Mary Kay Ladone
About Mary Kay Ladone
Independent Class III director at Kestra Medical Technologies (KMTS), age 59, serving since 2025 with current term expiring at the 2027 annual meeting . She chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee; the Board has designated her an SEC “audit committee financial expert” with Nasdaq financial sophistication . Ladone brings 35+ years of leadership across large global healthcare companies (Hillrom, Baxalta, Baxter) and holds a B.B.A. in Finance and Business Economics, cum laude, from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill-Rom Holdings, Inc. (Hillrom) | SVP, Corporate Development, Strategy & Investor Relations | 2018–2022 | Led strategic development and investor relations for a global medtech company |
| Hillrom | VP, Investor Relations | 2016–2018 | Built IR function and market communications |
| Baxalta, Inc. | SVP & Corporate Officer, Investor Relations | 2015–2016 | Senior IR leadership at biopharma spin-out |
| Baxter International, Inc. | Progressive finance, operational, and communications roles | 1988–2015 | 27-year career across finance and operations |
External Roles
| Company | Role | Status | Committees (if disclosed) |
|---|---|---|---|
| Novanta Inc. | Director | Current | Not disclosed in KMTS proxy |
| Inogen, Inc. | Director | Current | Not disclosed in KMTS proxy |
| Bioventus LLC | Director | Current (private) | Not disclosed in KMTS proxy |
Board Governance
- Independence: Board determined all directors except the CEO (Webster) and GC/CAO (Umberger) are independent under Nasdaq standards; Ladone is independent and meets heightened audit committee independence requirements .
- Committee leadership: Audit Committee chair; also member of Nominating & Corporate Governance Committee; designated “audit committee financial expert” .
- Committee composition: Audit—Ladone (Chair), Cohen, Bikoff; expected post-AGM composition Ladone (Chair), Cohen, Hanley . Nominating & Governance—Schwartz (Chair), Ladone, Kwo after AGM .
- Attendance: Board met twice in FY2025; all directors attended at least 75% of Board meetings (committees did not meet due to formation at IPO) .
- Tenure and classification: Class III; Director since 2025; term expires at 2027 meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Item | FY2025 Actual (pro-rated) | Policy Detail (Annualized) |
|---|---|---|
| Board cash retainer | $13,712 | $60,000 for non-employee directors |
| Audit Committee Chair retainer | Included in pro-rata total | $25,000 (Chair) |
| Nominating & Governance Committee member retainer | Included in pro-rata total | $6,000 (non-Chair member) |
| Chair of the Board retainer (not applicable to Ladone) | — | $120,000 (non-executive Chair) |
| Compensation Committee retainer (not applicable) | — | $9,000 (non-Chair member) |
Notes:
- FY2025 cash totals reflect pro‑rata accruals from IPO effective date (March 7, 2025) through April 30, 2025 .
- Directors are reimbursed for reasonable travel and related expenses .
Performance Compensation
| Equity Award | Grant/Exchange Date | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted common shares (exchange of unvested partnership units at IPO) | March 7, 2025 | 12,994 shares | $150,000 | One‑third on Oct 7, 2025; Oct 7, 2026; Oct 7, 2027 |
| Annual RSU grant (non‑employee directors continuing post‑AGM) | At 2025 AGM | N/A | $185,000 grant-date value; vests fully at 1‑year anniversary | For directors serving through the AGM; forfeiture upon termination prior to vesting |
- No director performance metrics (TSR, EBITDA, ESG) are disclosed for director equity; RSUs are time‑based .
- No stock options outstanding for non‑employee directors as of April 30, 2025 (other than legacy instruments noted for a resigned director) .
Other Directorships & Interlocks
- Current public boards: Novanta Inc.; Inogen, Inc. .
- Private/other: Bioventus LLC .
- Interlocks/potential conflicts: The proxy discloses affiliates of Bain Capital (large shareholder) may have ordinary‑course arrangements with Kestra; related person transactions are overseen by the Audit Committee chaired by Ladone . No related party transactions involving Ladone are described in the proxy’s related parties section .
Expertise & Qualifications
- Audit committee financial expert and financially sophisticated under SEC/Nasdaq rules .
- Deep healthcare finance, corporate development, and investor relations leadership (Hillrom, Baxalta, Baxter) .
- Education: B.B.A., Finance & Business Economics, cum laude, University of Notre Dame .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail |
|---|---|---|---|
| Mary Kay Ladone | 12,994 | <1% | Restricted common shares; vest one‑third Oct 7, 2025/2026/2027; does not include indirect interests via West Affum Holdings, L.P. without current voting/dispositive power |
- Hedging and pledging are prohibited by Kestra’s Insider Trading Policy (applies to directors) .
Governance Assessment
- Board effectiveness and oversight: Ladone chairs the Audit Committee and is designated the audit committee financial expert; she oversees enterprise and financial risks, internal controls, disclosure processes, and related‑party transaction approvals—key functions for investor confidence in a recent IPO environment . Her background in IR and corporate strategy across large cap healthcare strengthens disclosure quality and market communications .
- Independence and attendance: Independent under Nasdaq with heightened audit committee independence; attended at least 75% of Board meetings in FY2025; committees formed at IPO did not meet in FY2025, reducing available committee attendance data but consistent with IPO timing .
- Alignment and pay structure: Cash retainers plus time‑based RSUs; annual RSU grant ($185k) supports ownership alignment but lacks performance conditions (no TSR/EBITDA gates); vesting schedules foster medium‑term retention . Beneficial ownership is modest (<1%), consistent with a new public listing; prohibitions on hedging/pledging mitigate alignment risks .
- Potential conflicts and risk signals:
- Bain Capital influence (52.6% ownership) presents control dynamics; audit committee chaired by Ladone oversees related‑party transactions, which are disclosed as ordinary course; no Ladone‑specific related transactions are described, mitigating direct conflict risk for her seat .
- As an emerging growth company, Kestra does not hold advisory “say‑on‑pay” votes, limiting shareholder input on compensation; however, this is standard EGC treatment and not director‑specific .
- Overall: Ladone’s audit leadership, financial expertise, and healthcare experience support robust risk oversight and disclosure. Absence of disclosed related‑party ties and prohibited hedging/pledging policies bolster alignment; lack of performance‑conditioned director equity is typical but offers limited pay‑for‑performance signaling .