Susan M. Stalnecker
About Susan M. Stalnecker
Independent Class II director of Bioventus (BVS), age 72, serving since 2020. She chairs the Audit and Risk Committee and sits on the Compliance, Ethics and Culture Committee; the Board has affirmed her independence under Nasdaq rules. Stalnecker is a Senior Advisor at Boston Consulting Group (since March 2016) and previously held multiple Vice President roles at DuPont across Treasury/M&A, Risk Management, Government & Consumer Markets, and Productivity & Shared Services; she holds an MBA from Wharton and a BA from Duke. Her current Class II term expires at the 2026 annual meeting as part of Bioventus’ phased declassification of the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E.I. duPont de Nemours and Co. (DuPont) | Vice President roles: Treasurer & M&A; Risk Management; Government & Consumer Markets; Productivity & Shared Services | 1976–2016 | Extensive finance, risk, M&A leadership; qualifying experience for “audit committee financial expert” designation at BVS |
| Boston Consulting Group | Senior Advisor | Mar 2016–present | Strategic advisory experience; governance and risk oversight perspective |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Leidos Holdings, Inc. | Director | Current | Audit & Finance Committee member |
| Optimum Funds McQuairie | Director | Current | Audit Committee member |
| Duke Health System | Trustee | 2009–2023 | Compliance, Audit, and Finance Committees |
Board Governance
- Committee assignments and roles:
- Audit and Risk Committee: Chair; met 8 times in 2024; responsibilities include auditor oversight, financial reporting, internal controls, enterprise risk (including cybersecurity), related party transaction approvals, and the audit committee report. Stalnecker is designated an “audit committee financial expert.”
- Compliance, Ethics and Culture Committee: Member; met 4 times in 2024; oversight of compliance program and product quality management system.
- Independence: Board determined Stalnecker is independent under Nasdaq rules.
- Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings; the board held 6 meetings. (For context, in 2023, the board met 18 times and each director met the 75% threshold.)
- Board structure: Declassification approved in 2024; directors are transitioning to annual elections by 2026. Stalnecker is a continuing Class II director with a term expiring at the 2026 meeting.
Fixed Compensation
| Component | Policy Basis (2024) | Amount (USD) | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $55,000 | $55,000 | Standard non-employee director cash retainer |
| Audit & Risk Committee Chair Retainer | $20,000 (2024) | $20,000 | Chair retainer was $20k in 2024; increases to $25k thereafter |
| Compliance, Ethics & Culture Committee Member Retainer | $5,000 | $5,000 | Non-chair member retainer |
| Total Cash Fees (2024 actual) | Sum of above | $80,000 | Matches director compensation table for Stalnecker |
| Annual RSU Award (grant-date fair value) | $173,000 (2024) | $172,999 | RSUs time-based vesting; accelerates on change of control |
RSU grant specifics:
- Grant date: June 11, 2024; Shares: 26,493; Vesting: June 11, 2025 (or immediately prior to the annual meeting if sooner).
- Policy update: From 2025, standard annual RSU grant value increases to $215,000; Board Chair receives additional $50,000 RSUs.
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Company performance metrics (Revenue, EBITDA, TSR, ESG) | No | Non-employee director RSUs are time-based; no performance conditions disclosed; awards accelerate on change of control per 2021 Incentive Plan |
Other Directorships & Interlocks
| Company | Potential Interlock/Relationship | Notes |
|---|---|---|
| Leidos Holdings, Inc. | None disclosed with BVS | External directorship with audit & finance committee service |
| Optimum Funds McQuairie | None disclosed with BVS | External directorship with audit committee service |
Context on board designations and influence:
- Stockholders Agreement allows EW Healthcare Partners and Smith & Nephew to designate certain BVS directors (Neels, Sutter, Cowdy). This can influence board composition; Stalnecker is not a designee under this agreement.
Expertise & Qualifications
- Audit committee financial expert designation; deep finance/treasury, M&A and risk management background (DuPont).
- Senior strategic advisory experience (BCG).
- Education: MBA (Wharton), BA (Duke).
Equity Ownership
| Metric | FY 2024 (as of 4/15/2024) | FY 2025 (as of 4/7/2025) |
|---|---|---|
| Shares owned directly | 49,064 | 79,464 |
| RSUs that may vest within 60 days | 30,400 | 26,493 |
| Total beneficial ownership (shares) | 79,464 | 105,957 |
| Options (exercisable/unexercisable) | None disclosed for director | None disclosed for director |
| Ownership (% of shares outstanding) | <1% (*) | <1% (*) |
(*) Represents beneficial ownership of less than 1%, per proxy table note.
Anti-hedging/pledging: Company Insider Trading Policy prohibits hedging instruments (swaps, collars, exchange funds) for directors; no pledging or hedging by Stalnecker is disclosed.
Insider Trades (Form 4 filings)
| Filing Date | Description | Source |
|---|---|---|
| 2025-06-02 | Statement of changes in beneficial ownership (Form 4) | |
| 2025-06-04 | Statement of changes in beneficial ownership (Form 4) |
Governance Assessment
-
Strengths
- Chair of Audit and Risk with “financial expert” designation; directly oversees financial reporting quality, controls, enterprise risk and related-party screening—a strong investor-confidence signal.
- Confirmed independent director; consistent attendance at or above governance thresholds (≥75%).
- Equity alignment via annual RSUs; time-based vesting and change-of-control acceleration are standard, with cash retainer/committee fees balanced against equity grants.
- Company-level guardrails: anti-hedging policy for directors; clawback (Compensation Recovery Policy) for executives enhances overall governance culture.
-
Potential conflicts and considerations
- Board composition influenced by Stockholders Agreement (EW, Smith & Nephew designees), which can affect board dynamics; ongoing vigilance on independence of committees (Audit chaired by Stalnecker, independent) mitigates risk.
- No Stalnecker-specific related-party transactions disclosed; audit committee role includes review/approval of any such transactions, providing a control checkpoint.
-
Signals
- 2024 board declassification and move to annual director elections by 2026 improves accountability and investor influence over board composition.
- Audit fees and pre-approval discipline indicate an active audit oversight environment under her chairship.
-
RED FLAGS
- None disclosed related to Stalnecker: no attendance shortfalls, no related-party exposure, no hedging/pledging disclosures.
Director Compensation Policy Summary (Context)
- Cash: $55,000 annual retainer; committee retainers (2024 levels: Audit Chair $20k; Audit member $10k; Compliance member $5k; increasing to Audit Chair $25k/Audit member $12.5k in 2025).
- Equity: Annual RSUs (2024 $173k grant value; 2025 $215k), time-based vesting; Board Chair receives additional $50k RSU from 2025.
- Meeting fees: Not disclosed; compensation structured via retainers and annual RSUs.
- Change-in-control: RSUs accelerate and vest in full.
Attendance and Committee Activity (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board | 6 | Each director attended ≥75% of board and committee meetings |
| Audit and Risk Committee | 8 | Stalnecker as Chair; audit oversight and related-party policy enforcement |
| Compliance, Ethics and Culture Committee | 4 | Member; compliance program oversight and product quality |