital founder with broad medtech/biotech company development experience .
- Prior governance experience across multiple public and private boards .
- Education: MBA (University of Chicago), BA (Stanford) .
Equity Ownership
| Component | Shares | Notes |
|---|---|---|
| Direct Class A shares | 100,117 | |
| Unvested RSUs | 26,493 | |
| Options (exercisable/unexercisable) | 0 | |
| Total beneficial ownership | 126,610 | |
| Ownership as % of Class A outstanding | <1% (table shows “*”) |
Policy context for trading/hedging:
- Anti‑hedging policy prohibits directors/officers/employees (and controlled entities) from hedging transactions (e.g., equity swaps, collars, exchange funds) in Company securities .
Governance Assessment
- Alignment: Independent status, committee service on Nominating & Corporate Governance, and demonstrated attendance (≥75%) support board effectiveness and engagement .
- Compensation mix: 2024 director pay is equity-heavy (RSUs $172,999 vs. cash $61,000), consistent with alignment practices; planned increase to $215,000 RSU grant value in 2025 further emphasizes equity alignment .
- Committee focus: Placement on Nominating & Corporate Governance aligns with his extensive board and investor background; the committee met once in 2024, implying concentrated agenda setting and candidate oversight .
- Signals and controls:
- Anti‑hedging policy strengthens alignment and reduces adverse incentive structures .
- Change‑in‑control acceleration for director RSUs is standard but reduces performance contingency; monitor transaction contexts for optics on entrenchment vs. market practice .
- Potential conflicts / related-party exposure (RED FLAGS to monitor):
- Historical link: Alta Partners VIII, L.P. participated in the IPO merger consideration; while historical, it represents a related-party connection via Mr. Nohra’s firm. Continue to monitor for any ongoing transactions or engagements that could trigger the Related Party Transaction Policy review .
- Board designation influence: EW Healthcare and Smith & Nephew designations under the Stockholders Agreement can influence board composition; while not tied to Mr. Nohra, it is a governance environment factor investors should watch for independence of nominations and oversight .
Overall, Mr. Nohra presents as an experienced, independent director with strong sector expertise and high equity alignment through RSUs. The principal monitoring items are the historical Alta Partners connection (as disclosed) and standard change‑in‑control acceleration provisions for director RSUs; no attendance or compensation anomalies are disclosed for 2024 .