Barbara Bodem
About Barbara W. Bodem
Independent director at Enovis since 2022 (age 57), serving on the Audit Committee and designated by the Board as an “audit committee financial expert.” Former public company CFO with deep finance, accounting, and risk management experience across medtech and pharma; prior roles include Interim CFO at Dentsply Sirona (Apr–Oct 2022) and SVP/CFO at Hill‑Rom (2018–2021), with senior finance roles at Hospira and Eli Lilly. Current public boards: BioMarin Pharmaceutical (since 2023) and Option Care Health (since 2024); prior five-year public boards: Syneos Health (2022–2023), Turning Point Therapeutics (2021–2022), Invacare (2017–2018). Board has affirmed her independence (NYSE standards).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsply Sirona Inc. | Interim Chief Financial Officer | Apr–Oct 2022 | Finance leadership, interim CFO responsibility |
| Hill‑Rom Holdings, Inc. | SVP & Chief Financial Officer | 2018–2021 | Public company CFO; finance, accounting, risk mgmt |
| Hospira, Inc. | Senior finance roles | Not disclosed | Finance leadership experience |
| Eli Lilly & Company | Senior finance roles | Not disclosed | Finance leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical, Inc. | Director | 2023–present | Public board experience |
| Option Care Health, Inc. | Director | 2024–present | Public board experience |
| Syneos Health, Inc. | Director (past 5 yrs) | 2022–2023 | Public board, past service |
| Turning Point Therapeutics | Director (past 5 yrs) | 2021–2022 | Public board, past service |
| Invacare Corporation | Director (past 5 yrs) | 2017–2018 | Public board, past service |
| BiomEdit (private) | Director | 2022–present | Private company governance |
| Northstar Medical Radioisotope (private) | Director | 2024–present | Private company governance |
Board Governance
- Committee assignments: Audit Committee member; Audit met 8 times in 2024. Board designated Bodem, Perfall, and Okala as “audit committee financial experts.”
- Independence: Board determined in Feb 2025 that Bodem is independent under NYSE standards.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold at least two per year; Lead Independent Director is Sharon Wienbar (now appointed Chair of the Board).
- Governance policies: anti‑hedging and anti‑pledging; clawback (executives); robust ownership guidelines for directors; majority voting in uncontested elections.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non‑employee director retainer (2024 program) |
| Committee chair fees | N/A | Audit Chair retainer $25,000, but Bodem is a member (not Chair) |
| Lead Independent Director fee | N/A | Applies to Wienbar ($40,000); not applicable to Bodem |
| Meeting fees | None disclosed | Not part of program |
Directors may elect DSUs for cash retainers; Bodem’s 2024 entry shows standard cash, not DSU election.
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| RSUs (annual director grant) | 2024 annual meeting | 4,338 | Vest in full on May 20, 2025 | $221,889 |
| Options (director program) | Outstanding | 7,631 | Options outstanding (exercisable/vesting within 60 days noted in footnotes) | Count as beneficial ownership within 60 days |
- Structure: Director equity is time‑based RSUs; no performance metrics (no PRSUs) tied to director grants.
- DSU elections: RSUs-to‑DSU conversion footnote applies to certain directors (Lalor, Perfall, Wienbar), not Bodem.
Other Directorships & Interlocks
| Company | Relationship to ENOV (potential interlocks) |
|---|---|
| BioMarin Pharmaceutical, Inc. (current) | No ENOV‑disclosed related party transactions; independent status affirmed |
| Option Care Health, Inc. (current) | No ENOV‑disclosed related party transactions; independent status affirmed |
| Syneos Health; Turning Point Therapeutics; Invacare (past) | Past board roles; no ENOV‑disclosed related party exposure |
Compensation Committee interlocks: Company discloses no interlocks or insider participation among CHCM members.
Expertise & Qualifications
- Finance/accounting/risk management expertise; public company CFO experience (Hill‑Rom, Dentsply Sirona interim).
- Medtech and healthcare industry experience.
- Board leadership across audit, nom/gov, and compensation committees; ENOV Audit Committee financial expert designation.
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Shares beneficially owned | 11,550 | As of Mar 24, 2025; “*” indicates <1% of class |
| Percent of class | * | Less than 1% |
| Options exercisable/vesting ≤60 days | 7,631 | Included in beneficial ownership footnote |
| Unvested RSUs outstanding | 4,338 | As of Dec 31, 2024 |
| Ownership guideline | 5× annual cash retainer | Achieved by all directors as of proxy date |
| Pledging/Hedging | Prohibited | Board‑adopted bans for directors/executives |
Say‑on‑Pay & Shareholder Feedback
| Vote (May 21, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 49,556,825 | 872,557 | 47,860 | 1,714,700 |
Director election support (2025): Bodem received 50,389,032 For; 46,982 Against; 41,228 Abstain; strong majority support.
Governance Assessment
- Strengths:
- Audit Committee membership with “financial expert” designation enhances board oversight of controls, reporting quality, and risk (including cybersecurity).
- Confirmed independence and strong election support; at least 75% meeting attendance and presence at 2024 annual meeting indicate engagement.
- Equity-heavy director pay (~$221,889 RSUs vs $70,000 cash in 2024; total $291,889) increases alignment; ownership guideline met; hedging/pledging prohibited.
- Potential watch‑items:
- Multiple concurrent board roles (BioMarin, Option Care Health, plus private boards) require ongoing monitoring of bandwidth; no ENOV‑disclosed conflicts or related‑party transactions involving Bodem.
- Director options exist under legacy director program; ensure no repricing or modification—Company policy disallows option repricing without shareholder approval (applies to equity programs broadly).
No RED FLAGS identified in filings reviewed specific to Bodem: no related‑party transactions, no hedging/pledging, independence affirmed, and strong shareholder support.
Compensation Structure Analysis (Director)
- 2024 mix: Cash $70,000 vs RSUs $221,889 (RSUs vest one year) → equity dominates compensation, favoring alignment over guaranteed pay.
- No performance‑conditioned equity for directors; design emphasizes simple, time‑based RSUs and ownership requirements.
- No meeting fees; clear disclosure of chair retainers (not applicable to Bodem).
Related Party Transactions & Conflicts
- Policy: Related person transactions >$120,000 require approval; assessed for independence impacts.
- Disclosures: Only item noted involves a family member of director Brady Shirley; no Bodem‑related transactions disclosed.
Compensation Committee Analysis
- Composition: CHCM—Angela S. Lalor (Chair), Sharon Wienbar, Rajiv Vinnakota; all independent, non‑employee directors.
- Consultant: FW Cook engaged; assessed independent (committee level).
- Interlocks: None reported.
Notes
- Board attendance and annual meeting participation are disclosed in aggregate; individual attendance percentages are not separately disclosed.
- Director option strike/exercise details are not itemized for Bodem in proxy; outstanding counts are disclosed.