Raymond W. Cohen
About Raymond W. Cohen
Independent Class II director of Kestra Medical Technologies, Ltd. (KMTS) since 2025; age 66; current term expires at the 2026 Annual Meeting . He serves as a member of the Audit Committee and chair of the Compensation Committee; the Board has determined he is independent under Nasdaq standards . Background includes a decade-plus operating and board leadership in medtech: CEO and director of Axonics, Inc. until its sale to Boston Scientific in Nov-2024; chairman of SoniVie Ltd. until its sale to Boston Scientific in Mar-2025; B.S. in Business Management from Binghamton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axonics, Inc. (Nasdaq: AXNX) | Chief Executive Officer and Director | 2013–late 2024; sold to Boston Scientific in Nov-2024 | Led company through growth and sale to Boston Scientific (NYSE: BSX) |
| SoniVie Ltd. | Chairman of the Board | 2023–2025; acquired by Boston Scientific in Mar-2025 | Led board through sale process |
| Kestra Medical Technologies, Inc. (subsidiary) | Director | 2024–2025 | Pre-IPO subsidiary board service |
| BioLife Solutions Inc. (Nasdaq: BLFS) | Chairman of the Board | Previously (dates not disclosed) | Prior public company chair experience |
| Spectrum Pharmaceuticals Inc. (Nasdaq: SPPI) | Director | Previously (dates not disclosed) | Prior public company board experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Nalu Medical Inc. | Chairman of the Board | Privately held |
| Archimedes Vascular | Chairman of the Board | Privately held |
| Tulavi Medical | Vice Chairman of the Board | Privately held |
| Spectrum Vascular | Director | Private equity sponsor–backed |
Board Governance
- Board structure and independence
- KMTS has a classified board (Classes I–III) with declassification beginning after the 2031 annual meeting . The Board determined all directors other than the CEO and GC/CAO are independent under Nasdaq rules (Cohen is independent) .
- Independent directors meet in regularly scheduled executive sessions .
- Committee assignments and leadership
- Audit Committee: Member (current members: Mary Kay Ladone (chair), Raymond W. Cohen, Maxwell Bikoff; expected post-AGM: Ladone (chair), Cohen, Conor Hanley) .
- Compensation Committee: Chair (members: Cohen (chair), Jeffrey Schwartz, Kevin Reilly; no changes expected post-AGM) .
- Nominating & Corporate Governance Committee: Not listed as a member; committee chaired by Jeffrey Schwartz with members including Mary Kay Ladone; expected to include Dr. Elizabeth Kwo post-AGM .
- Attendance and engagement
- Board met 2 times in FY2025; each director attended at least 75% of Board meetings to the extent appointed at the time; committees were established at IPO and held no FY2025 meetings .
- Related-party oversight and policies
- Audit Committee reviews and approves related-party transactions; a written policy governs such reviews .
- Insider Trading Policy prohibits hedging, short sales, derivatives, margin and pledging of company stock .
- Clawback policy compliant with Nasdaq and Exchange Act Section 10D (applies to Section 16 officers) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – non‑employee director | $60,000 | Director Compensation Policy (pro‑rated for partial year) |
| Additional retainer – Compensation Committee Chair | $18,000 | Applies to Cohen as chair |
| Additional retainer – Audit Committee member (non‑chair) | $12,000 | Applies to Cohen as member |
| FY2025 actual cash fees (pro‑rated) | $13,562 | Reported for Cohen for period from IPO effective date to FY end |
The Director Compensation Policy does not provide separate meeting fees; retainers are pro‑rated for partial years and may be revised by the Board .
Performance Compensation
| Award Type | Grant/Conversion Date | Quantity/Terms | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Common Shares (time‑based) | Mar 7, 2025 | 12,994 restricted common shares issued in IPO conversion of unvested partnership units | $150,000 | Vests 1/3 on Jul 24, 2025; 1/3 on Jul 24, 2026; 1/3 on Jul 24, 2027 |
| Annual RSU grant policy (non‑employee directors) | As of each annual meeting | Annual RSU grant valued at $185,000 to continuing non‑employee directors | $185,000 | Fully vests on the one‑year anniversary of grant |
No director performance metrics (e.g., TSR/EBITDA hurdles) are disclosed for director equity; awards are time‑based .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Cohen |
| Prior public company directorships | Axonics, Inc. (CEO & Director); BioLife Solutions Inc. (Chairman); Spectrum Pharmaceuticals Inc. (Director) |
| Compensation Committee interlocks | None; no member of the Compensation Committee has served as a KMTS officer/employee; no executive officer of KMTS served on another entity’s board or comp committee with interlocks in FY2025 |
Expertise & Qualifications
- Multi‑decade medtech operator with CEO experience at Axonics; executed two notable portfolio exits as board leader (Axonics to BSX Nov‑2024; SoniVie to BSX Mar‑2025) .
- Governance credentials include multiple chair roles (compensation chair at KMTS; chair at several private medtech companies) .
- Education: B.S. in Business Management, Binghamton University .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Vesting/Status | Pledging/Hedging |
|---|---|---|---|---|
| Raymond W. Cohen | 12,994 shares (restricted) | <1% | Restricted shares vest 1/3 on Jul 24, 2025; 1/3 on Jul 24, 2026; 1/3 on Jul 24, 2027 | Company policy prohibits pledging, short sales, derivatives, and hedging |
As of Jul 7, 2025, KMTS had 51,348,656 shares outstanding for beneficial ownership calculations .
Governance Assessment
- Independence and oversight
- Cohen is an independent director and chairs the Compensation Committee; all committee members meet Nasdaq/SEC independence requirements, supporting independent oversight of pay and related‑party matters .
- Audit Committee membership (with an audit committee financial expert on the committee) and clear delegation of related‑party review bolster financial oversight .
- Alignment and incentives
- Director pay mix includes fixed cash retainers and time‑based equity; FY2025 reported $13,562 cash and $150,000 in restricted stock reflecting IPO conversion; ongoing policy indicates annual RSU grants ($185,000) plus role‑based retainers (estimated $90,000 annually for Cohen’s roles), indicating moderate equity alignment .
- Insider Trading Policy bans hedging, pledging, and margin, reducing misalignment risks; Clawback Policy in place for Section 16 officers (company‑wide control environment) .
- Engagement and capacity
- Board met 2 times in FY2025 with ≥75% attendance by all directors; committees were newly formed post‑IPO and did not meet in FY2025; post‑AGM committee compositions are specified, maintaining Cohen’s roles .
- Cohen holds several private company chair/vice‑chair roles; KMTS’ governance policy includes overboarding and conflict‑of‑interest controls within director nomination criteria .
- Conflicts and related‑party exposure
- No related‑party transactions involving Cohen are disclosed; the Audit Committee oversees RPTs under a formal policy .
- Majority ownership by affiliates of Bain Capital (52.6%) and Bain‑affiliated Board chair underscore the importance of independent committee leadership; Compensation Committee interlocks are expressly disclosed as none .
RED FLAGS to monitor: concentration of ownership (Bain Capital 52.6%) and Cohen’s multiple external chair roles (potential bandwidth considerations) mitigated by independence, formal overboarding/conflict policies, and Cohen’s role as Compensation Committee chair .