Robert E. Claypoole
About Robert E. Claypoole
Robert E. Claypoole, 53, has served as President, Chief Executive Officer, and Director of Bioventus since January 2024. He previously led Mölnlycke Health Care’s Wound Care division with full responsibility for a $1.2B business and held senior roles at Mölnlycke, Medtronic/Covidien, and Johnson & Johnson; he holds a BA and MBA from Cornell University . Under his leadership, Bioventus reported “four consecutive quarters of significant revenue growth” in 2024 alongside improved profitability and cash flow, per his shareholder letter . He is a Class I director up for election until the 2026 Annual Meeting; as a management director, he is not an “independent” director under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mölnlycke Health Care | Executive Vice President, Wound Care (full P&L on ~$1.2B business) | Jul 2021–Jan 2024 | Led a large global wound care portfolio; operational excellence and commercial execution . |
| Mölnlycke Health Care | Executive Vice President & President, US; Officer of Mölnlycke Health Care US, LLC & Mölnlycke Manufacturing US, LLC | Mar 2017–Jul 2021 | U.S. leadership and manufacturing oversight; go-to-market and organizational effectiveness . |
| Medtronic/Covidien | Global VP & GM, Soft Tissue Repair & Hemostats | Dec 2012–Apr 2016 | Global general management; product and commercial leadership . |
| Medtronic/Covidien | Global VP & GM, Obesity & Metabolic Health | Apr 2016–Mar 2017 | General management across obesity/metabolic portfolio . |
| Medtronic/Covidien | VP, Executive Operations; VP, Global Marketing (France); VP, US Marketing | Various | Operational leadership and global/US marketing across devices; international experience . |
| Johnson & Johnson Vision Care | Marketing roles | Pre-2007 | Progressive marketing responsibility in consumer/med-tech . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZetrOz Inc. | Director | Jan 2014–Jan 2016 | Governance oversight for medical technology company . |
| Association of periOperative Registered Nurses | Director | Dec 2017–Dec 2020 | Board service for professional association; healthcare network reach . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary earned | $780,328 | Salary earned during 2024 . |
| Base salary rate (as of 12/31/2024) | $800,000 | Annual rate at year-end . |
| Hiring bonus | $750,000 | Paid in 2024 . |
| All other compensation | $30,498 | Includes perqs (e.g., phone reimbursement); standard benefits . |
Performance Compensation
Short-Term Incentive (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Global Revenue; Adjusted Global EBITDA; Quality; Cash Flow (composite) | Not disclosed | 100% of eligible earnings | 153.6% achievement | $1,198,584 cash | Annual AIP; paid for 2024 . |
Long-Term Incentives – 2024 Grants
| Instrument | Grant Date | Shares/Options | Fair Value | Strike | Expiration | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 01/11/2024 | 375,000 | $1,833,750 | — | — | 4 equal annual tranches on each anniversary of Jan 10, 2024 . |
| Stock Options | 01/11/2024 | 850,000 (unexercisable at YE2024) | $1,785,850 | $4.89 | 01/11/2034 | 4 equal annual tranches on each anniversary of Jan 10, 2024 . |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Components |
|---|---|---|---|
| Robert E. Claypoole | 277,464 | <1% | 64,964 direct shares; 212,500 options vested/vesting within 60 days of Apr 7, 2025 . |
As of the April 7, 2025 record date, Bioventus had 66,230,810 Class A and 15,786,737 Class B shares outstanding . Anti-hedging: Directors and officers are prohibited from hedging company stock under the Insider Trading Policy; pledging policy is not disclosed in the proxy .
Outstanding Awards (as of 12/31/2024)
| Award | Quantity | Status/Value |
|---|---|---|
| Unvested RSUs | 375,000 | Market value $3,937,500 at $10.50/share YE2024 . |
| Unexercisable Options | 850,000 | Strike $4.89; expire 01/11/2034 . |
| Options vested/vesting within 60 days | 212,500 | Included in beneficial ownership components . |
Ownership Guidelines
- Executive/Director stock ownership guidelines not disclosed in the proxy; non-employee director equity policy detailed separately (not applicable to CEO director compensation) .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Effective Jan 10, 2024; CEO and Director . |
| Severance (no CIC) | 18 months’ base salary; 150% of target annual cash incentive; 18 months COBRA; installments over 18 months; subject to release and covenant compliance . |
| Severance (with CIC, double-trigger) | 24 months’ base salary; 200% of target annual cash incentive; 24 months COBRA; full acceleration of all equity; lump sum within 60 days; subject to release and covenants . |
| Restrictive covenants | 12-month non-compete/non-solicit; increased to 18 months if CIC severance; perpetual confidentiality and non-disparagement . |
| Clawback policy | Dodd-Frank 10D-compliant; 3-year lookback; recoup on restatements for incentive comp tied to financial measures; “no-fault” basis; computed pre-tax . |
| Section 280G | Cut-back to avoid excise tax if more favorable after-tax; no gross-ups disclosed . |
| Benefits | 401(k) match: 100% of first 4% + 50% of next 2%; standard medical/dental/vision; executive physical available starting 2024; phone reimbursement . |
Board Governance
- Board service: Class I director; term expires at the 2026 Annual Meeting after election at 2025 Annual Meeting; Board transitioning to annual election by 2026 .
- Committee roles: None; as CEO, he does not sit on Board committees; the Board maintains Audit & Risk, Compensation, Compliance/Ethics/Culture, and Nominating/Governance committees populated by independent directors .
- Independence: The proxy lists independent directors and does not include the CEO among them; he is not independent under Nasdaq rules .
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Governance context: Stockholders Agreement provides designated nominees for certain seats (Essex and Smith & Nephew), influencing director elections .
Compensation Committee Analysis
- Composition: John A. Bartholdson (Chair), Mary Kay Ladone, Guido J. Neels—each qualifies under Nasdaq’s heightened independence standards and as non-employee directors .
- Equity grant practices: Annual grants typically in spring; new-hire grants ~1 month after hire; Committee states it does not consider MNPI in timing .
- Risk oversight: Compensation Committee monitors whether policies encourage excessive risk-taking; Audit & Risk oversees enterprise risk; Nominating/Governance oversees governance guidelines .
Performance Compensation Structure Analysis
- Mix and alignment: 2024 pay combined cash (salary + hiring bonus) with significant AIP payout and substantial equity awards (RSUs and options vesting over 4 years), aligning retention and long-term value creation .
- Metric rigor: AIP metrics included revenue, adjusted EBITDA, quality, and cash flow; payout at 153.6% suggests above-target performance versus scorecard; specific metric weightings not disclosed .
- Equity risk profile: Shift toward RSUs plus options in 2024 (new-hire grants) with multi-year vesting; no option repricing disclosed .
Equity Ownership & Insider Activity Signals
- Skin-in-the-game: Beneficial ownership <1% with direct shares and near-term vesting options; substantial unvested RSUs and long-dated options support retention .
- Hedging/Pledging: Hedging prohibited; pledging not disclosed—absence of a disclosed no-pledging policy warrants monitoring .
Director Compensation (for context)
- Non-employee director policy includes cash retainers and annual RSU grants; not applicable to the CEO as an employee director .
Say-on-Pay & Shareholder Feedback
- Advisory vote percentages are not disclosed in the 2025 proxy extracts provided; no additional shareholder proposal vote outcomes relevant to CEO pay noted in the cited sections .
Investment Implications
- Strong short-term execution is reflected in 2024 AIP payout at 153.6% and significant equity awards; multi-year vesting reduces near-term voluntary attrition risk and may temper insider selling pressure until tranches vest over 2025–2028 .
- Severance and CIC terms (double-trigger with equity acceleration and 200% target bonus) imply meaningful change-of-control economics; coupled with anti-hedging and a robust clawback policy, compensation design balances retention with shareholder protections .
- Governance safeguards appear solid: independent committees, attendance, and risk oversight; the dual CEO/Director role is standard, with committee independence mitigating concentration of power .
- Monitoring items: absence of disclosed pledging restrictions, designated board seats under the Stockholders Agreement, and limited disclosure on executive stock ownership guidelines—areas to watch for alignment and potential governance friction .