Daniel Wolterman
Director at GMED
Board
About Daniel J. Wolterman
Daniel J. Wolterman (age 68) has served on Globus Medical’s (GMED) Board since September 2023. He is currently CEO of Wolterman Consulting, LLC, and previously served as President & CEO of Memorial Hermann Health System (2002–2016), CEO of ColubrisMX and X‑Cath (2018–2019), and as a director and later Board Chair of NuVasive, Inc. (2015–2023). He holds a B.S. in business administration, an MBA in finance (University of Cincinnati), and an MHA (Xavier University). He is an independent director with his current GMED board term expiring in 2027 and serves on the Compensation Committee. He also serves on the board of directors of Hyperfine.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Hermann Health System | President & CEO | 2002–May 2016 | Led largest non-profit health system in SE Texas |
| ColubrisMX | Chief Executive Officer | Jan 2018–May 2019 | Privately held medical device firm |
| X‑Cath | Chief Executive Officer | Jan 2018–May 2019 | Privately held medical device firm |
| NuVasive, Inc. | Director; Board Chair | Director: Jul 2015–Sep 2023; Chair: May 2021–Sep 2023 | Governance leadership during pre-merger period |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wolterman Consulting, LLC | Chief Executive Officer | Current | Strategic/operational consulting to healthcare providers |
| Hyperfine | Director | Current | Public company directorship; network/industry insight |
Board Governance
- Committee assignments: Member, Compensation Committee; committee comprised of independent directors plus Executive Chairman David C. Paul, who has served on the committee since 2007.
- Independence: Board determined Mr. Wolterman meets NYSE independence standards.
- Attendance: In 2024 the Board held five regular and two special meetings; each director attended at least 75% of Board and committee meetings.
- Board leadership/structure context: GMED is a “controlled company” under NYSE rules due to >50% voting power held by Executive Chairman David C. Paul; GMED relies on certain governance exemptions (e.g., Compensation and Nominating Committees not entirely independent). Lead Independent Director role was reinstated in Feb 2025 (Jim Tobin).
Fixed Compensation
| Component (FY2024) | Amount (USD) | Details |
|---|---|---|
| Annual Cash Retainer | $70,000 | Standard for non‑employee directors in 2024 |
| Committee Membership Fee | $10,000 | Per committee; applies to Compensation Committee membership |
| Total Cash Fees | $80,000 | Reported for Wolterman |
- Audit Committee Chair fee was $30,000 (not applicable to Wolterman). GMED reimburses Board-related expenses.
Performance Compensation
| Equity Component | Grant/Status | Quantity/Value | Terms |
|---|---|---|---|
| Option Awards (FY2024 reported fair value) | Granted in 2024 | $331,524 | ASC 718 fair value reported in director compensation table |
| Outstanding Director Stock Options (as of 12/31/2024) | Outstanding | 30,000 options | Director-level count at year-end |
| Options Exercisable within 60 days (as of 3/31/2025) | Currently exercisable window | 21,250 options | Included in beneficial ownership computation |
- Company narrative notes January 2024 grants of 15,000 options to certain directors at $53.75 strike with one-year vesting; the proxy does not specifically list Wolterman among those January grantees, though his 2024 option value is disclosed above.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Hyperfine | Director | Current external public board; healthcare device/software adjacency |
| NuVasive, Inc. | Director; Board Chair (May 2021–Sep 2023) | Pre-merger leadership; GMED’s CEO led acquisition of NuVasive (contextual tie). No related-party transactions disclosed post-merger. |
Expertise & Qualifications
- Education: B.S. (business administration), MBA (finance, University of Cincinnati), MHA (Xavier University).
- Industry experience: 40+ years in healthcare; leadership of large health system; medical device CEO experience; governance experience as NuVasive chair and Hyperfine director.
- Committee-relevant expertise: Compensation oversight experience; independent director status.
Equity Ownership
| Measure (as of dates noted) | Amount |
|---|---|
| Total beneficial ownership (Class A) | 45,275 shares; less than 1% of outstanding Class A shares |
| Breakdown | 24,025 shares outstanding; 21,250 options exercisable within 60 days (3/31/2025) |
| Director-level outstanding options (12/31/2024) | 30,000 options |
| Hedging/pledging policy | Directors and Section 16 officers are prohibited from holding GMED stock in margin accounts, pledging as collateral, or engaging in hedging/monetization transactions. |
Note: The proxy does not disclose director stock ownership guidelines or Wolterman’s compliance status. (no guideline details found)
Governance Assessment
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Strengths:
- Independent director with deep healthcare operator and device leadership background; sits on Compensation Committee.
- Solid engagement: met attendance threshold; Board reinstated Lead Independent Director role, adding independent leadership to executive sessions.
- Compensation mix emphasizes equity options, aligning director incentives with shareholder value (2024: $80k cash vs. $331.5k option fair value).
- No related-party transactions identified for 2024; no family relationships with executives/directors.
-
Watch items / RED FLAGS:
- Controlled company status: Compensation and Nominating Committees are not entirely independent and include Executive Chairman David C. Paul—reduces check-and-balance rigor on pay and nominations.
- Ownership alignment: beneficial ownership is less than 1%; while options exist, absolute share ownership is modest, and stock ownership guideline details are not disclosed—limits visibility on “skin-in-the-game.”
-
Implications for investors:
- Wolterman’s operational and health system expertise is additive to strategic oversight, particularly post NuVasive acquisition; his Compensation Committee role helps shape pay programs.
- Controlled company governance structure is a persistent risk-factor; monitoring compensation decisions and shareholder feedback is prudent given committee composition and exemption reliance.
Appendix References
- Biography, age, education, service since Sep 2023; Hyperfine current directorship; NuVasive prior chair/director:
- Board/committee roster (as of Apr 1, 2025); Wolterman committee membership; term expiry 2027:
- Independence, attendance, controlled company status; Lead Independent Director reinstatement:
- Director compensation table (FY2024) for Wolterman; option fair value; fees:
- Director fee/option program details; outstanding director options count; Jan 2024 grant terms to certain directors:
- Beneficial ownership table (as of Mar 31, 2025) for Wolterman; footnote breakdown of shares/options:
- Hedging/pledging prohibitions: