Philip G. Cowdy
About Philip G. Cowdy
Philip G. Cowdy (age 57) is an independent director of Bioventus Inc. and has served on the Board since September 2020. He is Chief Business Development and Corporate Affairs Officer at Smith & Nephew plc (since 2018), previously holding senior corporate affairs and investor relations roles at Smith & Nephew and serving 13 years as a Senior Director at Deutsche Bank. He holds a B.Sc. in Natural Sciences from Durham University (UK) and is a qualified chartered accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bioventus LLC | Board of Managers | Jan 2012–Oct 2017; Jul 2018–IPO | Audit, compliance and quality committee member |
| Deutsche Bank | Senior Director | 13 years (prior to 2008) | Corporate finance and ECM advice to UK companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smith & Nephew plc | Chief Business Development & Corporate Affairs Officer | 2018–present | Executive leadership; prior EVP Business Development & Corporate Affairs and IR roles |
Board Governance
- Committee assignments: Nominating and Corporate Governance; not a Chair .
- Independence: Board determined Cowdy is independent under Nasdaq rules .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Board met 6 times, Nominating Committee met once .
- Board leadership: Independent Chair (William A. Hawkins); no Lead Director because the Chair is independent .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | $0 | Cowdy does not receive compensation for Board service as an employee of Smith & Nephew |
| Committee Membership Fees | $0 | No fees paid |
| Committee Chair Fees | $0 | Not applicable |
| Meeting Fees | $0 | Not disclosed; none paid |
| Equity (RSUs) | $0 | No director RSU grant to Cowdy |
Context on director policy (not paid to Cowdy): Standard non‑employee director cash retainer $55,000; Committee chair/member retainers and annual RSU grant value $173,000 in 2024, increased to $215,000 in 2025 (Chair receives extra $50,000 RSU value from 2025) .
Performance Compensation
| Metric Type | Target / Design | Payout |
|---|---|---|
| Director Performance‑Linked Pay | None disclosed/applicable | Cowdy receives no director incentive compensation |
Other Directorships & Interlocks
| Entity | Role/Relationship | Potential Interlock/Influence |
|---|---|---|
| Smith & Nephew (S&N; SN Members) | Cowdy is S&N executive; SN Members hold 26.8% combined voting power and have designation rights for up to two Board nominees | Cowdy was designated by SN Members per Stockholders Agreement; SN Members and Essex Members retain significant governance rights (e.g., changes in Board size/committees require their approval while above ownership thresholds) |
Expertise & Qualifications
- Finance and capital markets (chartered accountant; Deutsche Bank ECM/corporate finance) .
- Corporate affairs, investor relations, and strategic planning at Smith & Nephew .
- Prior governance experience on BV LLC board committees (audit, compliance, quality) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Combined Voting Power |
|---|---|---|---|---|
| Philip G. Cowdy | 11,700 | <1% | — | <1% |
Additional alignment:
- Anti‑hedging policy prohibits directors from hedging/offsetting economic exposure to company equity, supporting alignment .
Governance Assessment
- Board effectiveness: Cowdy contributes finance and corporate affairs expertise; serves on Nominating and Corporate Governance Committee, aligning with his background in governance and investor relations .
- Independence and engagement: Formally independent under Nasdaq rules and satisfies attendance expectations; Nominating Committee met once in 2024 (focus on director selection/structure) .
- Ownership alignment: Holds 11,700 Class A shares; no director RSUs or options outstanding—alignment is present but modest relative to peers receiving annual RSUs .
- Potential conflicts and red flags:
- Interlock/Influence: As an S&N executive and SN‑designated director, Cowdy’s fiduciary duties to all shareholders coexist with SN Members’ substantial voting power (26.8%) and nomination/governance rights—this concentration of influence is a governance sensitivity investors should monitor .
- Related‑party ecosystem: Company maintains Tax Receivable Agreement and LLC structure involving SN as Continuing LLC Owner; while not director‑specific, these arrangements can affect cash flows and governance dynamics during control changes or tax disputes .
- Compensation signals: No director compensation paid to Cowdy due to his S&N employment; avoids pay‑related conflicts at Bioventus, but reduces equity‑based alignment compared with other non‑employee directors who receive annual RSUs .