R. John Fletcher
About R. John Fletcher
R. John Fletcher, age 79, has served on KRMD’s board since 2019 and is the independent Chairman of the Board and Chair of the Nominating & Corporate Governance Committee. He brings over 40 years of healthcare and medical device experience, currently Managing Partner Emeritus at Fletcher Spaght Inc. and Managing Partner at Fletcher Spaght Ventures; education includes an MBA (Southern Illinois University), BBA in Marketing (George Washington University), and MS in international finance (Central Michigan University), with prior service as instructor and PhD candidate at Wharton. He was NACD’s 2018 Director of the Year for work at Spectranetics and Axcelis and currently chairs ClearPoint Neuro, Metabolon, and Optinose. Fletcher is designated independent under Nasdaq rules and appears in KRMD’s Skills & Experience matrix with marked strengths in medtech, capital markets, and financial expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectranetics Corporation | Director; Chairman of the Board | Director since 2002; Chairman 2010–2017 | NACD Director of the Year recognition for board leadership; medtech industry oversight |
| Fletcher Spaght Inc. | Founder; Managing Partner Emeritus | Founded 1983; current Managing Partner Emeritus | Healthcare strategy; capital markets experience |
| Fletcher Spaght Ventures | Managing Partner | Founded 2001; current role | Venture investing; healthcare growth focus |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ClearPoint Neuro (formerly MRI Interventions) | Chairman | Current | Medtech governance leadership |
| Metabolon, Inc. | Chairman | Current | Life sciences/metabolomics focus |
| Optinose, Inc. | Chairman of the Board | Current | Pharma; commercialization oversight |
| Dartmouth (Thayer/Tuck) Corporate Collaboration Council | Chairman Emeritus | Current | Academic-industry collaboration |
| Beth Israel Deaconess Medical Center; Whitehead Institute at MIT | Board of Advisors | Current | Advisory roles in healthcare and science |
Board Governance
- Board structure and independence: 5 of 7 nominees were independent (excluding CEO and a former consultant); KRMD maintains annual director elections, majority voting, independent committees, anti-hedging/pledging policies, and no poison pill. The board separates the Chairman and CEO roles, with a lead director framework if the Chairman is not independent or if roles are combined.
- Committee assignments (as of March 31, 2025): Fletcher is Chairman of the Board, Chair of Nominating & Corporate Governance (NGC), and a member of Audit and Compensation.
- Attendance and engagement: In 2024, the Board held four regular and one special meeting; all directors attended at least 75% of board and committee meetings. Non-employee directors met in executive session at or shortly after each Board meeting; all directors and nominees attended the 2024 Annual Meeting.
| Committee | Role (Fletcher) | Meetings (#) | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 9 | External auditors, financial reporting, internal controls, earnings releases, insurance/risk finance; audit committee financial expert designated for chair (Cascella) |
| Compensation | Member | 5 | CEO/EO comp, severance/CoC agreements, equity plan administration, annual incentive plan, director comp recommendation |
| Nominating & Governance | Chair | 3 | Board composition, committee structure, Chair recommendations, corporate governance, board self-evaluation, enterprise risk oversight |
| Board Activity | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings (regular/special) | 4 / 0 | 4 / 0 | 4 / 1 |
| Audit Committee meetings | 6 | 9 | 9 |
| Compensation Committee meetings | 5 | 8 | 5 |
| NGC meetings | 9 | 4 | 3 |
Fixed Compensation
- Structure: Non-employee director cash retainer $50,000; chair retainers per 2023 plan: Audit Chair $15,000, Compensation Chair $11,500, NGC Chair $7,500. Paid quarterly.
- 2024 actual (Fletcher): Fees earned or paid in cash $50,000; no “all other compensation.” A footnote notes Fletcher agreed to forego a retainer.
| Year | Cash Fees ($) | Chair Cash Fees ($) | Notes |
|---|---|---|---|
| 2023 Plan (reference) | 50,000 | Audit Chair 15,000; Comp Chair 11,500; NGC Chair 7,500 | Paid quarterly |
| 2024 Actual (Fletcher) | 50,000 | Included in “Fees earned” if applicable | Footnote: Fletcher agreed to forego a retainer |
Performance Compensation
- Equity awards for directors are delivered as common stock grants with value determined by the average of the high and low price on the last day of each quarter (Nasdaq price reference). The proxy does not indicate performance conditions for director equity grants.
| Year | Stock Awards ($) | Grant Mechanics | Total Compensation ($) | Mix (Cash/Equity) |
|---|---|---|---|---|
| 2023 (Fletcher) | 90,000 | Quarterly common stock awards; shares based on average high/low price on last day of quarter | 140,000 | 35.7% cash / 64.3% equity (derived from disclosed amounts) |
| 2024 (Fletcher) | 90,000 | Quarterly common stock awards; shares based on average high/low price on last day of quarter | 140,000 | 35.7% cash / 64.3% equity (derived from disclosed amounts) |
Director equity alignment: KRMD requires non-employee directors to own shares valued at 4x the annual cash retainer within five years; all non-employee directors have achieved or are on track. Anti-hedging and pledging policies apply.
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee/Impact |
|---|---|---|---|
| ClearPoint Neuro | Public | Chairman | Medtech governance, capital allocation |
| Metabolon, Inc. | Private | Chairman | Life sciences oversight |
| Optinose, Inc. | Public | Chairman of the Board | Pharma commercialization oversight |
| Spectranetics Corporation (past) | Public | Director; Chairman | Led board through industry cycles; recognition for governance |
| Dartmouth (Thayer/Tuck) Corporate Collaboration Council | — | Chairman Emeritus | Academic-industry collaboration |
| Beth Israel Deaconess; Whitehead Institute | — | Advisor | Healthcare/science advisory roles |
- Independence screening: KRMD’s Governance Committee annually reviews director independence and related-party relationships; Fletcher is independent under Nasdaq rules, and the board found no relationships impairing independence.
Expertise & Qualifications
- Medtech, biopharma, healthcare growth and international experience; capital markets and financial expertise; prior C-level experience highlighted in KRMD’s skills matrix.
- Degrees: MBA (Southern Illinois), BBA Marketing (George Washington), MS International Finance (Central Michigan); academic engagement at Wharton (instructor/PhD candidate).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date/Notes |
|---|---|---|---|
| R. John Fletcher | 205,562 | <1% | As of April 2, 2025; 46,140,996 shares outstanding; includes 750,000 unvested restricted shares entitled to vote; no pledging disclosed |
- Ownership guidelines: 4x annual cash retainer; compliance achieved or on track for all non-employee directors.
- Pledging/hedging: Prohibited for directors under KRMD’s insider trading policy (alignment-positive).
Governance Assessment
- Strengths
- Independent Chairman with deep sector and capital markets experience; active on all three key committees (Audit, Compensation, NGC Chair).
- Strong engagement and governance processes: executive sessions at each Board meeting in 2024; majority voting; annual self-evaluations; anti-hedging/pledging; no poison pill.
- Shareholder support: 2024 election “For” votes of 25,929,278 vs. 1,195,646 withheld; robust say-on-pay support.
- Equity alignment: meaningful equity component in director pay (~64% of total), ownership guideline at 4x cash retainer; no pledging.
- Watch items
- Multiple external chair roles across healthcare could create time demands; no related-party transactions disclosed, but ongoing independence monitoring remains prudent.
- Footnote indicates Fletcher agreed to forego a retainer—clarity on which retainer and whether this persists would aid pay structure transparency.
Director Compensation Detail (Cross-Year Reference)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 50,000 | 50,000 |
| Stock awards ($) | 90,000 | 90,000 |
| All other compensation ($) | — | — |
| Total ($) | 140,000 | 140,000 |
Committee Assignments, Independence, and Attendance
- Committee roles: Audit (Member), Compensation (Member), NGC (Chair).
- Independence: Affirmed by Board under Nasdaq rules (non-employee directors independent except a former consultant; CEO not independent).
- Attendance: All directors ≥75% attendance for Board/committee meetings in 2024; executive sessions held each meeting.
Shareholder Voting Signals
| Proposal | Result | Votes |
|---|---|---|
| 2024 Election – R. John Fletcher | Elected | For 25,929,278; Withheld 1,195,646; Broker non-votes 11,214,184 |
| 2024 Say-on-Pay | Approved | For 26,409,104; Against 541,923; Abstain 173,897; Broker non-votes 11,214,184 |
| 2024 Auditor Ratification | Approved | For 38,261,457; Against 11,517; Abstain 66,134 |
| 2024 Omnibus Equity Plan | Approved | For 26,146,895; Against 814,966; Abstain 163,063 |
These results indicate stable shareholder confidence in board oversight and compensation practices.
Related-Party Transactions and Conflicts
- The Board annually reviews potential conflicts; independence affirmed with no relationships deemed impairing independence. The proxy states the company is not aware of any arrangements (including pledges) that may result in a change in control.
- Anti-hedging and pledging policies apply to directors; no pledging allowed.
RED FLAGS
- None disclosed regarding legal proceedings, SEC investigations, option repricing, share pledging, or related-party transactions involving Fletcher. Attendance and independence standards met.
Notes on Compensation Structure and Incentives
- Director cash vs. equity mix remained constant YoY (35.7%/64.3% for Fletcher) reflecting ongoing emphasis on equity alignment; common stock grants determined quarterly by average price, with no disclosed performance metrics for director awards.
Audit Committee report: Committee recommended inclusion of audited financials in 2024 Form 10-K, indicating active oversight; Fletcher is a member alongside Cascella (audit committee financial expert) and Manko.