Martin P. Sutter
About Martin P. Sutter
Martin P. Sutter, age 70, has served as an independent director of Bioventus since September 2020 and is one of the two founding Managing Directors of EW Healthcare Partners (formerly Essex Woodlands), with 35+ years of management experience in operations, marketing, finance, and venture capital. He holds an MBA from the University of Houston and a BS from Louisiana State University; at Bioventus he chairs the Nominating and Corporate Governance Committee, and the Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abiomed, Inc. | Director (prior) | Not disclosed | Previously served on compensation and nominating and governance committee |
| Tissue Tech, Inc. | Director (prior) | Not disclosed | Not disclosed |
| Suneva Medical, Inc. | Director (prior) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiMedx Group, Inc. | Director (current) | Not disclosed | Serves on compensation and nominating and governance committees |
| Prolacta Biosciences, Inc. | Director (current) | Not disclosed | Serves on compensation and nominating and governance committees |
Board Governance
- Committee assignments: Chairperson, Nominating and Corporate Governance Committee .
- Independence status: Board determined Sutter is independent under Nasdaq rules .
- Attendance: In 2024 the Board met 6 times; each director attended at least 75% of Board and committee meetings on which they served .
- Committee activity: Nominating and Corporate Governance Committee met once in 2024 .
- Designation/interlocks: Mr. Sutter was designated to serve on the Board by the “Essex Stockholders” under the Stockholders Agreement; the parties to the agreement significantly influence director elections given their aggregate voting power .
- 2025 election outcome: Votes cast for Sutter were 58,086,800 For; 6,940,787 Withheld; 8,591,661 broker non-votes (lower support vs. other Class I nominees, a monitoring signal for investor sentiment) .
Fixed Compensation
| Component | Policy Rate | Role Eligibility | 2024 Paid (USD) |
|---|---|---|---|
| Annual cash retainer | $55,000 | Non-employee directors | $0 (per Director Compensation table) |
| Board Chair cash retainer | $55,000 | Board Chair | N/A to Sutter |
| Lead Director cash retainer | $30,000 | Lead Independent Director | N/A (no lead director) |
| Audit & Risk Chair cash retainer | $20,000 (2024) | Committee Chair | N/A to Sutter |
| Compensation Chair cash retainer | $15,000 | Committee Chair | N/A to Sutter |
| Nominating & Corp. Gov. Chair cash retainer | $10,000 | Committee Chair | $0 (Sutter serves as Chair; table shows no cash fees) |
| Compliance, Ethics & Culture Chair cash retainer | $10,000 | Committee Chair | N/A to Sutter |
| Committee member cash retainer (Audit) | $10,000 (2024) | Committee member | N/A to Sutter |
| Committee member cash retainer (Comp) | $7,500 | Committee member | N/A to Sutter |
| Committee member cash retainer (NCG) | $5,000 | Committee member | N/A to Sutter |
| Committee member cash retainer (Compliance) | $5,000 | Committee member | N/A to Sutter |
Notes
- The 2024 director compensation table shows Sutter received no cash fees, despite eligibility as Nominating & Corporate Governance Chair; no reason is disclosed in the filing .
Performance Compensation
| Equity Instrument | Grant Date | Shares Granted | Grant-Date Fair Value (USD) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| RSUs (annual grant) | June 11, 2024 | 26,493 | $172,999 | Vest on June 11, 2025 or immediately prior to 2025 annual meeting, subject to continued service | RSUs accelerate and vest in full upon a change in control (as defined in 2021 Incentive Plan) |
Notes
- 2024 annual RSU grant policy for non-employee directors targeted ~$173,000; Chair also receives an additional $50,000 RSU commencing in 2025 (not applicable to Sutter as he is not the Board Chair) .
Other Directorships & Interlocks
| Company | Relationship to BVS | Potential Interlock/Conflict Considerations |
|---|---|---|
| EW Healthcare Partners (Essex Stockholders) | 19.7% beneficial owner of BVS Class A; Sutter is founding Managing Director | Stockholders Agreement designates Sutter and Neels to the Board; significant influence over director elections, requiring investor monitoring for conflicts and control dynamics |
Expertise & Qualifications
- Founding Managing Director of EW Healthcare Partners; extensive life sciences growth equity and venture capital experience .
- Prior senior management and board experience across medical devices and regenerative medicine companies .
- Education: MBA (University of Houston), BS (Louisiana State University) .
- Governance experience: Chairs Nominating & Corporate Governance; prior service on compensation and nominating committees at external companies .
Equity Ownership
| Holder/Capacity | Shares (Class A) | RSUs (Unvested, may vest within 60 days) | Ownership % of Class A | Combined Voting Power % |
|---|---|---|---|---|
| EW Healthcare Partners Acquisition Fund, L.P. (Essex Stockholder) – affiliated with Sutter | 12,096,702 | — | Included in Sutter’s beneficial reporting via shared power | See combined footnote below |
| White Pine Medica, LLC (subsidiary of Essex Stockholder) – affiliated with Sutter | 924,622 | — | Included in Sutter’s beneficial reporting via shared power | See combined footnote below |
| Martin P. Sutter (direct) | 58,748 | 26,493 | <1% | Included in combined voting power below |
| Total beneficial for Martin P. Sutter (SEC definition) | 13,106,565 | 26,493 | 19.8% | 16.0% |
Notes
- Beneficial ownership includes shares with shared voting/dispositive power by virtue of roles with EW Healthcare Partners entities; footnote clarifies Sutter disclaims beneficial ownership except to extent of pecuniary interest .
- No pledging disclosures are provided for Sutter; Bioventus’ Insider Trading Policy prohibits hedging transactions by directors (e.g., collars, swaps, exchange funds) .
Governance Assessment
- Alignment: Very high economic alignment via 19.8% beneficial ownership; RSU-only 2024 director pay further aligns interests, though atypical given policy cash retainers (monitor rationale for cash waiver or non-payment) .
- Board effectiveness: Active governance role as Nominating & Corporate Governance Chair; committee met once in 2024, so effectiveness depends on agenda quality rather than volume; attendance expectations met at Board/committee level (≥75%) .
- Independence vs. influence: Formally independent under Nasdaq, but designation rights under the Stockholders Agreement and EW’s large stake mean potential perceived conflicts; investors should monitor related-party reviews and director recusal practices (Audit & Risk Committee reviews related-person transactions) .
- Shareholder signals: 2025 election support for Sutter was lower than for other nominees (58,086,800 For vs. 6,940,787 Withheld), indicating some investor sensitivity to governance/ownership dynamics; continued engagement advisable .
- Controls/Policies: Anti-hedging policy in place for directors; clawback (Compensation Recovery) policy adopted in 2023 compliant with Dodd-Frank Section 10D; strong indemnification bylaws framework .
RED FLAGS
- Significant holder designation: The Stockholders Agreement’s director designation and influence present potential control and conflict risks (especially in nomination/committee decisions) .
- Concentrated ownership: 19.8% beneficial ownership via EW Healthcare Partners raises related-party and influence concerns; requires rigorous conflict management and transparent recusal .
- Lower relative support in 2025 election for Sutter vs. peers, a soft signal to monitor governance responsiveness .
Policy References and Processes
- Related-party transactions are reviewed/approved by the Audit & Risk Committee under a formal policy; the committee met 8 times in 2024 .
- Insider Trading Policy prohibits hedging transactions by directors; pledging is not expressly addressed in the disclosed excerpt .
- Compensation Committee engages independent consultant Aon; committee has authority over director compensation (including RSU policy) .
Director Compensation Details (2024)
| Item | Amount (USD) |
|---|---|
| Stock Awards (RSUs) | $172,999 |
| Cash Fees | $0 |
| RSUs Outstanding (as of 12/31/24) | 26,493 shares (vest 6/11/25) |
2025 Annual Meeting Vote Results (context)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Martin P. Sutter | 58,086,800 | 6,940,787 | 8,591,661 |
Disclosure Notes
- Director compensation rates and vesting mechanics per Non-Employee Director Compensation Policy; 2024 RSU grant targeted ~$173k, vest in one year; RSUs accelerate upon change in control .
- Independence and committee assignments per Proxy Statement director biographies and committee matrix .
- Ownership table reflects SEC beneficial ownership definitions; breakdown provided in footnotes .