Mary Kay Ladone
About Mary Kay Ladone
Mary Kay Ladone, age 58, has served as an independent director of Bioventus since July 2021. She sits on the Audit and Risk Committee and the Compensation Committee; the Board has determined these committees’ members meet Nasdaq independence requirements and Rule 10A‑3, and can read and understand fundamental financial statements. She holds a BA in Finance and Economics from the University of Notre Dame and brings deep finance, investor relations, talent management, and M&A experience at large healthcare companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill-Rom Holdings, Inc. | SVP, Corporate Development, Strategy & Investor Relations | Dec 2018 – Dec 2021 | Led corporate development and IR; strategic, finance, M&A experience |
| Hill-Rom Holdings, Inc. | VP, Investor Relations | Jul 2016 – Dec 2018 | Investor relations leadership |
| Baxalta Inc. | SVP, Investor Relations | 2015 – 2016 | Investor relations leadership |
| Baxter International, Inc. | Senior finance, business development, IR roles | Prior to Baxalta | Broad finance, BD, IR background |
External Roles
| Organization | Board Status | Role(s) | Tenure | Committees |
|---|---|---|---|---|
| Inogen, Inc. | Publicly traded | Director | Since Mar 2022 | Audit; Chair, Compensation (2025 proxy) |
| Kestra Medical Technologies, Inc. | Publicly traded (2025 proxy) | Director | Since Sep 2022 | Chair, Audit (since Sep 2022); Member, Nominating & Corporate Governance (since Mar 2025) |
| Novanta Inc. | Publicly traded | Director | Since Jul 2024 | Not specified in proxy excerpt |
Board Governance
- Committees: Audit & Risk; Compensation. Audit & Risk members (including Ladone) meet Nasdaq independence and Rule 10A‑3; members can read and understand fundamental financial statements .
- Attendance: Board met 10x in 2021, 16x in 2022, 18x in 2023, and 6x in 2024; each director attended at least 75% of Board and committee meetings each year .
- Audit & Risk workload: 8 meetings in 2021; 12 in 2022; 9 in 2023; 8 in 2024; scope includes auditor oversight, ICFR disclosure controls, enterprise risk (including cybersecurity), internal audit performance, and related person transactions .
- Board leadership: Independent Chair; no Lead Director given independent Chair structure .
Fixed Compensation
Non-Employee Director Compensation Policy (policy-level amounts):
| Component | FY 2023 Policy | FY 2024 Policy | FY 2025 Policy |
|---|---|---|---|
| Annual cash retainer (director) | $55,000 | $55,000 | $55,000 |
| Chair of Board (additional cash retainer) | $50,000 | $50,000 | $55,000 |
| Lead Director (additional cash retainer) | $30,000 | $30,000 | $30,000 |
| Audit & Risk Chair (additional cash) | $20,000 | $20,000 | $25,000 |
| Compensation Chair (additional cash) | $15,000 | $15,000 | $15,000 |
| Nominating & Corp Gov Chair (additional cash) | $10,000 | $10,000 | $10,000 |
| Compliance, Ethics & Culture Chair (additional cash) | $10,000 | $10,000 | $10,000 |
| Audit & Risk member (non-chair) | $10,000 | $10,000 | $12,500 |
| Compensation member (non-chair) | $7,500 | $7,500 | $7,500 |
| Nominating & Corp Gov member (non-chair) | $5,000 | $5,000 | $5,000 |
| Compliance, Ethics & Culture member (non-chair) | $5,000 | $5,000 | $5,000 |
Mary Kay Ladone – Actual Cash Fees (disclosed):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,500 | $74,501 |
Notes:
- No meeting fees are disclosed; compensation is via retainers and equity .
Performance Compensation
Annual RSU grant policy and Mary Kay’s disclosed stock awards:
| Metric | FY 2023 | FY 2024 | FY 2025 Policy |
|---|---|---|---|
| Annual RSU grant value (policy) | $152,000 | $152,000 (policy in 2024 section updated; see below) | $215,000; plus $50,000 additional for Chair of Board |
| Mary Kay Stock Awards ($, grant-date fair value) | $85,728 | $172,999 | — |
RSU vesting and outstanding awards:
| Item | Detail |
|---|---|
| 2023 Grant | 30,400 RSUs granted on June 7, 2023; vest June 7, 2024 (or immediately prior to the Annual Meeting if sooner) |
| 2024 Grant | 26,493 RSUs granted on June 11, 2024; vest June 11, 2025 (or immediately prior to the Annual Meeting if sooner) |
| Change of Control | All director RSU awards accelerate and vest in full upon a change in control (single-trigger) |
Other Directorships & Interlocks
| Company | Sector/Status | Role | Committees/Positions | Tenure |
|---|---|---|---|---|
| Inogen, Inc. | Medical technology; publicly traded | Director | Audit; Chair, Compensation | Since Mar 2022 |
| Kestra Medical Technologies, Inc. | Wearable medical device & digital healthcare; publicly traded (2025 proxy) | Director | Chair, Audit (since Sep 2022); Member, Nominating & Corporate Governance (since Mar 2025) | Since Sep 2022 |
| Novanta Inc. | Supplier to medical and advanced industrial OEMs; publicly traded | Director | Not specified in excerpt | Since Jul 2024 |
Expertise & Qualifications
- Finance, investor relations, talent management, and M&A experience at large healthcare companies; selected for the Board based on these credentials .
- Audit & Risk Committee member with independence under Nasdaq and Rule 10A‑3; committee members (including Ladone) can read and understand fundamental financial statements .
- Education: BA in Finance and Economics, University of Notre Dame .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficially Owned Shares (Class A) | 20,275 | 50,674 | 78,981 |
| Ownership % (per proxy footnote) | <1%* | <1%* | <1%* |
| RSUs Outstanding (#) | 30,400 (granted 6/7/2023; vest 6/7/2024) | 26,493 (granted 6/11/2024; vest 6/11/2025) | — |
*Represents beneficial ownership of less than 1% (proxy footnote) .
Governance Assessment
- Independence and committee stature: Ladone serves on Audit & Risk and Compensation and meets independence standards at both; Audit & Risk scope includes auditor oversight, ICFR, enterprise risk (including cybersecurity), and related-party review—supportive of board effectiveness .
- Engagement: The Board’s meeting cadence (10 in 2021; 16 in 2022; 18 in 2023; 6 in 2024) and each director’s ≥75% attendance indicate consistent engagement through varied corporate cycles .
- Director pay mix and alignment: In 2024, Ladone’s equity grant ($172,999) exceeded cash fees ($74,501), signaling equity-heavy alignment; time-based RSUs vest annually, with standard committee and board retainers .
- RED FLAGS: RSU awards accelerate and vest in full upon change of control (single-trigger), which can weaken pay-for-performance alignment in transactional scenarios .
- Related-party oversight: Audit & Risk Committee explicitly reviews/approves related person transactions under a formal policy; proxy disclosures outline policy procedures (no Ladone-specific transactions cited in excerpts reviewed) .
- Compensation committee practices: The Compensation Committee uses independent advisors (Aon/Radford) and reports no conflicts of interest; workload of 5–8 meetings annually supports active oversight of executive and director compensation .