John DeFord
Director at GMED
Board
About John A. DeFord
John A. DeFord, Ph.D. (age 63) is an independent director of Globus Medical (GMED) serving since September 2023; he sits on the Nominating and Corporate Governance Committee. He holds B.S. and M.S. degrees in electrical engineering and a Ph.D. in electrical/biomedical engineering from Purdue University. His background spans CTO and R&D leadership at BD and Bard, venture investing, and CEO experience at Cook Incorporated; he currently serves as Chairman, CEO, and President of Samothrace Medical Innovations. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Becton, Dickinson and Company (BD) | Executive Vice President & Chief Technology Officer | Jun 2018–May 2021 | Led global medtech innovation; retired in May 2021. |
| BD – Interventional Segment | SVP, Research & Development | Dec 2017–Jun 2018 | R&D leadership following acquisition of C.R. Bard. |
| C.R. Bard | SVP, Science, Technology & Clinical Affairs | Jun 2007–2017 | Senior leadership post; joined Bard in 2004 in science/technology roles. |
| Early Stage Partners | Managing Director | Prior to 2004 | Venture capital fund management. |
| Cook Incorporated | President & CEO | Prior to Early Stage Partners | Privately held medical device manufacturer; operating leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samothrace Medical Innovations | Chairman, CEO & President | Current | Operating leadership in medtech innovation. |
| Maravai LifeSciences Holdings (NASDAQ: MRVI) | Director | Current | Public company board experience in life sciences tools. |
| Nordson Corporation (NASDAQ: NDSN) | Director | Current | Public company board experience in industrial/medtech. |
| NuVasive | Director | Feb 2018–Sep 2023 | Board service prior to GMED’s acquisition integration. |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair.
- Independence and attendance: Board affirmed DeFord is independent; each director attended ≥75% of Board and committee meetings in 2024. Board held five regular and two special meetings in 2024.
- Committee activity: Nominating & Corporate Governance Committee did not meet in 2024 and conducted business by written consent; Compensation Committee held one meeting; Audit Committee held four meetings.
- Controlled company status: GMED relies on NYSE “controlled company” exemptions; Nominating & Governance and Compensation Committees include executive insiders and are not composed entirely of independent directors.
- Lead Independent Director and executive sessions: Role reinstated Feb 2025 (Jim Tobin); non-management directors meet in executive session at least annually.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer. |
| Committee membership fee | $10,000 | Per committee membership; DeFord serves on Nominating & Governance → $10,000. |
| Committee chair fee | $0 | Not a chair (Audit chair receives $30,000; not applicable to DeFord). |
| Meeting fees | None disclosed | No per-meeting fees disclosed. |
| Reimbursements | Standard expense reimbursement | Travel/meeting-related expenses reimbursed. |
| Total cash (reported) | $80,000 | Fees earned or paid in cash. |
Performance Compensation
| Equity Award | Grant Date | Shares | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock option (non-employee director) | Jan 2024 | 15,000 | $53.75/share | Vests in full on 1-year anniversary of vest commencement | $386,896 (ASC 718) |
- Performance metrics tied to director pay: None disclosed for directors; equity consists of option grants rather than PSUs/TSR-linked awards.
- Clawback: Equity Incentive Plan includes forfeiture and claw-back provisions (Article 10.5).
- Change-in-control: Plan defines “Change in Control”; award treatment governed by plan terms, not director-specific provisions disclosed.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Maravai LifeSciences (MRVI) | Director | Life sciences tools; no GMED related-party transactions disclosed. |
| Nordson (NDSN) | Director | Industrial/medtech supplier; no GMED related-party transactions disclosed. |
| NuVasive (prior) | Director | Prior board service through Sep 2023; GMED acquired NuVasive; no related-party transactions disclosed post-2024. |
- Compensation committee interlocks: Company discloses no interlocking relationships between GMED’s Compensation Committee and other companies.
Expertise & Qualifications
- Advanced technical credentials (Ph.D. electrical/biomedical engineering) plus engineering degrees from Purdue; deep medtech R&D and CTO experience at BD/Bard; prior CEO/operator experience at Cook; current CEO at Samothrace.
- Committee relevance: Nominating & Governance experience with board evaluation, composition, and governance frameworks.
Equity Ownership
| Holder | Shares Owned (Class A) | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % of Class A | Notes |
|---|---|---|---|---|---|
| John A. DeFord, Ph.D. | 15,578 | 21,250 | 36,828 | <1% | Beneficial ownership per Item 403; options counted if exercisable within 60 days of 3/31/2025. |
| Outstanding director options (total subject to options) | — | — | 30,000 | — | Total options subject to outstanding stock options for DeFord. |
- Hedging/pledging: Company policy prohibits directors/officers from holding stock in margin accounts, pledging, or engaging in hedging/monetization transactions.
- Stock ownership guidelines: Not disclosed for directors.
Governance Assessment
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Positives
- Independent director with strong medtech R&D and operating credentials; brings technical and product development oversight strength.
- Audit Committee is fully independent with financial experts; broader board attendance ≥75% in 2024.
- Lead Independent Director role reinstated; executive sessions held annually.
- No related-party transactions involving directors/executives in 2024+; Section 16 compliance broadly timely (late filings noted for others, not DeFord).
- Anti-hedging/pledging policy enhances alignment.
-
Concerns / RED FLAGS
- Controlled company relying on NYSE exemptions: Nominating & Governance and Compensation Committees include executive insiders and are not entirely independent—potential influence risks over nominations/compensation.
- Nominating & Governance Committee did not meet in 2024 (business by written consent), and Compensation Committee held only one meeting—limited formal committee engagement could signal governance process weakness.
- Director equity awarded as options with time-based vesting; no disclosed performance-linked equity (PSUs/TSR) for directors, limiting explicit pay-for-performance alignment at board level.
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Overall view: DeFord’s technical depth and prior C-suite roles support board effectiveness, especially for innovation and product oversight. Governance structure risks stem from controlled company status and committee composition/activity; reinstatement of Lead Independent Director is a positive counterbalance.