John A. Bartholdson
About John A. Bartholdson
John A. Bartholdson (age 54) has served as an independent director of Bioventus since January 2023. He is co‑founder and Partner of Juniper Investment Company (since 2007), with 25 years of private and public equity investing experience; prior roles include Partner at Stonington Partners and Analyst at Merrill Lynch Capital Partners. He holds a BA from Duke University and an MBA from Stanford Graduate School of Business . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonington Partners | Partner | 1997–2011 | Private equity leadership and transactional oversight |
| Merrill Lynch Capital Partners | Analyst | 1992–1994 | Early-stage investment analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lincoln Educational Services Corporation (public) | Chairman of the Board | Present | Career education/training provider |
| Theragenics Corporation (private) | Chairman of the Board | Present | Surgical products and prostate cancer treatment markets |
| Obagi Medical Products, Inc. (public) | Director | Until acquisition by Valeant in 2013 | Specialty pharmaceutical |
Board Governance
- Committee assignments (as of April 22, 2025): Compensation Committee (Chair), Compliance, Ethics and Culture Committee (member). Not on Audit & Risk or Nominating & Corporate Governance committees .
- Independence: Board determined Bartholdson is independent under Nasdaq rules; majority of Board is independent .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Majority attended the 2024 Annual Meeting, including Mr. Bartholdson .
- Committee activity in 2024: Audit & Risk met 8 times; Compensation met 5 times; Compliance, Ethics & Culture met 4 times; Nominating & Corporate Governance met once .
- Board structure: Two classes during declassification transition; Bartholdson is Class II with term expiring at the 2026 Annual Meeting. Chairperson is independent; no Lead Director at present .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | Reflects $55,000 base retainer, $15,000 Compensation Chair retainer, $5,000 Compliance member retainer under 2024 policy |
| Non-Employee Director Compensation Policy – Key Cash Retainers | Base: $55,000; Audit Chair: $20,000 (2024)/$25,000 (current); Compensation Chair: $15,000; Nominating Chair: $10,000; Compliance Chair: $10,000; Non‑Chair Audit member: $10,000 (2024)/$12,500 (current); Compensation member: $7,500; Nominating member: $5,000; Compliance member: $5,000 | Policy effective Feb 11, 2021 and amended; amounts shown per 2024 and current policy |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSU (annual Board grant) | June 11, 2024 | 26,493 RSUs; grant-date fair value $172,999 | Vests June 11, 2025 (or immediately prior to 2025 Annual Meeting) | Subject to continued service |
| RSU (incoming director award) | January 8, 2023 | 22,727 RSUs | One‑third vested June 6, 2023; one‑third vested June 6, 2024; remaining one‑third vests June 6, 2025 | Subject to continued service |
| RSU (policy grant value) | Commencing 2025 | Annual RSU grant value $215,000 for non‑employee directors; Chairperson receives additional $50,000 value | Annual one‑year vest (initial-year RSUs vest in three installments) | Accelerates in full upon change in control |
Performance metrics: Director equity grants are time‑based RSUs; no disclosed performance metrics (TSR, EBITDA, etc.) tied to director awards. RSUs accelerate on change‑in‑control under the 2021 Incentive Plan .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Lincoln Educational Services Corporation | Public | Chairman | External public board leadership |
| Theragenics Corporation | Private | Chairman | External private medtech role |
| Obagi Medical Products, Inc. | Public (prior) | Director | Prior public board; company acquired by Valeant in 2013 |
| Juniper Investment Company (affiliated investor) | Private investment firm | Co‑founder & Partner | Juniper Investment Company (and affiliates) beneficially owned 10.5% of Class A; Bartholdson is a managing member of Juniper Investment Company |
- Compensation Committee interlocks: During 2024, Compensation Committee members were Bartholdson, Guido J. Neels, and Mary Kay Ladone; no relationships required to be disclosed under SEC rules beyond those identified in “Certain Relationships and Related Person Transactions” .
Expertise & Qualifications
- Professional investor perspective with governance, finance, capital markets and transactional expertise; extensive service on public and private company boards .
- Education: BA, Duke University; MBA, Stanford GSB .
Equity Ownership
| Holder | Class A Shares | % of Class A | Combined Voting Power % | Breakdown |
|---|---|---|---|---|
| John A. Bartholdson | 7,018,977 | 10.6% | 8.6% | Includes 4,624,431 shares held by Juniper Fund; 2,239,076 shares by Juniper Targeted Opportunities; 75,850 shares by Juniper Multi‑Strategy; 45,552 held directly; and 34,068 RSUs that may vest within 60 days of April 7, 2025 |
- Large stockholder context: Juniper Investment Company, LLC beneficially owned 6,939,357 shares (10.5% Class A); managing members include Alexis P. Michas and John A. Bartholdson .
- Anti‑hedging: Directors, officers, employees and entities they control are prohibited from hedging Bioventus equity (e.g., collars, swaps, exchange funds) per Insider Trading Compliance Policy .
Governance Assessment
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Independence and roles: Bartholdson is independent and serves as Chair of Compensation and member of Compliance, central to pay oversight and legal/compliance risk monitoring; both committees met regularly in 2024 (Comp: 5x; Compliance: 4x), supporting board effectiveness .
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Attendance and engagement: Met at least the 75% attendance threshold and attended the 2024 Annual Meeting; Board held 6 meetings in 2024, indicating active governance cadence .
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Pay structure and alignment: 2024 director compensation mix skewed to equity (RSUs $172,999 vs. cash $75,000), promoting alignment; policy increased annual RSU value to $215,000 commencing 2025, sustaining equity‑heavy design .
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Ownership alignment: Significant beneficial ownership (10.6% of Class A; 8.6% combined voting power) via Juniper affiliates and direct holdings aligns incentives with shareholders, but dual role as investor and director warrants monitoring for potential conflicts in strategic or capital allocation decisions; Board independence determination and related‑party review processes mitigate risks .
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RED FLAGS / Watch items:
- Change‑in‑control acceleration for director RSUs is shareholder‑standard but reduces at‑risk nature of equity upon a transaction .
- Structural influence: Stockholders Agreement grants designation rights to certain large holders (EW Healthcare Partners and Smith & Nephew), and requires their approval for Board/committee size changes or document amendments while above ownership thresholds; not directly tied to Juniper, but relevant to overall board independence dynamics .
- No disclosed pledging; hedging prohibited by policy .
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Compensation Committee practices: Uses independent consultant Aon; committee met 5 times in 2024; adviser independence reviewed and no conflicts found—positive governance signal for pay‑for‑performance oversight .