Jeffrey Schwartz
About Jeffrey Schwartz
Jeffrey Schwartz, 46, is Chairman of the Board at Kestra Medical Technologies (KMTS) and has served as a director since 2023; he is Bain Capital’s Chief Operating Officer for its Global Private Equity business with over 20 years of investing experience. He holds a B.A. in Economics from Yale and an MBA from Wharton (Palmer Scholar), and previously worked as an equity research analyst at Lehman Brothers in New York and London . As Chair, he presides over Board meetings and executive sessions and acts as liaison between independent directors and the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital Private Equity | COO, Global PE; previously PE team member | Joined 2004; COO current; PE team 2004–2016 | Co-founded Bain Life Sciences team (2016–2024); focused on healthcare investments |
| Bain Capital Life Sciences | Co-founder and Partner | 2016–2024 | Supported growth of healthcare companies |
| Lehman Brothers | Equity Research Analyst (Aerospace & Defense) | Pre-2004 (prior to Bain) | Research in NY and London |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rapid Micro Biosystems, Inc. (Nasdaq: RPID) | Director | Current | Current public company directorship |
| SpringWorks Therapeutics, Inc. (Nasdaq: SWTX) | Director | Former | Prior public company directorship |
| BCLS Acquisition Corp. | Director | Former | SPAC director role |
Board Governance
- Chairman of the Board; presides over all Board meetings and executive sessions, sets agendas, and serves as liaison between independent directors and CEO .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined all directors except CEO Brian Webster and GC/CAO Traci Umberger are independent under Nasdaq standards, which includes Schwartz .
- Attendance: Board met two times in FY ended April 30, 2025; each director attended at least 75% of Board meetings. Committees were established at IPO and held no meetings in FY2025 .
- Post-AGM composition: Nominating & Governance Committee expected to be Schwartz (Chair), Mary Kay Ladone, and Dr. Elizabeth Kwo; Compensation Committee expected to remain Cohen (Chair), Schwartz, and Kevin Reilly .
| Committee | Role | Members (current/expected) |
|---|---|---|
| Nominating & Corporate Governance | Chair | Jeffrey Schwartz (Chair); post-AGM: Schwartz, Mary Kay Ladone, Elizabeth Kwo |
| Compensation | Member | Raymond W. Cohen (Chair), Jeffrey Schwartz, Kevin Reilly |
| Audit | None | Mary Kay Ladone (Chair), Raymond W. Cohen; expected: add Conor Hanley |
Fixed Compensation
| Element | FY2025 Actual ($) | Policy Rate ($) | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 21,247 | — | Pro-rated from IPO effective date through FY-end |
| Non-Executive Chair Retainer | — | 120,000 | Annual cash retainer per policy |
| Non-Employee Director Retainer | — | 60,000 | Annual cash retainer per policy |
| Nominating Committee Chair Retainer | — | 12,000 | Annual cash retainer per policy |
| Compensation Committee Member Retainer | — | 9,000 | Annual cash retainer per policy |
Performance Compensation
| Instrument | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant for non-employee directors | 185,000 | Fully vests on the one-year anniversary of grant date | None; time-based vesting only |
- FY2025 stock awards for Schwartz: None disclosed; RSUs in FY2025 were issued to Cohen and Ladone tied to IPO conversion, not to Schwartz .
Other Directorships & Interlocks
| Area | Detail | Implication |
|---|---|---|
| Controlling shareholder affiliation | Affiliates of Bain Capital beneficially own 52.6% of KMTS (via Bain Charger Holdings, L.P. and West Affum Holdings, L.P.) | Potential influence and related-party exposure given Schwartz’s Bain role |
| Registration Rights | KMTS assumed a Registration Rights Agreement benefiting certain shareholders including Bain Charger L.P. at IPO | Liquidity rights for Bain affiliates; governance oversight needed |
| Related-Party Practices | KMTS collaborates with Bain Capital affiliates for goods/services on commercially reasonable terms; Audit Committee reviews related person transactions | Active related-party oversight mitigates conflict risk |
Expertise & Qualifications
- 20+ years investing experience; healthcare focus; senior operating role at Bain Capital; prior sell-side research in aerospace/defense .
- Education: Yale University (Economics), Wharton MBA (Palmer Scholar) .
- Board leadership skills; Chair responsibilities and governance oversight .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| KMTS common shares owned | None reported for Schwartz | Beneficial ownership table lists no holdings for Schwartz |
| Options/RSUs outstanding (as of Apr 30, 2025) | None reported for Schwartz | No outstanding awards for non-employee directors except Cohen and Ladone’s restricted shares |
| Ownership % | Not listed | — |
| Pledging/Hedging | Prohibited by Insider Trading Policy (applies to directors) | Policy prohibits pledging, hedging, short sales, derivatives |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | No director-specific transactions disclosed in proxy | — | — | Company reports all Section 16 filings were timely; no delinquent reports |
Governance Assessment
-
Positive signals:
- Independent Chairman structure with regular executive sessions of independent directors enhances oversight and board effectiveness .
- Compensation Committee composed entirely of independent directors; empowered to oversee executive and director pay and to retain compensation consultants .
- Formal Clawback Policy compliant with Nasdaq and Section 10D; applies to current/former Section 16 officers .
- Robust Insider Trading Policy (no hedging, pledging, short sales, or derivatives) supporting alignment and risk control .
- Written Related-Party Transactions Policy with Audit Committee approval requirement for transactions >$120,000 involving insiders .
-
Red flags and watch items:
- Controlling shareholder influence: Bain Capital affiliates own 52.6% of KMTS; Schwartz is Bain Capital’s COO and KMTS Board Chair—heightened risk of perceived conflicts, particularly around nominations, compensation, and strategic transactions; offset by disclosed policies and Audit Committee oversight .
- Registration rights for Bain Charger may affect secondary liquidity dynamics and governance considerations in capital markets actions .
- Board met only two times in FY2025 and committees did not meet (established at IPO); engagement expected to normalize post-IPO, but watch attendance and committee activity cadence .
- Director equity grants are time-based RSUs without performance metrics; while common for non-employee directors, lack of performance linkage reduces direct pay-for-performance alignment; ensure ownership build-up and guideline compliance if/when disclosed .
- No personal KMTS share ownership disclosed for Schwartz as of July 7, 2025, which could weaken “skin-in-the-game” optics given his leadership role; monitor future RSU accruals and any purchases .
-
Other:
- As an “emerging growth company,” KMTS does not conduct Say-on-Pay advisory votes and provides scaled compensation disclosure—relevant for investor expectations on compensation governance .